PARTICIPATION AGREEMENT

                                      among

                                FRED MEYER, INC.,
                      as Lessee and as Construction Agent,

                                FMS TRUST 1997-1,
                           a Delaware business trust,
                                   as Lessor,

                            WILMINGTON TRUST COMPANY,
      not in its individual capacity, except as expressly specified herein,
             but solely as Owner Trustee under the FMS Trust 1997-1,

                   THE INVESTORS PARTY TO THE TRUST AGREEMENT,

                             BANKERS TRUST COMPANY,
                            as Administrative Agent,

                            THE CHASE MANHATTAN BANK,
                              as Syndication Agent

                                       and

                           THE LENDERS PARTIES HERETO

                           Dated as of March 11, 1998

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

                    CHASE SECURITIES INC. and BT ALEX. BROWN,
                                  as Arrangers
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page

SECTION 1.    SUMMARY OF THE TRANSACTIONS..................................... 1
      1.1.    Operative Agreements............................................ 1
      1.2.    Property Purchase and Lease..................................... 1
      1.3.    Construction of Improvements; Lease
              of Improvements................................................. 2
      1.4.    Aggregate Tranche A Percentage; Tranche
              A Percentage.................................................... 3
      1.5.    Amounts Outstanding............................................. 3

SECTION 2.    THE LOANS....................................................... 4
              2.1.   Making of Loans.......................................... 4
      2.2.    Timing of Loans................................................. 4
              2.3.   Security................................................. 4
              2.4.   Guarantees............................................... 5

SECTION 3.    INVESTOR CONTRIBUTION........................................... 5
      3.1.    Investor Contribution........................................... 5

SECTION 4.    THE CLOSINGS.................................................... 5

SECTION 5.    FUNDING OF ADVANCES............................................. 5
      5.1.    General......................................................... 5
      5.2.    Procedures for Funding.......................................... 6

SECTION 6.    CONDITIONS OF THE CLOSINGS AND ADVANCES......................... 6
      6.1.    General Conditions to Investors' and Lenders'
              Obligations to make Advances.................................... 6
      6.2.    Conditions to the Investors' and the Lenders' Obligations
              to Make Advances to pay Property Acquisition Costs..............11
      6.3.    Conditions to the Investors' and the Lenders' Obligations
              to Make Advances to pay Project Costs for Construction
              on any Property.................................................17


                                        i
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SECTION 7.    REPRESENTATIONS AND WARRANTIES..................................17
      7.1.    Representations and Warranties of the Investors on
              the Initial Closing Date........................................17
      7.2.    Representations and Warranties of Lessor on the
              Initial Closing Date............................................19
      7.3.    Representations and Warranties of the Loan Parties
              on the Initial Closing Date.....................................21
      7.4.    Representations and Warranties of the Trust Company
              on the Initial Closing Date.....................................29
      7.5.    Representations and Warranties of the Loan Parties
              on Property Closing Dates.......................................31
      7.6.    Representations and Warranties of the Lessor on
              Property Closing Dates..........................................34
      7.7.    Representations and Warranties of the Loan Parties
              upon each Funding Date..........................................35
      7.8.    Representations and Warranties of the Lessor Upon
              each Funding Date...............................................37
      7.9.    Representations and Warranties of the Investors Upon
              Funding Dates...................................................38

SECTION 8.    PAYMENT OF CERTAIN EXPENSES.....................................39
      8.1.    Transaction Expenses............................................39
      8.2.    Brokers' Fees and Stamp Taxes...................................39
      8.3.    Certain Fees and Expenses.......................................39
      8.4.    Credit Agreement and Related Obligations........................40
      8.5.    Trust Agreement and Related Obligations.........................40
      8.6.    Facility Fees...................................................40
      8.7.    Overdue Rate....................................................40

SECTION 9.    OTHER COVENANTS AND AGREEMENTS..................................41
      9.1.    Covenants of the Owner Trustee and the Investors................41
      9.2.    Amendment of Certain Documents..................................43
      9.3.    Proceeds of Casualty............................................43

SECTION 10.   CREDIT AGREEMENT AND TRUST AGREEMENT............................44
      10.1.   Lessee's Credit Agreement Rights................................44
      10.2.   Lessee's Trust Agreement Rights.................................45
      10.3    Representative of Lessee........................................46
      10.4    Financial Information...........................................46

SECTION 11.   TRANSFER OF INTEREST............................................46


                                       ii
<PAGE>
      11.1.   Restrictions on Transfer........................................46
      11.2.   Effect of Transfer..............................................47

SECTION 12.   INDEMNIFICATION.................................................47
      12.1.   General Indemnity...............................................47
      12.2.   General Tax Indemnity...........................................48

SECTION 13.   MISCELLANEOUS...................................................54
      13.1.   Survival of Agreements..........................................54
      13.2.   Notices.........................................................54
      13.3.   Counterparts....................................................56
      13.4.   Amendments and Termination......................................56
      13.5.   Headings, etc...................................................56
      13.6.   Parties in Interest.............................................56
      13.7.   GOVERNING LAW...................................................56
      13.8.   Jurisdiction; Consent to Service of Process.....................56
      13.9.   WAIVER OF JURY TRIAL............................................57
      13.10.  Severability....................................................58
      13.11.  Liability Limited...............................................58
      13.12.  Rights of Lessee................................................58
      13.13.  Further Assurances..............................................58
      13.14.  Successors and Assigns..........................................59
      13.15.  No Representation or Warranty...................................59
      13.16.  OREGON LEGAL NOTICE.............................................59
      13.17.  WASHINGTON STATUTORY NOTICE.....................................59

Appendix A             Definitions

Schedule 1             Existing Properties
Schedule 7.3(h)        Litigation
Schedule 7.3(n)        Brokers' Fees
Schedule 7.3(o)        Environmental
Schedule 7.3(v)        Permits
Schedule 7.3(w)        Subsidiaries
Schedule 9.5(a)        Indebtedness
Schedule 9.5(b)        Liens
Schedule 9.5(e)        Investments

Exhibit A              Form of Assignment of Leases and Consent to
                       Assignment
Exhibit B-1            Form of Mortgage (Fee Simple)


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Exhibit B-2            Form of Mortgage (Ground Lease)
Exhibit C              Form of Requisition
Exhibit D-1            Form of Lessee Guarantee

Exhibit D-2            Form of Subsidiary Guarantee

Exhibit E              Guarantee Language


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<PAGE>
                                                         PARTICIPATION AGREEMENT

          PARTICIPATION AGREEMENT, dated as of March 11, 1998 (this
"Agreement"), among FRED MEYER, INC., a Delaware corporation ("FMI"; in its
capacity as lessee, the "Lessee"; and in its capacity as Construction Agent, the
"Construction Agent"); FMS TRUST 1997-1, a Delaware business trust (the "Trust"
or the "Lessor"); WILMINGTON TRUST COMPANY, not individually (in its individual
capacity, the "Trust Company"), except as expressly stated herein, but solely as
Owner Trustee under the FMS Trust 1997-1 (the "Owner Trustee"); BANKERS TRUST
COMPANY, a New York banking corporation, as administrative agent (in such
capacity, the "Administrative Agent") for the Lenders; THE CHASE MANHATTAN BANK,
a New York banking corporation, as syndication agent (in such capacity, the
"Syndication Agent"); NATIONSBANK OF TEXAS, N.A., a national banking
association, and SALOMON BROTHERS HOLDING CO INC. as co-documentation agents
(in such capacity, the "Co-Documentation Agents");each of the financial
institutions listed as an Investor on the signature pages of the Trust Agreement
(each an "Investor"; collectively, the "Investors"); and each of the financial
institutions listed as a Lender on the signature pages hereof (each, a "Lender";
collectively, the "Lenders"). Capitalized terms used but not otherwise defined
in this Agreement shall have the meanings set forth in Annex A hereto.


                              Preliminary Statement

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


          SECTION 1. SUMMARY OF THE TRANSACTIONS.

          1.1. Operative Agreements. On the Initial Closing Date, each of the
respective parties thereto shall execute and deliver this Agreement, the Lease,
the Construction Agency Agreement, the Credit Agreement, any Notes, the
Guarantees, the Intercreditor Agreement, the Pledge Agreement, the Assignment of
Lease, the Contract Assignment, the Consent to Assignment, the Consent to
Contract Assignment and such other documents, instruments, certificates and
opinions of counsel as agreed to by the parties hereto.
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                                                         PARTICIPATION AGREEMENT

          1.2. Property Purchase and Lease. (a) On the Initial Closing Date, the
Investors will make the Investor Contributions in accordance with Section 3
hereof.

               (b) On each Property Closing Date and subject to the terms and
conditions of this Agreement, the Credit Agreement and the Trust Agreement, (i)
the Lenders will make loans in accordance with Section 2 hereof, (ii) the Lessor
will purchase all right, title and interest in and to (or lease under a Ground
Lease, as applicable) (A) on the Initial Closing Date, the Existing Properties,
and (B) on each Property Closing Date, each Property identified by the
Construction Agent pursuant to the Construction Agency Agreement (including
Lease-Purchased Properties) with respect to such Property Closing Date, and
(iii) the Lessor will simultaneously lease (or sublease, as the case may be) all
of its right, title and interest in the Property (and any Improvements to be
constructed thereon) to the Lessee by delivering a Lease Supplement.

               (c) With respect to any Property which is not a Store Land
Property, on each Property Closing Date, the Lessee shall certify to the
Administrative Agent on the Property Closing Certificate, the Maximum Residual
Guarantee Amount for each Property being acquired on such Property Closing Date.
With respect to any Store Land Property, the Lessee shall certify to the
Administrative Agent, not less than thirty (30) days prior to the Construction
Commencement Date for such Property, the Maximum Residual Guarantee Amount for
such Property. The Maximum Residual Guarantee Amount so certified shall be the
Maximum Residual Guarantee Amount for such Property for the duration of the
Term.

          1.3. Construction of Improvements; Lease of Improvements. (a) On each
Property Closing Date (provided such Property is not a Completed Property or a
Store Land Property), the Lessor and Lessee (i) will execute and deliver a
Construction Agency Agreement Supplement, dated as of such Property Closing
Date, pursuant to which FMI will agree to act as Construction Agent in
connection with the completion of the construction of the Improvements on the
Property described on the relevant Requisition and (ii) except in the case of a
Twenty-Five Percent Property, described below, will execute and deliver a
Memorandum of Lease which will be recorded in the real estate records in the
county where such Property is located.

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                                                         PARTICIPATION AGREEMENT

               (b) On each Property Closing Date or the Construction
Commencement Date, if later, provided that the applicable Appraisal indicates
that the value of the Land is greater than or equal to 25% of the Property Cost
for such Land and the Improvements to be constructed thereon (a "Twenty-Five
Percent Property"), it being understood and agreed that any Property which is a
Store Land Property shall be deemed to be a Twenty-Five Percent Property until
such time as the Lessee notifies the Lessor that it intends to commence construc
tion of Improvements on such Property, the Lessor and the Lessee shall execute
and deliver (i) a Lease Supplement pursuant to which the Lessor will lease (or
sublease, as the case may be) all of its right, title and interest in such Land
to the Lessee and (ii) an additional Lease Supplement pursuant to which the
Lessor will lease (or sublease, as the case may be) all of its right, title and
interest in such Improvements to the Lessee. Notwithstanding that the
Improvements on a Twenty-Five Percent Property (whether existing on the date of
acquisition of the Land or to be constructed pursuant to the Construction Agency
Agreement) may be leased by a separate Lease Supplement, the term "Property"
shall include the Land and the Improvements located thereon.

               (c) On each Property Closing Date with regard to the acquisition
of a Twenty-Five Percent Property, the Lessor and Lessee will execute and
deliver (i) a Memorandum of Lease with respect to the relevant Land and (ii) an
additional Memorandum of Lease with respect to the relevant Improvements, each
of which will be recorded in the real estate records in the county where such
Property is located.

          1.4. Aggregate Tranche A Percentage; Tranche A Percentage. (a)
Notwithstanding any other provision of this Agreement or the other Operative
Agreements, the Lessee agrees that in no event shall the Lessee specify a
Property for the Lessor to acquire and lease pursuant to the execution and
delivery of a Lease Supplement if the Aggregate Tranche A Percentage after
giving effect to the acquisition and lease of such Property pursuant to the
execu tion and delivery of a Lease Supplement, would be less than 87.6%.

               (b) Notwithstanding any other provision of this Agreement or the
other Operative Agreements, the Lessee agrees that in no event shall the Lessee
specify a Property for the Lessor to acquire and lease pursuant to the

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                                                         PARTICIPATION AGREEMENT

execution and delivery of a Lease Supplement if the Tranche A Percentage with
respect to such Property would be less than 85%.

          1.5. Amounts Outstanding. The parties hereto agree that there shall be
no limit on the number of Properties or the value or the cost of acquisition or
construction thereof; provided that (i) at no time shall the aggregate amount of
Advances outstanding with respect to Store Land Property exceed $50,000,000;
(ii) the aggregate Property Cost of all the Properties must at all times equal
(x) the aggregate principal amount of the Loans outstanding plus (y) the
aggregate Investor Contribution; (iii) at no time shall the aggregate principal
amount of the Loans outstanding exceed the aggregate Commitments; and (iv) at no
time shall the aggregate Investor Contributions outstanding exceed the aggre
gate Investor Commitments.

                              SECTION 2. THE LOANS.

          2.1. Making of Loans. Subject to the terms and conditions of this
Agreement and the Credit Agreement, and in reliance on the representations and
warranties of each of the parties hereto contained herein or made pursuant
hereto, on each Funding Date, the Lenders shall make loans to the Lessor in an
aggregate principal amount at any time outstanding of up to $485,000,000 in
order for the Lessor to (i) acquire Existing Properties and Store Land
Properties, (ii) complete Improvements on Existing Properties which are not
Completed Properties as of the Initial Closing Date, (iii) acquire, develop,
construct and (as to leased properties acquired from third parties) refurbish
Properties in accor dance with the Construction Agency Agreement, (iv) pay
Transaction Expenses, and (v) pay other Project Costs.

          2.2. Timing of Loans. The Loans shall be made pursuant to the Credit
Agreement. Pursuant to this Agreement and the Credit Agreement, the Loans will
be made to the Lessor from time to time from and after the Initial Closing Date
until the Construction Period Termination Date at the request of the
Construction Agent in consideration for the Construction Agent's agreeing for
the benefit of the Lessor, pursuant to the Construction Agency Agreement, to (i)
acquire parcels of Land or other Property (including the Existing Properties,
Lease-Purchased Properties and Store Land Properties) and, if such Property is
not a Completed Property, to construct Improvements in accordance with the Plans
and Specifications or (ii) to construct Improvements in accordance with the
Plans and

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<PAGE>
                                                         PARTICIPATION AGREEMENT

Specifications on Properties which are not Completed Properties and which are
owned by the Lessor as of the Funding Date with respect to such Improvements.

          2.3. Security. The Loans and the obligations of the Lessor under the
Credit Agreement shall be secured by, inter alia, (i) a first priority
assignment of the Lease, granted pursuant to the Assignment of Leases and
consented to by the Lessee pursuant to the Consent to Assignment (in each case
in the respective forms set forth on Exhibit A hereto); (ii) a first priority
assignment of the Construction Agency Agreement, granted pursuant to the
Contract Assignment and consented to by the Construction Agent pursuant to the
Consent to Contract Assignment; (iii) a first priority mortgage lien on each
Property pursuant to a Mortgage in the form set forth on Exhibit B-1 or Exhibit
B-2 hereto, as applicable; and (iv) a first priority pledge of the stock of
Subsid iaries of FMI and each of its Subsidiaries (other than Insignificant
Subsidiaries), granted pursuant to the Pledge Agreement in the form set forth on
Exhibit E hereto.

          2.4. Guarantees. The obligations of the Lessor under the Credit
Agreement shall be guaranteed by the Guarantors to the extent provided in the
Guarantees.


                        SECTION 3. INVESTOR CONTRIBUTION.

          3.1. Investor Contribution. Subject to the terms and conditions of
this Agreement and the Trust Agreement, and in reliance on the representations
and warranties of each of the parties hereto contained herein or made pursuant
hereto, on the Initial Closing Date, each Investor shall make an investment in
the Lessor (each, an "Investor Contribution") in an amount equal to the product
of (i) such Investor's Investor Commitment Percentage and (ii) $15,000,000. The
Lessor shall use the Investor Contributions to pay Project Costs. Such Investor
Contributions shall accrue yield ("Investor Yield") as set forth in the Trust
Agreement.

                                        5
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                                                         PARTICIPATION AGREEMENT

                            SECTION 4. THE CLOSINGS.

          All documents and instruments required to be delivered on each Closing
Date and each Funding Date shall be delivered at the offices of Skadden, Arps,
Slate, Meagher & Flom LLP, 300 South Grand Avenue, Los Angeles, California, or
at such other location as may be determined by the Administrative Agent and the
Lessee.


                         SECTION 5. FUNDING OF ADVANCES.

          5.1. General. To the extent funds have been made available to the
Lessor as Loans and Investor Contributions, the Lessor will make advances of
such funds to the Construction Agent from time to time during the Construction
Period in accordance with the terms and conditions of this Agreement and the
other Operative Agreements.

          5.2. Procedures for Funding. (a) In accordance with the provisions of
the Credit Agreement and the Trust Agreement, in order to request Advances, the
Construction Agent shall deliver to the Investors and the Administrative Agent a
requisition (each a "Requisition"), appropriately completed, in the form of
Exhibit C hereto.

               (b) Each Requisition shall: (i) be irrevocable; (ii) request
funds in an amount of at least $1,000,000 (or such lesser amount as shall be
equal to the total aggregate of the Available Commitments at such time) for the
payment of Property Acquisition Costs or other Project Costs, including any of
the foregoing which have previously been incurred and were not the subject of
and funded pursuant to a prior Requisition, in each case as specified in the
Requisition; and (iii) comply with the terms and conditions of Section 2.3 of
the Credit Agreement and Section 3 of the Trust Agreement.

               (c) So long as no Default or Event of Default has occurred and is
continuing and subject to the Lessor and the Administrative Agent having each
received the materials required by Section 6.1, 6.2 and/or 6.3, as applicable,
on each Funding Date (i) the Lenders shall make Loans to the Lessor in an
aggregate amount equal to (x) in the case of the Initial Closing Date, the
amount

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                                                         PARTICIPATION AGREEMENT

of funds specified in the Requisition therefor minus the Investor Contributions
contributed pursuant to Section 3.1, and (y) thereafter in an amount equal to
the amount specified in a Requisition, up to an aggregate principal amount equal
to the Available Commitments; (ii) in the case of the Initial Closing Date, the
Investors shall make Investor Contributions pursuant to Section 3.1; and (iii)
the total amount of such Loans and Investor Contributions, if any, made on such
date shall be paid to the Construction Agent to pay the Project Costs specified
in such Requisition.


               SECTION 6. CONDITIONS OF THE CLOSINGS AND ADVANCES.

          6.1. General Conditions to Investors' and Lenders' Obligations to make
Advances. The obligations of the Investors to make Investor Contributions, and
the Lenders to make Loans to the Lessor, are subject to the satisfaction or
waiver, immediately prior to or concurrently with the making of such Loans and
Investor Contributions, of the following conditions precedent:

               (a) Operative Agreements. Each of the Operative Agreements
entered into on the Initial Closing Date shall have been duly authorized,
executed, acknowledged and delivered by the parties thereto and shall be in full
force and effect, and no Default or Event of Default shall exist thereun der
(both before and after giving effect to the transactions contemplated by the
Operative Agreements), and the Administrative Agent and the Investors shall have
received a fully executed copy of each of the Operative Agreements (other than
the Notes, of which the Administrative Agent shall have received the originals
in the event Notes are requested by any Lender);

               (b) Taxes. All taxes, fees and other charges in connection with
the execution, delivery, and, where applicable, recording, filing and
registration of the Operative Agreements shall have been paid or provisions for
such payment shall have been made to the satisfaction of the Administrative
Agent and the Investors;

               (c) Governmental Approvals. All necessary (or, in the reasonable
opinion of the Administrative Agent, the Investors and their respective counsel,
advisable) Governmental Actions, in each case required by any law or

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                                                         PARTICIPATION AGREEMENT

regulation enacted, imposed or adopted on or after the date hereof or by any
change in fact or circumstances since the date hereof, shall have been obtained
or made and be in full force and effect;

               (d) Litigation. No action or proceeding shall have been
instituted before any Governmental Authority, nor shall any order, judgment or
decree have been issued or proposed to be issued by any Governmental Authority
(i) to set aside, restrain, enjoin or prevent the full performance of this
Agreement, any other Operative Agreement or any of the transactions contem
plated hereby or thereby or (ii) which is reasonably likely to have a Material
Adverse Effect;

               (e) Legal Requirements. In the opinion of the Administrative
Agent, the Investors and their respective counsel, the transactions contemplated
by the Operative Agreements do not and will not violate in any respect any Legal
Requirements and do not and will not subject the Administrative Agent, the
Syndication Agent, any Lender or any Investor to any adverse regulatory
prohibitions or constraints;

               (f) Corporate Proceedings of the Loan Parties. On the Initial
Closing Date, the Administrative Agent and the Investors shall have received a
copy of the resolutions or minutes, in form and substance satisfactory to the
Administrative Agent and the Investors, of the Board of Directors of each of the
Loan Parties authorizing the execution, delivery and performance of this
Agreement, the Guarantee (if applicable) and the other Operative Agreements to
which it is a party, certified by the Secretary or an Assistant Secretary of
each of the Loan Parties, as applicable, as of the Initial Closing Date, which
certificate shall be in form and substance satisfactory to the Administrative
Agent and the Investors and shall state that the resolutions or minutes thereby
certified have not been amended, modified, revoked or rescinded;

               (g) Loan Parties Incumbency Certificate. On the Initial Closing
Date, the Administrative Agent and the Investors shall have received a
certificate of each of the Loan Parties, dated the Initial Closing Date, as to
the incumbency and signature of the officers of such Loan Party executing any
Operative Agreement satisfactory in form and substance to the Administrative
Agent and the Investors, executed by the President or any Vice President and the
Secretary or any Assistant Secretary of such Loan Party;

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                                                         PARTICIPATION AGREEMENT

               (h) Corporate Proceedings of the Trust Company. On the Initial
Closing Date, the Administrative Agent, the Investors and the Lessee shall have
received a copy of the resolutions, in form and substance satisfactory to the
Administrative Agent, the Investors and the Lessee, of the Board of Directors of
the Trust Company authorizing the execution, delivery and performance of the
Operative Agreements to which it is a party, certified by the Secretary or an
Assistant Secretary of the Trust Company as of the Initial Closing Date, which
certificate shall be in form and substance satisfactory to the Administrative
Agent, the Investors and the Lessee and shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded;

               (i) Trust Company Incumbency Certificates. On the Initial Closing
Date, the Administrative Agent, the Investors and the Lessee shall have received
a certificate of the Trust Company, dated the Initial Closing Date, as to the
incumbency and signature of the officers of the Trust Company executing any
Operative Agreement, satisfactory in form and substance to the Administrative
Agent, the Investors and the Lessee, executed by any Responsible Officer of the
Trust Company;

               (j) Corporate Documents. (1) The Administrative Agent and the
Investors shall have received true and complete copies of the certificate or
articles of incorporation and by-laws of each of the Loan Parties, certified as
of the Initial Closing Date as complete and correct copies thereof by the
Secretary or an Assistant Secretary of such Loan Party;

                    (2) Consents, Licenses and Approvals. The Administrative
Agent and the Investors shall have received a certificate of the chief financial
officer of each of the Loan Parties (i) attaching copies of all consents,
authorizations and filings required to consummate the transaction contemplated
by this Agreement, and (ii) stating that such consents, licenses and filings are
in full force and effect, and each such consent, authorization and filing shall
be in form and substance satisfactory to the Administrative Agent and the
Investors;

               (k) Fees. The Administrative Agent and the Arrangers shall have
received the fees to be paid on the Initial Closing Date pursuant to the Fee
Letter which fees shall not be paid using the proceeds of the Loans or Investor
Contributions;

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                                                         PARTICIPATION AGREEMENT

               (l) Legal Opinions. (1) The Administrative Agent and the
Investors shall have received the executed legal opinion of Stoel Rives LLP,
counsel to the Loan Parties, in form and substance satisfactory to the
Administra tive Agent and the Investors;

                    (2) The Administrative Agent, the Lessee and the Investors
shall have received the executed legal opinion of Morris, James, Hitchens &
Williams, counsel to the Trust and the Trust Company, in form and substance
satisfactory to the Administrative Agent and the Investors;

               (m) Actions to Perfect Liens. The Administrative Agent shall have
received evidence in form and substance satisfactory to it that all filings,
recordings, registrations and other actions, including the filing of duly
executed Lender Financing Statements and Lessor Financing Statements, the
Assignment of Lease, the Mortgages, and the Memoranda of Lease, necessary or, in
the opinion of the Administrative Agent, desirable to perfect the Liens created
by the Security Documents shall have been completed;

               (n) Lien Searches. The Administrative Agent and the Investors
shall have received the results of a recent search by a Person reasonably
satisfactory to the Administrative Agent, of the Uniform Commercial Code,
judgement and tax lien filings which may have been filed in the States of
Alaska, Idaho, Washington, Oregon and Utah with respect to personal property of
the Lessee, and the results of such search shall be satisfactory to the
Administrative Agent and the Investors;

               (o) Insurance. The Administrative Agent and the Investors shall
have received evidence in form and substance satisfactory to them that all of
the requirements of Section 14 of the Lease shall have been satisfied;

               (p) Representations and Warranties. The representations and
warranties of the Lessor, the Investors and the Loan Parties contained herein
and in each of the other Operative Agreements shall be true and correct on and
as of each Funding Date as if made on and as of each Funding Date;

               (q) Performance of Operative Agreements. The parties hereto
(other than the Investors or the Lenders) shall have performed their respec-

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                                                         PARTICIPATION AGREEMENT

tive agreements contained herein and in the other Operative Agreements on or
prior to each such Funding Date;

               (r) Default. 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 such Requisition;

               (s) Material Adverse Change. As of such Funding Date, there shall
not have occurred any event, act or condition with respect to the consolidated
assets, liabilities, operations, business or financial condition of any of the
Loan Parties which has had, or could have, a Material Adverse Effect;

               (t) Mergers. Each of the Mergers shall have been consummated (or
in the case of the Initial Closing Date shall be consummated contemporaneously
therewith) in accordance with the relevant Merger Document, and no provision of
the Merger Documents shall have been amended, modified or otherwise supplemented
without the prior written consent of the Administrative Agent, the Lenders and
the Investors;

               (u) Corporate Loan Documents. The transactions contemplated by
the Corporate Loan Documents shall have been consummated in accordance with the
terms of the Corporate Loan Documents, or the Administrative Agent shall have
received satisfactory evidence that such transactions will close on the Initial
Closing Date;

               (v) Officer's Certificates. The Administrative Agent shall have
received Officer's Certificates as to the matters set forth in clauses (p) and
(r) of this Section 6.1 and such other documents as are reasonably requested by
the Administrative Agent;

               (w) Financial Information. The Investors, the Administrative
Agent and the Lenders shall have received the following, in form and substance
satisfactory to each of them: (i) the financial statements required to be
delivered by the Loan Parties pursuant to Section 7.3(e); (ii) a pro forma
consolidated balance sheet of FMI and its Subsidiaries, giving effect to the
Mergers; and (iii) financial projections prepared by FMI demonstrating the
projected consoli-

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<PAGE>
                                                         PARTICIPATION AGREEMENT

dated financial condition and results of operations of FMI and its Subsidiaries
after giving effect to the Mergers, for the period commencing on the Initial
Closing Date and ending on the Maturity Date, which projections shall be
accompanied by a written statement of the assumptions underlying the projec-
tions;

               (x) Certain Payments. The Administrative Agent shall have
received evidence satisfactory to it of the prior or simultaneous (i) repay ment
or refinancing of the Indebtedness of FMI and its Subsidiaries set forth on
Schedule 6.1(x) hereto (except as otherwise agreed to the satisfaction of the
Administrative Agent); (ii) making of the Investor Contributions by the
Investors; and (iii) receipt of not less than $1,500,000,000 (net of
underwriting and other expenses in connection with such issuance) by FMI from
the issuance of senior unsecured bonds on terms satisfactory to the Lenders; and

               (y) Pledged Stock. The Administrative Agent shall have received
the original stock certificates evidencing the stock pledged pursuant to the
Pledge Agreement, together with undated stock powers duly executed in blank in
connection therewith.

          6.2. Conditions to the Investors' and the Lenders' Obligations to Make
Advances to pay Property Acquisition Costs. The obligations of the Investors to
make Investor Contributions, and of the Lenders to make Loans to the Lessor, on
a Property Closing Date (it being understood that the Investors shall not be
obligated to make Investor Contributions on any Property Closing Date other than
the Initial Closing Date) for the purpose of providing funds to the Lessor
necessary to acquire a Property are subject to the satisfaction or waiver of the
following additional conditions precedent (except that the conditions precedent
set forth in clause (e) (Construction Agency Agreement Supplement); clause (o)
(Construction Schedule); clause (p) (Budget); clause (q) (Budget in Balance);
and clause (r) (Plans and Specifications) shall not apply with respect to the
making of Advances in connection with a Store Land Property):

               (a) Requisition. The Administrative Agent and the Investors shall
have received a fully executed counterpart of a Requisition dated as of the
Property Closing Date (but delivered at least three Business Days prior to the
Property Closing Date), appropriately completed;

                                       12
<PAGE>
                                                         PARTICIPATION AGREEMENT

               (b) Deed. There shall have been delivered to the Lessor a special
warranty deed (the "Deed") (or, with respect to Properties subject to a Ground
Lease, a good and sufficient assignment thereof), in form and substance
appropriate for recording with the applicable Governmental Authorities, with
respect to each Property (and all Improvements located thereon) being purchased
on such Property Closing Date, conveying fee simple title (or a leasehold
estate, with respect to Properties subject to a Ground Lease) to such Property
to the Lessor, subject only to the Permitted Exceptions;

               (c) Title. Title to all of the Properties shall conform to the
representations and warranties set forth in Section 7.5(k);

               (d) Lease Supplement and Memorandum of Lease. The Lessee shall
have delivered a Lease Supplement and a Memorandum of Lease executed by the
Lessee and the Lessor with respect to each Property being acquired on such
Property Closing Date to the Administrative Agent (and, with respect to a
Twenty-Five Percent Property, shall have delivered one Memorandum of Lease and
one Lease Supplement each in respect of the Land and the Improvements, as set
forth in Sections 1.3(b) and (c));

               (e) Construction Agency Agreement Supplement. The Construction
Agent shall have delivered a Construction Agency Agreement Supplement executed
by the Construction Agent and the Lessor with respect to each Property being
acquired on such Property Closing Date to the Administrative Agent;

               (f) Mortgage. The Lessee shall have recorded in the real estate
records of the county where the Property is located an original of the Mortgage
executed by the Lessor and Lessee with respect to each Property being acquired
on such Property Closing Date and the Lien of the Mortgage shall conform to the
representations and warranties set forth in Section 7.5(d);

               (g) Assignment of Lease. The Lessee shall have recorded in the
real estate records of the county where the Property is located an original of
the Assignment of Lease executed by the Lessor with respect to each Property
being acquired on such Property Closing Date;

                                       13
<PAGE>
                                                         PARTICIPATION AGREEMENT

               (h) Consent to Assignment of Lease. The Lessee shall have
delivered to the Administrative Agent a consent to the Assignment of Lease
executed by the Lessee with respect to each Property being acquired on such
Property Closing Date;

               (i) Environmental Audit. The Administrative Agent and the
Investors shall have received not less than 10 days prior to such Property
Closing Date an Environmental Audit with respect to each Property being acquired
on such Property Closing Date, and the results of the Environmental Audit shall
be in form and substance satisfactory to the Administrative Agent and the
Investors;

               (j) Appraisal. The Administrative Agent and the Investors shall
have received not less than 10 days prior to such Property Closing Date an
Appraisal of each Property being acquired on such Property Closing Date and such
Appraisal shall be in form and substance acceptable to the Administrative Agent
and the Investors;

               (k) Survey. (i) With respect to each Property previ ously owned
by the lessor under an Existing Synthetic Lease Facility, each of the
Administrative Agent and the Title Company shall have received on or prior to
such Property Closing Date, a certificate from a Responsible Officer of the
Lessee certifying that the survey delivered in connection with such Existing
Synthetic Lease Facility remains true and correct in all respects as of such
Property Closing Date.

               (ii) With respect to each Property not owned by the lessor under
an Existing Synthetic Lease Facility, each of the Administrative Agent and the
Title Company shall have received, not less than 10 days prior to such Property
Closing Date, a survey of each Property being acquired (or leased under a under
a Ground Lease) on such Property Closing Date (each a "Survey"), complying with
the following requirements: a survey of such Property certified to the
Administrative Agent, the Investors, the Lessor and the Title Company in a
manner satisfactory to them, dated as of a date within ninety days of the
Property Closing Date, by an independent professionally licensed land surveyor
satisfactory to the Administrative Agent, which survey shall be made in
accordance with the Minimum Standard Detail Requirements for Land Title Surveys
jointly established and adopted by the American Land Title Association and the
American Congress

                                       14
<PAGE>
                                                         PARTICIPATION AGREEMENT

on Surveying and Mapping in 1992, and, without limiting the generality of the
foregoing, there shall be surveyed and shown on such survey the following, all
in form and substance reasonably satisfactory to the Administrative Agent: (i)
the locations on such Property of all the buildings, structures and other
improvements, if any, and the established building setback lines; (ii) the lines
of streets abutting such Property; (iii) all access and other easements
appurtenant to such Property; (iv) all roadways, paths, driveways, easements,
encroachments and overhanging projections and similar encumbrances affecting
such Property, whether recorded, apparent from a physical inspection of such
Property or otherwise known to the surveyor; (v) any encroachments on any
adjoining property by the building, structures and improvements on such
Property; and (vi) if such Property is described as being on a filed map, a
legend relating the survey to said map;

               (l) Mortgagee's Title Insurance Policy. With respect to each
Property being acquired (or leased under a Ground Lease) on such Property
Closing Date, the Administrative Agent shall have received, with respect to the
Mortgage, extended coverage mortgagees' title policies or marked up
unconditional binder for such insurance dated the Property Closing Date; such
policies shall (i) be in an amount equal to the aggregate amount shown on the
Budget for such Property (with a pending disbursements clause); (ii) insure that
the Mortgage insured thereby creates valid first Liens on such Property, free
and clear of all defects and encumbrances, except Permitted Exceptions; (iii)
name the Administrative Agent for the benefit of the Lenders as the insured
thereunder; (iv) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70),
if avail able, or if unavailable, such other form as may be reasonably
acceptable to the Administrative Agent; (v) contain such endorsements and
affirmative coverage as the Administrative Agent may reasonably request; (vi) be
issued without general exceptions; and (vii) be issued by the Title Company; the
Administrative Agent shall have received evidence reasonably satisfactory to it
that all premiums in respect of such policy, and all charges for mortgage
recording tax with respect to the Mortgage and/or the Deed of Trust have been
paid or provision made therefor;

               (m) Owner's Title Insurance Policy. The Lessor shall have
received an extended coverage owner's title policy with general exceptions and
subject only to Permitted Encumbrances, in form and substance reasonably
satisfactory to the Lessor, or marked up unconditional binder for such
insurance, dated the Closing Date for each Property being acquired on such
Property Closing

                                       15
<PAGE>
                                                         PARTICIPATION AGREEMENT

Date; and the Lessor shall have received evidence reasonably satisfactory to it
that all premiums in respect of such policy have been paid or provision made
therefor; such owner's title insurance policy will be in the same amount as the
Mortgagee's title insurance policy described in clause (l) above and will be
issued on a simultaneous issue basis;

               (n) Recorded Documents. The Administrative Agent and the
Investors shall have received, not less than 10 days prior to such Property
Closing Date, a copy of all recorded documents referred to, or listed as
exceptions to title in, the title policy referred to above;

               (o) Construction Schedule. The Administrative Agent shall have
received a copy of the schedule prepared by or at the direction of the
Construction Agent showing the estimated (i) timetable for completion of the
Improvements to be constructed on each Property being acquired on such Property
Closing Date, which timetable will project (A) commencement of construction of
such Improvements within nine months of the acquisition or leasing under a
Ground Lease, as the case may be, by the Lessor of such Prop erty and (B)
completion of such Improvements within 12 months of the Construction
Commencement Date for each such Property; and (ii) timetable for the making of
Loans and Investor Contributions in respect of such Property;

               (p) Budget. The Administrative Agent and the Lessor shall have
received a copy of the Budget with respect to the construction of the
Improvements to be constructed on each Property, and such Budget shall be in
form and substance satisfactory to the Administrative Agent and the Lessor;

               (q) Budget in Balance. Based upon the Budget, the Available
Commitments and the Available Investor Commitments will be sufficient to
complete the Improvements (if any) for which the Requisition relates on such
Properties;

               (r) Plans and Specifications. The Administrative Agent and the
Lessor shall have received a copy of the Plans and Specifications with respect
to the Improvements to be constructed on each Property being acquired on such
Property Closing Date, if available (and to the extent such Plans and
Specifications are not available, the Lessee hereby covenants and agrees to
provide them

                                       16
<PAGE>
                                                         PARTICIPATION AGREEMENT

to the Administrative Agent and the Lessor promptly after they become
available); and

               (s) Additional Survey and Title Matters. In addition to the other
representations and warranties of the Loan Parties, the Loan Parties represent
and warrant as to such Property on the Property Closing Date that each Survey,
including, without limitation, the information, courses and distances shown
thereon, is accurate; the legal description of each Property "closes" by
mathematical calculation; the Property depicted on each Survey forms one
contiguous parcel, uninterrupted by any strips, gaps or gores; each Survey
correctly shows the size, location and type of all buildings, structures and
other improvements on the Property and all are within the boundary lines and
applicable setback lines (whether established by subdivision plat, recorded
restrictions or applicable zoning or building codes) affecting such Property;
municipal water, sanitary sewer, telephone, electric and gas services for the
operation of each Property are present on such Property or within adjacent
public rights-of-way or recorded easements in the locations shown on each
Survey; there are no party walls with or encroachments upon adjoining premises,
streets or alleys by any of the buildings, structures or other improvements
located or to be located on any Property, or encroachments upon or party walls
with any Property by any building, structure or other improvements situated upon
any adjoining premises; the buildings and other improvements on each Property do
not overhang or encroach upon any easements or rights-of-way of others; all
public streets necessary for access to each Property have been completed and
dedicated and there is direct access between such streets and such Property;
each Property complies with all applicable zoning requirements and regulations,
has a validly issued certificate of occupancy and contains sufficient number of
parking spaces as required by law or otherwise necessary for the proper use and
operation thereof; no Property lies within a flood hazard area designated as a
Flood Zone on any flood hazard map published by the Federal Emergency Management
Agency; each Property shown on a Survey is the same property described in the
corresponding owner's and lender's title insurance policy or commitment
delivered to the Administrative Agent; no Property serves any adjoining property
for drainage utilities, parking, ingress or egress; there are no unpaid bills
for work performed upon or materials delivered to any Property for the
construction or improvement of any Property (or any part thereof) during the
preceding 12 months; there are no unrecorded tenancies, leases or other
occupancies on any Property and no Person has any options to purchase, rights of
first

                                       17
<PAGE>
                                                         PARTICIPATION AGREEMENT

refusal, rights of first offer or similar rights in connection with any
Property; no Person is in possession of any Property other than the Lessee; and
there are no unpaid charges for taxes, water and/or sewer services or other
utility charges or unpaid special assessments for items such as sidewalks,
curbs, gutters, sewers, storm water assessments affecting any Property.

          6.3. Conditions to the Investors' and the Lenders' Obligations to Make
Advances to pay Project Costs for Construction on any Property. The obligations
of the Investors to make Investor Contributions, and of the Lenders to make
Loans to the Lessor, on a Funding Date (it being understood that the Investors
shall not be obligated to make Investor Contributions on any Funding Date other
than the Initial Closing Date) for the purpose of providing funds to the Lessor
necessary to pay for the construction of the Improvements or the payment of
Transaction Costs or other Project Costs (other than Property Acquisition Costs)
are subject to the satisfaction or waiver of the following additional conditions
precedent:

               (a) Requisition. The Administrative Agent and the Investors shall
have received a fully executed counterpart of a Requisition, appropriately
completed;

               (b) Title. Title to all of the Properties shall conform to the
representations set forth in Section 7.5(k); and

               (c) Budget in Balance. Based upon the Budget, the Available
Commitments and the Available Investor Commitments will be sufficient to
complete the Improvements on such Properties for which the Requi sition relates.


                   SECTION 7. REPRESENTATIONS AND WARRANTIES.

          7.1. Representations and Warranties of the Investors on the Initial
Closing Date. Each of the Investors hereby represents and warrants on its own
behalf to each of the other parties hereto as of the Initial Closing Date as
follows:

               (a) Due Organization, etc. It is a duly organized and validly
existing corporation in good standing under the laws of the State of its

                                       18
<PAGE>
                                                         PARTICIPATION AGREEMENT

incorporation and has the power and authority to carry on its business as now
conducted and to enter into and perform its obligations under this Agreement,
each Operative Agreement to which it is a party and each other agreement,
instrument and document executed and delivered by it on the Closing Date in
connection with or as contemplated by each such Operative Agreement to which it
is or will be a party.

               (b) Authorization; No Conflict. The execution, delivery and
performance of each Operative Agreement to which it is a party has been duly
authorized by all necessary action on its part and neither the execution and
delivery thereof by such Investor, nor the consummation of the transactions
contemplated thereby by such Investor, nor compliance by it with any of the
terms and provisions thereof (i) requires or will require any approval of (which
approval has not been obtained) the shareholders of, or approval or consent of
any trustee or holders of any indebtedness or obligations of such Investor, (ii)
contravenes or will contravene any Legal Requirement applicable to or binding on
it as of the date hereof, (iii) does or will contravene or result in any breach
of or constitute any default under, or result in the creation of any Lessor Lien
upon any of the Properties or any of the Improvements, its articles of
incorporation or by-laws, any indenture, mortgage, chattel mortgage, deed of
trust, conditional sales contract, bank loan or credit agreement or other
agreement or instrument to which it or its properties may be bound or (iv) does
or will require any Governmental Action by any Governmental Authority.

               (c) Enforceability, etc. Each Operative Agreement to which it is
a party has been duly executed and delivered by it and constitutes, or upon
execution and delivery will constitute, a legal, valid and binding obligation
enforceable against it in accordance with the terms thereof.

               (d) ERISA. Such Investor is making the Investor Contributions
contemplated to be made by it hereunder for its own account and with its general
corporate assets in the ordinary course of its business, and no part of such
amount constitutes the assets of any Employee Benefit Plan.

               (e) Litigation. No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or threatened by

                                       19
<PAGE>
                                                         PARTICIPATION AGREEMENT

or against such Investor with respect to any of the Operative Agreements or any
of the transactions contemplated hereby or thereby.

          7.2. Representations and Warranties of Lessor on the Initial Closing
Date. The Lessor represents and warrants to each of the other parties hereto as
of the Initial Closing Date as follows:

               (a) Due Organization, etc. The Lessor is a duly organized and
validly existing business trust in good standing under the laws of the State of
Delaware and has the power and authority to carry on its business as now
conducted and to enter into and perform its obligations under this Agreement,
each Operative Agreement to which it is a party and each other agreement,
instrument and document executed and delivered by it on the Closing Date in
connection with or as contemplated by each such Operative Agreement.

               (b) Authorization; No Conflict. The execution, delivery and
performance of each Operative Agreement to which it is a party has been duly
authorized by all necessary action on its part and neither the execution and
delivery thereof by the Lessor, nor the consummation of the transactions
contemplated thereby by the Lessor, nor compliance by it with any of the terms
and provisions thereof (i) requires or will require any approval (which approval
has not been obtained) of any party or approval or consent of any trustee or
holders of any indebtedness or obligations of the Lessor (ii) contravenes or
will contravene any Legal Requirement applicable to or binding on it as of the
date hereof, (iii) does or will contravene or result in any breach of or
constitute any default under, or result in the creation of any Lessor Lien upon
any of the Properties or any of the Improvements or the Trust Agreement, any
indenture, mortgage, chattel mortgage, deed of trust, conditional sales
contract, bank loan or credit agreement or other agreement or instrument to
which it or its properties may be bound or (iv) does or will require any
Governmental Action by any Governmental Authority.

               (c) Enforceability, etc. Each Operative Agreement to which it is
a party has been duly executed and delivered by it and constitutes, or upon
execution and delivery will constitute, a legal, valid and binding obligation
enforceable against it in accordance with the terms thereof.

                                       20
<PAGE>
                                                         PARTICIPATION AGREEMENT

               (d) Litigation. No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or threatened by or
against the Lessor (a) with respect to any of the Operative Agreements or any of
the transactions contemplated hereby or thereby, or (b) which could reasonably
be expected to have a material adverse effect on the assets, liabilities,
operations, business or financial condition of the Lessor.

               (e) Assignment. The Lessor has not assigned or transferred any of
its right, title or interest in or under the Lease, any Operative Document or
any of the Properties, except in accordance with the Operative Agreements.

               (f) No Default. The Lessor is not in default under or with
respect to any of its Contractual Obligations in any respect which could have a
material adverse effect on the assets, liabilities, operations, business or
financial condition of the Lessor. No Default or Event of Default attributable
to it has occurred and is continuing.

               (g) Use of Proceeds. The proceeds of the Loans and the Investor
Contributions shall be applied by the Lessor solely in accordance with the
provisions of the Operative Agreements.

               (h) Chief Place of Business. The Lessor's chief 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 Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware, 19890-
0001.

               (i) Securities Act. Neither the Lessor nor any Person authorized
by the Lessor to act on its behalf has offered or sold any interest in the
Properties or the Notes, or in any similar security or interest relating to the
Properties, or in any security the offering of which for the purposes of the
Securities Act would be deemed to be part of the same offering as the offering
of the aforementioned securities to, or solicited any offer to acquire any of
the same from, any Person other than, in the case of the Notes, the
Administrative Agent, and neither the Lessor nor any Person authorized by the
Lessor to act on its behalf will take any action which would subject the
issuance or sale of any interest in any

                                       21
<PAGE>
                                                         PARTICIPATION AGREEMENT

of the Properties or the Notes to the provisions of Section 5 of the Securities
Act or require the qualification of any Operative Agreement under the Trust
Indenture Act of 1939, as amended.

               (j) Lessor Liens. Each of the Properties is free and clear of all
Lessor Liens attributable to the Lessor or the Owner Trustee.

          7.3. Representations and Warranties of the Loan Parties on the Initial
Closing Date. Each Loan Party represents and warrants to each of the other
parties hereto as of the Initial Closing Date as follows:

               (a) Organization; Powers. Each Loan Party (i) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (ii) has all requisite power and authority to own its property and
assets and to carry on its business as now conducted and as proposed to be
conducted, (iii) is qualified to do business in every jurisdiction where such
qualification is required, except where the failure so to qualify would not
result in a Material Adverse Effect, and (iv) has the power and authority to
execute, deliver and perform its obligations under each of the Operative
Agreements and each other agreement or instrument contemplated thereby to which
it is or will be a party.

               (b) Authorization. The execution, delivery and performance by
each Loan Party of the Operative Agreements to which it is a party (a) have been
duly authorized by all requisite corporate action on the part of such Loan Party
and (b) do not and will not (i) violate any Legal Requirements applicable to
such Loan Party, the certificate or articles of incorporation or bylaws of such
Loan Party or any order, judgment or decree of any court or other agency of
government binding on it, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of such Loan Party which could reasonably be expected to
result in a Material Adverse Effect, (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of such Loan Party
(other than any Liens created under any of the Operative Agreements), or (iv)
require any approval of stockholders or any approval or consent of any Person
under any Contractual Obligation of such Loan Party, except for such approvals
or consents which will be obtained on or before the Initial Closing Date (or, in
the case of any Operative Agreement executed and delivered after the Initial
Closing Date, on or before such

                                       22
<PAGE>
                                                         PARTICIPATION AGREEMENT

date of execution and delivery) and disclosed in writing to the Administrative
Agent and the Investors or such approvals or consents the failure to obtain
could not reasonably be expected to individually or in the aggregate result in a
Material Adverse Effect.

               (c) Enforceability. This Agreement and each of the other
Operative Agreements to which each Loan Party is a party has been duly executed
and delivered by such Loan Party and constitutes a legal, valid and binding
obligation of such Loan Party enforceable against such Loan Party in accordance
with its terms except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.

               (d) Governmental Approvals. No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority is
or will be required by any of the Loan Parties in connection with the sale,
leasing or financing of any of the Properties, except such as have been made or
obtained and are in full force and effect.

               (e) Financial Condition. The Lessee has heretofore furnished to
the Investors, the Administrative Agent and the Lenders consolidated balance
sheet and statements of income, stockholders equity and cash flows for (i) FMI
and its Subsidiaries, as of and for the fiscal year ended Febru ary 1, 1997,
reported on by Deloitte & Touche, independent public accountants of FMI, and the
fiscal quarter and the portion of the fiscal year ended November 8, 1997,
certified by the chief financial officer of FMI; (ii) QFC and its Subsidiaries,
as of and for the fiscal year ended December 28, 1996, reported on by Deloitte &
Touche, independent public accountants of QFC, and the fiscal quarter and the
portion of the fiscal year ended September 6, 1997, certified by the chief
financial officer of QFC; and (iii) Food 4 Less and its Subsidiaries, as of and
for the fiscal year ended February 2, 1997, reported on by Arthur Ander son,
independent public accountants of Food 4 Less, and the fiscal quarter and the
portion of the fiscal year ended October 12, 1997, certified by the chief
financial officer of Food 4 Less. Such financial statements present fairly, in
all material respects, the financial position and results of operations and cash
flows of each of FMI, QFC, Food 4 Less and their respective Subsidiaries as of
such dates and for such periods in accordance

                                        23
<PAGE>
                                                         PARTICIPATION AGREEMENT

with GAAP, subject to year-end audit adjustments and the absence of footnotes in
the case of the statements for the interim periods.

               (f) No Material Adverse Change. There has been no material
adverse change in the business, assets, operations, prospects or condition,
financial or otherwise, of (i) FMI and its subsidiaries, taken as a whole, since
February 1, 1997; (ii) QFC and its subsidiaries, taken as a whole, since
December 28, 1996; or (iii) Food 4 Less and its subsidiaries, taken as a whole,
since February 2, 1997.

               (g) Title to Properties; Liens Each Loan Party has (i) good,
sufficient and legal title to (in the case of fee interests in real property),
(ii) valid leasehold interests in (in the case of leasehold interests in real or
personal property), or (iii) good title to (in the case of all other personal
property) all of its properties and assets reflected in the financial statements
referred to in paragraph (e) above except for assets disposed of since the date
of such financial statements in the ordinary course of business. Except as
permitted by the Operative Agreements and the Corporate Loan Documents, all such
properties and assets are free and clear of Liens.

               (h) Litigation; Adverse Facts. Except as described in Schedule
7.3(h) annexed hereto, there are no actions, suits, proceedings, arbitrations or
governmental investigations (whether or not purportedly on behalf of any of the
Loan Parties) at law or in equity or before or by any federal, state, municipal
or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, pending or, to the knowledge of any of the
Loan Parties, threatened against or affecting any of the Loan Parties or any of
their Subsidiaries or any property of any of the Loan Parties or any of their
Subsidiaries that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. Neither any of the Loan Parties
nor any of their Subsidiaries is (i) in violation of any applicable laws that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect or (ii) subject to or in default with respect to any
final judgments, writs, injunctions, decrees, rules or regulations of any court
or any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.

                                       24
<PAGE>
                                                         PARTICIPATION AGREEMENT

               (i) Payment of Taxes. All material tax returns and reports of
each of the Loan Parties required to be filed have been timely filed, and all
material taxes, assessments, fees and other governmental charges upon each of
the Loan Parties and upon their respective properties, assets, income,
businesses and franchises which are due and payable have been paid when due and
payable. No Loan Party knows of any material proposed tax assessment against any
of the Loan Parties which is not being actively contested by such Loan Party in
good faith and by appropriate proceedings; provided that such reserves or other
appropriate provisions, if any, as shall be required in conformity with GAAP
shall have been made or provided therefor.

               (j) Performance of Agreements; Materially Adverse Agreements. (1)
No Loan Party is in default in the performance, observance or fulfillment of any
of the obligations, covenants or conditions contained in any of its Contractual
Obligations, and no condition exists that, with the giving of notice or the
lapse of time or both, would constitute such a default, except where the
consequences, direct or indirect, of such default or defaults, if any,
individually or in the aggregate, would not have a Material Adverse Effect.

                    (2) No Loan Party is a party to or is otherwise subject to
any agreements or instruments or any charter or other internal restrictions
which, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect.

               (k) Governmental Regulation. Neither any Loan Party nor any of
their Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the
Investment Company Act of 1940 or under any other federal or state statute or
regulation which may limit its ability to incur Indebtedness or which may
otherwise render all or any portion of the Obligations unenforceable.

               (l) Securities Activities. Neither any Loan Party nor any of
their Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying any Margin Stock.

                                       25
<PAGE>
                                                         PARTICIPATION AGREEMENT

               (m) Employee Benefit Plans. (1) Each of the Loan Parties and each
of their respective ERISA Affiliates is in material compliance with all
applicable provisions and requirements of ERISA and the regulations and
published interpretations thereunder with respect to each Employee Benefit Plan,
and has performed all its material obligations under each Employee Benefit Plan.

                    (2) No ERISA Events have occurred or are reasonably expected
to occur which individually or in the aggregate resulted in or might reasonably
be expected to result in a liability of any of the Loan Parties or any of their
respective ERISA Affiliates in excess of $10,000,000 during the term of this
Agreement.

               (n) Certain Fees. Except as disclosed on Schedule 7.3(n) annexed
hereto, no broker's or finder's fee or commission will be payable with respect
to this Agreement or any of the transactions contemplated hereby.

               (o) Environmental Protection. Except as set forth in Schedule
7.3(o) annexed hereto:

                    (1) the operations of each of the Loan Parties and each of
their Subsidiaries (including, without limitation, all operations and conditions
at or in the Facilities) comply in all material respects with all Environmental
Laws;

                    (2) each of the Loan Parties and each of their Subsidiaries
has obtained all Governmental Approvals under Environmental Laws necessary to
its respective operations, and all such Governmental Approvals are in good
standing, and each of the Loan Parties and each of their Subsidiaries is in
compliance with all material terms and conditions of such Governmental
Approvals;

                    (3) neither any Loan Party nor any of their Subsidiaries has
received (a) any notice or claim to the effect that it is or may be liable to
any Person as a result of or in connection with any Hazardous Materials except
as would not reasonably be expected to have a Material Adverse Effect or (b) any
letter or request for information under Section 104 of the Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C. ss. 9604) or

                                       26
<PAGE>
                                                         PARTICIPATION AGREEMENT

comparable state laws regarding any matter which could reasonably be expected to
result in a Material Adverse Effect, and, to the best of each of the Loan
Parties' knowledge, none of the operations of any of the Loan Parties or any of
their Subsidiaries is the subject of any federal or state investigation relating
to or in connection with any Hazardous Materials at any Facility or at any other
location;

                    (4) none of the operations of any of the Loan Parties or any
of their Subsidiaries is subject to any judicial or administrative proceeding
alleging the violation of or liability under any Environmental Laws which if
adversely determined could reasonably be expected to have a Material Adverse
Effect;

                    (5) neither any Loan Party nor any of their Subsidiaries nor
any of their respective Facilities or operations is subject to any outstanding
written order or agreement with any Governmental Authority or private party
relating to (a) any Environmental Laws or (b) any Environmental Claims which
could reasonably be expected to result in a liability to either Lessee or any of
its Subsidiaries in excess of $10,000,000 individually or in the aggregate;

                    (6) neither any Loan Party nor any of their Subsidiaries has
any contingent liability in connection with any Release of any Hazardous
Materials by any of the Loan Parties or any of their Subsidiaries which could
reasonably be expected to result in Material Adverse Effect

                    (7) neither any Loan Party nor any of their Subsidiaries or,
to the best knowledge of any Loan Party, any predecessor of any of the Loan
Parties or any of their Subsidiaries has filed any notice under any
Environmental Law indicating past or present treatment or Release of Hazardous
Materials at any Facility except as would not reasonably be expected to have a
Material Adverse Effect, and none of the Loan Parties' or any of their Subsidiar
ies' operations involves the generation, transportation, treatment, storage or
disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any
state equivalent other than in compliance in all material respects with all
Environmental Laws;

                                       27
<PAGE>
                                                         PARTICIPATION AGREEMENT

                    (8) no Hazardous Materials exist on, under or about any
Facility in a manner that has a reasonably possibility of giving rise to an
Environmental Claim having a Material Adverse Effect, and neither any Loan Party
nor any of their Subsidiaries has filed any notice or report of a Release of any
Hazardous Materials that has a reasonable possibility of giving rise to an
Environmental Claim having a Material Adverse Effect;

                    (9) neither any Loan Party nor any of their Subsidiaries or,
to the best knowledge of any Loan Party, any of their respective predecessors
has disposed of any Hazardous Materials in a manner that has a reasonable
possibility of giving rise to an Environmental Claim having a Material Adverse
Effect;

                    (10) no unpermitted underground storage tanks or surface
impoundments are on or at any Facility; and

                    (11) no material Lien in favor of any Person relating to or
in connection with any Environmental Claim has been filed or has been attached
to any Facility.

          Notwithstanding anything in this paragraph (o) to the contrary, no
event or condition has occurred with respect to any of the Loan Parties or any
of their Subsidiaries relating to any Environmental Laws or any Release of
Hazardous Materials at any Facility or any other location, including, without
limitation, any matter disclosed on Schedule 7.3(o) annexed hereto, which,
individually, or in the aggregate, has had a Material Adverse Effect.

               (p) Employee Matters. There is no strike or work stoppage in
existence or threatened involving any of the Loan Parties or any of their
Subsidiaries that could reasonably be expected to have a Material Adverse
Effect.

               (q) Solvency. Each of the Loan Parties is and, upon the
incurrence of any Obligations by the Lessee on any date on which this
representation is made, will be, Solvent.

                                       28
<PAGE>
                                                         PARTICIPATION AGREEMENT

               (r) Disclosure. No representation or warranty of any of the Loan
Parties contained in any Operative Agreement, or in any other document,
certificate or written statement furnished to the Administrative Agent, the
Lenders or the Investors by or at the direction of any Loan Party for use in
connection with the transactions contemplated by the Operative Agreements
contains any untrue statement of a material fact or omits to state a material
fact (known to any of the Loan Parties, in the case of any document not
furnished by it) necessary in order to make the statements contained herein or
therein not misleading in light of the circumstances in which the same were
made. Any projections and pro forma financial information contained in such
materials are based upon good faith estimates and assumptions believed by any of
the Loan Parties to be reasonable at the time made, it being recognized by the
Administrative Agent, the Lenders and the Investors that such projections as to
future events are not to be viewed as facts and that actual results during the
period or periods covered by any such projections may differ from the projected
results. There are no facts known (or which should upon the reasonable exercise
of diligence be known) to any Loan Party (other than matters of a general
economic nature) that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect and that have not been disclosed
herein or in such other documents, certificates and statements furnished to the
Administrative Agent, the Lenders and the Investors for use in connection with
the transactions contemplated hereby.

               (s) Patents, Trademarks, etc. Each Loan Party and each of their
respective Subsidiaries has obtained and holds in full force and effect all
patents, trademarks, servicemarks, trade names, copyrights and other such
rights, free from burdensome restrictions, which are necessary for the operation
of its business as presently conducted, except to the extent that failure to
obtain and hold in full force and effect such patents, trademarks, servicemarks,
trade names, copyrights and other such rights, free from burdensome
restrictions, would not be reasonably likely to have a Material Adverse Effect.
No material product, process, method, substance, part of other material
presently sold by or employed by such Loan Party or any of its Subsidiaries in
connection with such business infringes any patent, trademark, service mark,
trade name, copyright, license or other right owned by any other Person.

               (t) Merger Documents. The Lessee has delivered to the
Administrative Agent, the Lenders and the Investors complete and correct copies

                                       29
<PAGE>
                                                         PARTICIPATION AGREEMENT

of the Merger Documents, in each case as in effect as of the Initial Closing
Date, and of all exhibits and schedules thereto. The Merger Documents have not
been amended, supplemented, restated or otherwise modified on or before the
Initial Closing Date since the date the Merger Documents were first entered
into.

               (u) Worker's Compensation Claims. There are no worker's
compensation claims against or relating to any Loan Party that, individually or
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect.

               (v) Permits. Except as disclosed in Schedule 7.3(v) annexed
hereto, each of the Loan Parties, prior to and after giving effect to the
Mergers, has such certificates, permits, licenses, franchises, consents,
approvals, authorizations and clearances that are material to the condition
(financial or otherwise), business or operations of such Loan Party
(collectively the "Permits") and is (and will be immediately after the
consummation of the Transactions) in compliance in all material respects with
all applicable laws as are necessary to own, lease or operate its properties and
to conduct its businesses in the manner as presently conducted and to be
conducted immediately after the consummation of the Merger, and all such Permits
are valid and in full force and effect and will be valid and in full force and
effect immediately upon consummation of the Mergers except to the extent that
the failure of such Permits to be valid and in full force and effect would not
be reasonably likely to have a Material Adverse Effect. Each of the Loan
Parties, prior to and after giving effect to the Transactions, is and will be in
compliance in all material respects with its obligations under such Permits and
no event has occurred that allows, or after notice or lapse of time would allow,
revocation or termination of such Permits, except for any such revocation or
termination which could not reasonably be expected to individually or in the
aggregate have a Material Adverse Effect.

               (w) Subsidiaries. All of the Subsidiaries of FMI as of the
Initial Closing Date (other than Insignificant Subsidiaries) are identified in
Schedule 7.3(w) annexed hereto. The capital stock of each of the Subsidiaries of
FMI identified in Schedule 7.3(w) annexed hereto is duly authorized, validly
issued, fully paid and nonassessable, and free and clear of all Liens (except
Permitted Liens) and none of such capital stock constitutes Margin Stock. Each
of the Subsidiaries of FMI identified in Schedule 7.3(w) annexed hereto is a
corporation

                                       30
<PAGE>
                                                         PARTICIPATION AGREEMENT

duly organized, validly existing and in good standing under the laws of its
respective jurisdiction of incorporation set forth therein, has all requisite
corporate power and authority to own and operate its properties and to carry on
its business and in good standing in every jurisdiction where its assets are
located and wherever necessary to carry out its business and operations, in each
case except where failure to be so qualified or in good standing or to have such
corporate power and authority has not had and will not have, either individually
or in the aggregate for all such failures, a Material Adverse Effect. Schedule
7.3(w) annexed hereto correctly sets forth for FMI and each of its Subsidiaries
(i) the ownership interest of FMI and each of its Subsidiaries in each of the
Subsid iaries of FMI identified therein, (ii) the jurisdiction of incorporation
of FMI and each such Subsidiary and (iii) whether any such Subsidiary is
inactive.

          7.4. Representations and Warranties of the Trust Company on the
Initial Closing Date. The Trust Company represents and warrants to each of the
other parties hereto that:

               (a) Due Organization, etc. It is a banking corporation duly
organized and validly existing and in good standing under the laws of the State
of Delaware and has the power and authority to enter into and perform its
obligations under the Trust Agreement and has the corporate power and authority
to act as the trustee under the Trust Agreement and to enter into and perform
the obligations under each of the other Operative Agreements to which 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 Initial 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) Authorization; No Conflict. The execution, delivery and
performance of each Operative Agreement to which it is a party, either in its
individual capacity or (assuming due authorization, execution and delivery of
the Trust Agreement by the Investor) 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

                                       31
<PAGE>
                                                         PARTICIPATION AGREEMENT

indebtedness or obligations, (ii) does or will contravene
any current United States federal law, governmental rule or regulation 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, its charter or by-laws, or 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 or (iv) does or will
require any Governmental Action by any Governmental Authority of the United
States or the State of Delaware regulating its banking or trust powers.

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

               (d) Litigation. No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or threatened by or
against the Trust Company with respect to any of the Operative Agreements or any
of the transactions contemplated hereby or thereby.

          7.5. Representations and Warranties of the Loan Parties on Property
Closing Dates. Each of the Loan Parties hereby represents and warrants as of
each Property Closing Date as follows:

               (a) Representations and Warranties. The representations and
warranties of the Lessor and the Loan Parties set forth in Section 7.2 and 7.3,
respectively, and in each of the other Operative Agreements are true and correct
in all respects on and as of such Property Closing Date as if made on and as of
such Property Closing Date, except to the extent such representations or
warranties relate solely to an earlier date, in which case such representations
and warranties shall have been true and correct on and as of such earlier date.
Each of the Loan

                                       32
<PAGE>
                                                         PARTICIPATION AGREEMENT

Parties is in compliance with its obligations under the Operative Agreements and
there exists no Default or Event of Default under any of the Operative
Agreements.

               (b) No Default. No Default or Event of Default will occur under
any of the Operative Agreements as a result of, or after giving effect to, the
Advance requested by the Requisition on such Property Closing Date.

               (c) Recording of Documents. Each of the Deed, the Lease
Supplement, the Memorandum of Lease, the Assignment of Lease, the Consent to the
Assignment of Lease and the Mortgage delivered on such Property Closing Date
will be recorded with the appropriate Governmental Authorities in the order set
forth in this paragraph, and the UCC Financing Statements with
respect to the Property being acquired will be filed with the appropriate Govern
mental Authorities.

               (d) Priority of Liens. (i) Upon proper recordation, each
Mortgage, each Supplement to the Assignment of Lease and each Memorandum of
Lease delivered on such Property Closing Date, will constitute a valid and
perfected first lien on each applicable Property and the Improvements located
thereon in an amount not less than the Tranche A/B Property Cost with respect to
such Property, subject only to the Permitted Exceptions, and (ii) upon proper
filing, the Lessor Financing Statements will perfect the Lessor's interest under
the Lease to the extent the Lease is a security agreement governed by Article 9
of the Uniform Commercial Code.

               (e) Flood Zone. No portion of any Property being acquired by the
Lessor on such Property Closing Date is located in an area identified as a
special flood hazard area by the Federal Emergency Management Agency or other
applicable agency, or if any 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.

               (f) Insurance Coverage. The Lessee maintains insurance coverage
for each Property being acquired by the Lessor on such Property Closing

                                       33
<PAGE>
                                                         PARTICIPATION AGREEMENT

Date which meets the requirements of Section 14.1 of the Lease and all of such
coverage is in full force and effect.

               (g) Legal Requirements. Each Property being acquired by the
Lessor on such Property Closing Date complies in all material respects with all
Legal Requirements (including all zoning and land use laws and Environmental
Laws).

               (h) Consents, etc. All consents, licenses and building permits
required by all Legal Requirements for construction, completion, occupancy and
operation of each Property being acquired on such Property Closing Date have
been obtained and are in full force and effect or, as to Proper ties being
constructed, will be obtained when required.

               (i) Utilities. All utility services and facilities necessary for
the use of the Improvements existing, or to be constructed, on the Land
(including gas, electrical, water and sewage services and facilities) will be
available to each Property being acquired on such Property Closing Date on or
prior to the Outside Completion Date for such Property.

               (j) Environmental Matters.

                    (1) No Property being acquired on such Property Closing Date
contains, or has previously contained, any Hazardous Materials in amounts or
concentrations which (i) constitute or constituted a material violation of, or
(ii) are reasonably likely to give rise to material liability under, any
Environmental Law.

                    (2) Each Property and all operations at such Property are in
compliance, and have in the last ten years been in compliance, in all material
respects with all applicable Environmental Laws, and there is no material
contamination at, on or under such Property or material violation of any
Environmental Law with respect to such Property or the business operated by FMI,
Smith's or any of their Subsidiaries at the Property.

                    (3) None of the Loan Parties or any of their Subsidiaries
has received any notice of any material violation, alleged material

                                       34
<PAGE>
                                                         PARTICIPATION AGREEMENT

violation, material non-compliance, material liability or potential material
liability regarding compliance with Environmental Laws with regard to any of the
Properties, nor does any Loan Party have knowledge that any such notice will be
received or is being threatened.

                    (4) Hazardous Materials have not been transported or
disposed of from any of the Properties in material violation of any
Environmental Law, nor have any Hazardous Materials been generated, treated,
stored or disposed of at, on or under any of the Properties in material
violation of any applicable Environmental Law.

                    (5) No judicial proceeding or governmental or administrative
action is pending or, to the best knowledge of the Loan Parties, threatened,
under any Environmental Law to which any of the Loan Parties or any of their
respective Subsidiaries is or will be named as a party with respect to any of
the Properties, nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or other administrative or
judicial requirements outstanding under any Environmental Law with respect to
any of the Properties which, if adversely determined, could reasonably be
expected to have a Material Adverse Effect.

                    (6) There has been no Release or threat of Release of
Hazardous Materials at or from any of the Properties, or arising from or related
to the operations of the Loan Parties or any of their Subsidiaries in connection
with any of the Properties, in violation of or in amounts or in a manner that
could reasonably be expected to give rise to any material liability under any
Environmental Laws.

               (k) Title to the Properties. (1) Except with respect to
Properties subject to Ground Leases, upon the acquisition of each Property on
such Property Closing Date, the Lessor will have good and marketable title to
such Property in fee simple, subject only to the Permitted Exceptions. Upon the
acquisition of each Property on such Property Closing Date, the Lessor will have
the right to grant the Mortgage on such Property. The Lessor will at all times
have good and marketable title to the Improvements, subject only to Permitted
Exceptions.

                                       35
<PAGE>
                                                         PARTICIPATION AGREEMENT

                    (2) With respect to Properties leased under a Ground Lease,
upon execution of such Ground Lease and other related documents on such Property
Closing Date, the Lessor will have an enforceable lessee's interest enforceable
against the Lessee, in accordance with the terms of such Ground Lease.

               (l) Location of the Properties. Each Property being acquired on
such Property Closing Date is located in the continental United States.

               (m) Conditions Precedent in Operative Agreements. All conditions
precedent contained in this Agreement and in the other Operative Agreements
relating to the acquisition of a Property by the Lessor have been satisfied in
full or waived.

          7.6. Representations and Warranties of the Lessor on Property Closing
Dates. The Lessor hereby represents and warrants as of each Property Closing
Date as follows:

               (a) Representations and Warranties; No Default. The
representations and warranties of the Lessor set forth in Section 7.2 and in
each of the other Operative Agreements are true and correct in all respects on
and as of such Property Closing Date as if made on and as of such Property
Closing Date, except to the extent such representations and warranties relate
solely to an earlier date, in which case such representations and warranties
shall have been true and correct as of such earlier date. The Lessor is in
compliance with its obligations under the Operative Agreements and there exists
no Default or Event of Default under any of the Operative Agreements. No Default
or Event of Default attributable to the Lessor will occur under any of the
Operative Agreements as a result of, or after giving effect to, the Advance
requested by the Requisition on such Property Closing Date.

               (b) Conditions Precedent in Operative Agreements. All conditions
precedent contained in this Agreement and in the other Operative Agreements to
be satisfied by the Lessor relating to the acquisition of a Property by the
Lessor have been satisfied in full.

                                       36
<PAGE>
                                                         PARTICIPATION AGREEMENT

          7.7. Representations and Warranties of the Loan Parties upon each
Funding Date. Each Loan Party hereby represents and warrants as of each Funding
Date as follows:

               (a) Representations and Warranties. The representations and
warranties of the Loan Parties set forth in Section 7.2 and 7.3, respectively,
and in each of the other Operative Agreements are true and correct in all
respects on and as of such Funding Date as if made on and as of such Funding
Date, except to the extent such representations or warranties relate solely to
an earlier date, in which case such representations and warranties shall have
been true and correct as of such earlier date. The Loan Parties are in
compliance with their respective obligations under the Operative Agreements and
there exists no Default or Event of Default under any of the Operative
Agreements. No Default or Event of Default will occur under any of the Operative
Agreements as a result of, or after giving effect to, the Advance requested by
the Requisition on such date.

               (b) Title to Properties. The Lessor has good and marketable title
to each Property in fee simple (or, with respect to Lease-Purchased Properties,
has a first priority perfected leasehold interest), subject only to the
Permitted Exceptions.

               (c) Priority of Liens. Each Mortgage, Supplement to the
Assignment of Lease and Memorandum of Lease constitutes a valid and perfected
first lien on each applicable Property and the Improvements located thereon in
an amount not less than the Tranche A/B Property Cost with respect to such
Property, subject only to Permitted Exceptions.

               (d) Insurance. The Construction Agent has obtained insurance
coverage covering each Property which meets the requirements of the Construction
Agency Agreement and the other Operative Agreements before commencing
construction, repairs or Modifications, as the case may be, and such coverage is
in full force and effect.

               (e) Property-Related Matters. Each Construction Period Property
will when improved in accordance with the Plans and Specifications, comply, and
each Completed Property complies in all material respects, with all Legal
Requirements (including all applicable zoning and land use laws and

                                       37
<PAGE>
                                                         PARTICIPATION AGREEMENT

Environmental Laws) and Insurance Requirements. The Plans and Specifications
have been or will be prepared in accordance with all applicable Legal
Requirements (including all applicable Environmental Laws and building, plan
ning, zoning and fire codes) and upon completion of the applicable Improvements
in accordance with the Plans and Specifications, such Improvements on the
Construction Period Property will not encroach in any manner onto any adjoining
land (except as permitted by express written easements or variance) and such
Improvements and the use thereof by the Lessee and its agents, assignees,
employees, invitees, lessees, licensees and tenants will comply with all
applicable Legal Requirements (including all applicable Environmental Laws and
building, planning, zoning and fire codes). Upon completion of such Improvements
in accordance with the Plans and Specifications, (i) there will be material no
defects to such Improvements including the plumbing, heating, air conditioning
and electrical systems thereof and (ii) all water, sewer, electric, gas,
telephone and drainage facilities and all other utilities required to adequately
service such Improvements for their intended use will be available pursuant to
adequate permits (including any that may be required under applicable
Environmental Laws). There is no action, suit or proceeding (including any
proceeding in condemnation or eminent domain or under any applicable
Environmental Law) pending or threatened which materially adversely affects the
title to, or the use, operation or value of, the Properties. No fire or other
casualty with respect to the Properties has occurred which fire or other
casualty has had a material adverse effect on the Lessee's ability to perform
its obligations under the Construction Agency Agreement and the other Operative
Agreements. All utilities serving the Properties, or proposed to serve the
Properties in accordance with the Plans and Specifications, are located in, and
in the future will be located in, and vehicular access to the Improvements on
each of the Properties is provided by, either public rights-of-way abutting the
Properties or Appurtenant Rights. All applicable licenses, approvals,
authorizations, consents, permits (including, without limitation, building,
demolition and environmental permits, licenses, approvals, authorizations and
consents), easements and rights-of-way, including proof of dedication, required
for (i) the use, treatment, storage, transport, disposal or disposition of any
Hazardous Material on, at, under or from the Properties during the construction
of the Improvements thereon and the use and operation of the Improvements
following such construction, (ii) the construction of the Improvements in
accordance with the Plans and Specifications and the Construction Agency
Agreement and (iii) the use and operation of the Improvements following such
construction as permitted pursuant to the Lease have been obtained

                                       38
<PAGE>
                                                         PARTICIPATION AGREEMENT

from the appropriate Governmental Authorities having jurisdiction or from
private parties.

               (f) Lease Requirements. The Improvements when completed, will
comply with all requirements and conditions set forth in the Lease and all other
conditions and requirements of the Operative Documents.

               (g) Conditions Precedent Contained in the Operative Agreements.
All conditions precedent contained in this Agreement and in the other Operative
Agreements relating to the relevant Advance have been satisfied in full.

               (h) Projected Completion Value. The Property Cost of all
Improvements on each Property as established by the Construction Budget will not
exceed an amount equal to one hundred ten percent (110%) of the Projected
Completion Value.

          7.8. Representations and Warranties of the Lessor Upon each Funding
Date. The Lessor hereby represents and warrants as of each Funding Date as
follows:

               (a) Representations and Warranties. The representations and
warranties of the Lessor set forth in Section 7.2 and in each of the other
Operative Agreements are true and correct in all respects on and as of such
Funding Date as if made on and as of such Funding Date, except to the extent
such representations and warranties relate solely to an earlier date, in which
case such representations and warranties shall have been true and correct as of
such earlier date. The Lessor is in compliance with its respective obligations
under the Operative Agreements.

               (b) Authority of the Lessor. The execution and delivery of each
Operative Agreement delivered by the Lessor on such date and the performance of
the obligations of the Lessor under each Operative Agreement has been duly
authorized by all requisite action of the Lessor.

                                       39
<PAGE>
                                                         PARTICIPATION AGREEMENT

               (c) Execution and Delivery by the Lessor. Each Operative
Agreement required to be delivered by the Lessor on such date has been duly
executed and delivered by the Lessor.

               (d) Valid and Binding Obligations of the Lessor. Each Operative
Agreement delivered by the Lessor on such date is a legal, valid and binding
obligation of the Lessor, enforceable against the Lessor in accordance with its
terms.

               (e) Conditions Precedent contained in the Operative Agreements.
All conditions precedent contained in this Agreement and in the other Operative
Agreements to be satisfied by the Lessor relating to the relevant Advance have
been satisfied in full.

          7.9. Representations and Warranties of the Investors Upon Funding
Dates. Each Investor hereby represents and warrants on its own behalf as of each
Funding Date that: (a) the representations and warranties of such Investor set
forth herein and in each of the other Operative Agreements are true and correct
in all respects on and as of such Funding Date as if made on and as of such
Funding Date, except to the extent such representations and warranties
relate solely to an earlier date, in which case such representations and
warranties shall have been true and correct as of such earlier date and (b) such
Investor is in compliance with its obligations under the Operative Agreements.

                     SECTION 8. PAYMENT OF CERTAIN EXPENSES.

          The Lessee agrees, for the benefit of the Investors, the Trust
Company, the Owner Trustee, the Administrative Agent and each of the Lenders,
to:

          8.1. Transaction Expenses. On the Initial Closing Date, each Property
Closing Date and each Funding Date, pay, or cause to be paid, all (a) reasonable
fees, expenses and disbursements of each of the Lessor's, the Trust Company's,
the Administrative Agent's, and the Investors' counsel in connection with the
transactions contemplated by the Operative Agreements and incurred in

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                                                         PARTICIPATION AGREEMENT

connection with such Initial Closing Date and (b) all reasonable Transaction
Expenses.

          8.2. Brokers' Fees and Stamp Taxes. Pay or cause to be paid brokers'
fees for brokers retained by the Loan Parties and any and all stamp, transfer
and other similar taxes, fees and excises, if any, including any interest and
penalties, which are payable in connection with the transactions contemplated by
this Agreement and the other Operative Agreements.

          8.3. Certain Fees and Expenses. Pay or cause to be paid (i) the
initial and annual Trust Company's fee and all reasonable out-of-pocket expenses
of the Trust Company and any necessary co-trustees (including reasonable counsel
fees and expenses) or any successor owner trustee, for acting as trustee under
the Trust Agreement, (ii) all reasonable out-of-pocket costs and expenses
incurred by the Loan Parties, the Administrative Agent, the Lenders, the
Investors, the Trust Company or the Lessor (A) in entering into any future
amendments or supplements with respect to any of the Operative Agreements,
whether or not such amendments or supplements are ultimately entered into, (B)
the giving or withholding of waivers of consents hereto or thereto, which have
been requested by the Lessee or (C) in connection with the enforcement or
protection of its rights in connection with the Operative Agreements after the
occurrence of an Event of Default, and (iii) all reasonable out-of-pocket costs
and expenses incurred by the Lessor, the Loan Parties, the Lenders, the
Investors, the Trust Company or the Administrative Agent in connection with any
purchase of any Property by the Lessee pursuant to Section 20 of the Lease.

          8.4. Credit Agreement and Related Obligations. (a) Pay, on or prior to
the due date thereof, all costs, fees, indemnities, expenses and other amounts
(other than principal and interest on the Loans, but including breakage costs
and interest on overdue amounts pursuant to Section 2.14 of the Credit Agreement
or otherwise) required to be paid by the Lessor under any Operative Agreement.

               (b) Pay the Administrative Agent all fees specified in the Fee
Letter at the time and in the manner required by the Fee Letter, which fees may
not be paid by using the proceeds of the Loans or the Investor Contribution.

                                       41
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                                                         PARTICIPATION AGREEMENT

               (c) Pay the Lessor promptly after receipt of notice therefor any
additional amounts payable by the Lessor as Borrower under the Credit Agreement
in respect of Sections 2.13, 2.14 and 2.15 of the Credit Agreement (it being
agreed that the Lessor is, for purposes of this Agreement, a beneficiary of the
provisions of Sections 2.13, 2.14 and 2.15 of the Credit Agreement).

          8.5. Trust Agreement and Related Obligations. (a) Pay, before the due
date thereof, all costs, fees, indemnities, expenses and other amounts (other
than principal and interest on the Investor Contributions, but including
breakage costs and interest on overdue amounts pursuant to Section 3.13 of the
Trust Agreement or otherwise) required to be paid by the Owner Trustee under any
Operative Agreement.

               (b) Pay the Owner Trustee promptly after receipt of notice
therefor any additional amounts payable by the Owner Trustee in respect of
Sections 3.12, 3.13 and 3.14 of the Trust Agreement (it being agreed that the
Owner Trustee is, for purposes of this Agreement, a beneficiary of the
provisions of Sections 3.12, 3.13 and 3.14 of the Trust Agreement).

          8.6. Commitment Fees. Pay to the Administrative Agent for the account
of each Lender the Commitment Fee on each Commitment Fee Payment Date.

          8.7. Overdue Rate. If all or a portion of the Investor Yield or any
other amount owed to the Investors shall not be paid when due, such overdue
amount shall bear interest, payable on demand, at a rate per annum equal to the
applicable Overdue Rate, from the date of such non-payment until such amount is
paid in full (as well after as before judgment).


                  SECTION 9. CERTAIN COVENANTS AND AGREEMENTS.

          9.1. Covenants of the Owner Trustee and the Investors. Each of the
Owner Trustee and the Investors hereby agrees that so long as this Agreement and
the other Operative Agreements are in effect:

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                                                         PARTICIPATION AGREEMENT

               (a) Discharge of Liens. Each of the Investors, the Owner Trustee
and the Trust Company, in its individual capacity, will not create or permit to
exist at any time, and will, at its own cost and expense, promptly take such
action as may be necessary duly to discharge, or to cause to be discharged, all
Lessor Liens on the Properties granted or suffered by it or any of its
Affiliates; provided, however, that the Investors, the Owner Trustee and the
Trust Company 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 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, any Property or
title thereto or any interest therein or the payment of Rent.

               (b) Trust Agreement. Without prejudice to any right under the
Trust Agreement of the Trust Company to resign, or the Investors' right under
the Trust Agreement to remove the institution acting as owner trustee, each of
the Investors and the Trust Company hereby agrees with the Lessee and the
Administrative Agent (i) not to terminate or revoke the trust created by the
Trust Agreement except as permitted by the Trust Agreement, (ii) not to amend,
supplement, terminate or revoke or otherwise modify any provision of the Trust
Agreement without the prior written consent of any party adversely affected by
such amendment and (iii) to comply with all of the terms of the Trust Agreement,
the nonperformance of which would adversely affect such party.

               (c) Successor Trust Company. The Trust Company or any successor
may resign or be removed by the Investors as 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 9 of the
Trust Agreement and with the consent of the Lessee, which consent shall not be
unreasonably withheld or delayed.

               (d) Indebtedness; Other Business. The Lessor in its capacity as
the Owner Trustee shall not contract for, create, incur or assume any
indebtedness, or guarantee the indebtedness of any Person, or enter into any
business or other activity, other than pursuant to or under the Operative
Agreements.

                                       43
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                                                         PARTICIPATION AGREEMENT

               (e) No Violation. The Investors will not instruct the Owner
Trustee to take any action in violation of the terms of any Operative Agreement.

               (f) No Voluntary Bankruptcy. Neither the Investors nor the Owner
Trustee shall (i) commence any case, proceeding or other action 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 for it or for all or any substantial benefit of its creditors; and
neither the Investors 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) Change of Chief Place of Business. The Owner Trustee shall
give prompt notice to the Lessee and the Administrative Agent if the Owner
Trustee's chief 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 the Trust Company's Corporate Trust
Administration office in Wilmington, Delaware or if it shall change its name.

               (h) Loan Documents. Provided that no Event of Default is
continuing, none of the Lenders, the Owner Trustee, the Lessee, the
Administrative Agent nor the Investors shall consent to any amendment, supple
ment, waiver or other modification of the terms and provisions of the Credit
Agreement, the Notes or the Security Documents, in each case without the prior
written consent of the Lessee, which consent shall not be unreasonably withheld
or delayed; provided that no such amendment, supplement, waiver or other
modification shall increase the obligations of the Lessee under the Operative
Agreements without the prior written consent of the Lessee.

               (i) Disposition of Assets. The Owner Trustee shall not convey,
sell, lease, assign, transfer or otherwise dispose of any of its property,
business or assets, whether now owned or hereafter acquired, except to the
extent expressly authorized by the Operative Agreements.

                                       44
<PAGE>
                                                         PARTICIPATION AGREEMENT

               (j) Compliance with Operative Agreements. The Owner Trustee shall
at all times observe and perform all of the covenants, conditions and
obligations required to be performed by it under each Operative Agreement to
which it is a party.

          9.2. Amendment of Certain Documents. The Administrative Agent, for
itself on behalf of the Lenders, hereby agrees for the benefit of the Owner
Trustee and the Investors that it will not amend, alter or otherwise modify, or
consent to any amendment, alteration or modification of, the Lease or the Credit
Agreement (including the definitions of any terms used in such document) without
the prior written consent of the Owner Trustee and the Investors, as the case
may be, if such amendment, alteration or modification would adversely affect the
interests of the Owner Trustee or the Investors.

          9.3. Proceeds of Casualty. The Lessor and the Investors agree, for the
benefit of the Administrative Agent and the Lenders, that if at any time either
the Lessor or the Investors receive any proceeds as a result, directly or
indirectly, of any Casualty with respect to the Properties which the Lessor is
entitled to retain and hold in accordance with the terms of the Lease, the
Lessor and the Investors agree that they will promptly deposit such amounts in
an account with the Administrative Agent. The Lessor and the Investors also
agree that they will execute and deliver such documents and instruments as the
Administrative Agent may request in order to grant the Administrative Agent, for
the benefit of the Lenders, a valid and perfected, first priority security
interest in such proceeds.

          9.4. Affirmative Covenants of the Lessee. The Lessee covenants that:

               (a) Financial Statements and Other Information. The Lessee will
furnish to the Administrative Agent and each Lender:

               (i) within 100 days after the end of each fiscal year of the
Lessee, its audited consolidated balance sheet and related statements of opera
tions, stockholders' equity and cash flows as of the end of and for such year,
setting forth in each case in comparative form the figures for the previous
fiscal year, all reported on by Deloitte & Touche LLP or other independent
public accountants of recognized national standing (without a "going concern" or
like qualification or

                                       45
<PAGE>
                                                         PARTICIPATION AGREEMENT

exception and without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements present fairly
in all material respects the financial condition and results of operations of
the Lessee and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP;

               (ii) within 55 days after the end of each of the first three
fiscal quarters of each fiscal year of the Lessee, its consolidated balance
sheet and related statements of operations, stockholders' equity and cash flows
as of the end of and for such fiscal quarter and the then elapsed portion of the
fiscal year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified by one of its Responsible
Officers as presenting fairly in all material respects the financial condition
and results of operations of the Lessee and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP, subject to normal year-end audit
adjustments and the absence of footnotes;

               (iii) concurrently with any delivery of financial statements
under clause (i) or (ii) above, a Compliance Certificate (i) certifying as to
whether a Default has occurred and, if a Default has occurred, specifying the
details thereof and any action taken or proposed to be taken with respect
thereto, (ii) setting forth reasonably detailed calculations (x) demonstrating
compliance with Section 9.5(j) and (y) establishing the Applicable Margin, and
(iii) stating whether any change in GAAP or in the application thereof has
occurred since the date of the audited financial statements referred to in
Section 6.1(w) and, if any such change has occurred, specifying the effect of
such change on the financial statements accompanying such certificate;

               (iv) concurrently with any delivery of financial statements under
clause (i) above, a certificate of the accounting firm that reported on such
financial statements stating whether they obtained knowledge during the course
of their examination of such financial statements of any Default (which
certificate may be limited to the extent required by accounting rules or
guidelines);

               (v) promptly after the same become publicly available, copies of
all periodic and other reports, proxy statements and other materials filed by
the Lessee or any Subsidiary with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said
Commis-

                                       46
<PAGE>
                                                         PARTICIPATION AGREEMENT

sion, or with any national securities exchange, or distributed by the Lessee to
its shareholders generally, as the case may be; and

               (vi) promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition
of the Lessee or any Subsidiary, or compliance with the terms of this Agreement,
as the Administrative Agent or any Lender or Investor may reasonably request.

               (b) Notices of Material Events. The Lessee will furnish to the
Administrative Agent and each Lender and Investor prompt written notice of the
following:

               (i) the occurrence of any Default upon actual knowledge of a
Responsible Officer of the Lessee;

               (ii) the filing or commencement of any action, suit or proceeding
by or before any arbitrator or Governmental Authority against or affecting the
Lessee or any Affiliate thereof that, if adversely determined, could reasonably
be expected to result in a Material Adverse Effect;

               (iii) the occurrence of any ERISA Event that, alone or together
with any other ERISA Events that have occurred, could reasonably be expected to
result in material liability of the Lessee and its Subsidiaries; and

               (iv) any other development that results in, or could reasonably
be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Responsible Officer of the Lessee setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken
with respect thereto.

               (c) Existence; Conduct of Business. The Lessee will, and will
cause each of its Subsidiaries to, do or cause to be done all things necessary
to preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
its business;

                                       47
<PAGE>
                                                         PARTICIPATION AGREEMENT

provided that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 9.5(d).

               (d) Payment of Obligations. The Lessee will, and will cause each
of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if
not paid, could result in a Material Adverse Effect before the same shall become
delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) the Lessee or such
Subsidiary has set aside on its books adequate reserves with respect thereto in
accordance with GAAP and (c) the failure to make payment pending such contest
could not reasonably be expected to result in a Material Adverse Effect.

               (e) Maintenance of Properties; Insurance. The Lessee will, and
will cause each of its Subsidiaries to, (a) keep and maintain all property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and (b) maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks
(and having such deductibles and self-insurance) as are customarily maintained
by companies engaged in the same or similar businesses operating in the same or
similar locations.

               (f) Books and Records; Inspection Rights. The Lessee will, and
will cause each of its Subsidiaries to, keep proper books of record and account
in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Lessee will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative Agent or any Lender or Investor, upon reasonable prior
notice, to visit and inspect its properties, to examine and make extracts from
its books and records, and to discuss its affairs, finances and condition with
its officers and independent accountants, all at such reasonable times and as
often as reasonably requested.

               (g) Compliance with Laws. The Lessee will, and will cause each of
its Subsidiaries to, comply with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property, including without
limitation ERISA and all Environmental Laws, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

                                       48
<PAGE>
                                                         PARTICIPATION AGREEMENT

               (h) Use of Proceeds. The proceeds of the Loans will be used only
for the purposes set forth in Section 2.1. No part of the proceeds of any Loan
will be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Federal Reserve Board, including
Regulations G, U and X.

               (i) Subsidiary Guarantees; Pledge Agreement. The Lessee shall
cause each Person which becomes a Subsidiary (other than Insignificant
Subsidiaries) after the Initial Closing Date to execute and deliver to the
Administrative Agent a Subsidiary Guarantee and a Joinder Agreement with respect
to the Pledge Agreement and the Intercreditor Agreement together with such
officer's certificates, resolutions and other assurances related thereto as the
Administrative Agent shall reasonably request within 10 days of such Person
becoming a Subsidiary.

               (j) Store Land Property. The Lessee shall deliver to each of the
Lessor and the Administrative Agent, not less than ten (10) days prior to the
Construction Commencement Date with respect to any Store Land Property, the
following:

               (i) the construction schedule prepared by or at the direction of
the Construction Agent showing the estimated (i) timetable for completion of the
Improvements to be constructed on such Property, which timetable will project
(A) commencement of construction of such Improvements within twelve months of
the acquisition or leasing under a Ground Lease, as the case may be, by the
Lessor of such Property and (B) completion of such Improvements within 12 months
of the Construction Commencement Date for such Property; and (ii) timetable for
the making of Loans in respect of such Property;

               (ii) a copy of the Budget with respect to the construction of the
Improvements to be constructed on such Property, in form and substance
satisfactory to the Administrative Agent and the Lessor, based upon which Budget
the Available Commitments will be sufficient to complete the Improvements
contemplated to be constructed on such Property; and

               (iii) the Plans and Specifications with respect to the
Improvements to be constructed on such Property.

                                       49
<PAGE>
                                                         PARTICIPATION AGREEMENT

               9.5. Negative Covenants of the Lessee. The Lessee covenants that:

               (a) Subsidiary Indebtedness. The Lessee will not permit any
Subsidiary to create, incur, assume or permit to exist any Indebtedness, except:

               (i) Indebtedness owed to the Lessee or to another Subsidiary;

               (ii) Indebtedness existing on the date hereof; provided that to
the extent any item of such Indebtedness exceeds $5,000,000, or the aggregate of
all such Indebtedness exceeds $25,000,000, such Indebtedness shall be identified
in Schedule 9.5(a);

               (iii) Indebtedness secured by Permitted Liens;

               (iv) Capitalized Lease Obligations not to exceed $100,000,000;

               (v) Indebtedness outstanding when a Person becomes a Subsidiary
or is merged or consolidated with another Subsidiary, provided that such
Indebtedness exists at the time such Person becomes a Subsidiary and is not
created in contemplation of or in connection with such Person becoming a
Subsidiary;

               (vi) Indebtedness in respect of letters of credit issued to
support the purchase of goods by the applicable Subsidiary in the ordinary
course of business;

               (vii) Indebtedness in respect of commercial letters of credit
issued to support liabilities of a Subsidiary relating to worker's compensation,
judgments pending appeal (and as to which there is no Event of Default under any
Operative Agreement), construction or similar liabilities in the ordinary course
of business;

               (viii) Suretyship Liabilities constituting guarantees of the
Lessee's unsecured Indebtedness, provided such Indebtedness is not senior to the
obligations of the Lessee under the Corporate Loan Documents and such guarantees
contain language in substantially the form attached as Exhibit E hereto; and
Suretyship Liabilities constituting guarantees of the Lessee's Synthetic Lease
Facilities,

                                       50
<PAGE>
                                                         PARTICIPATION AGREEMENT

provided such guarantees contain language in substantially the form attached as
Exhibit E hereto; and

               (ix) Indebtedness not otherwise permitted by the foregoing
clauses of this Section 9.5(a) so long as the sum, without duplication, of (x)
all such Indebtedness and (y) all Indebtedness secured by Liens permitted solely
by Section 9.5(b)(vi) does not exceed 5.0% of Tangible Net Assets.

               (b) Liens. The Lessee will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

               (i) Permitted Liens;

               (ii) any Lien on any property or asset of the Lessee or any
Subsidiary existing on the date hereof (including Liens created pursuant to the
Corporate Loan Documents and the Security Documents) and set forth in Schedule
9.5(b); provided that (i) such Lien shall not apply to any other property or
asset of the Lessee or any Subsidiary and (ii) such Lien shall secure only those
obligations which it secures on the date hereof;

               (iii) any Lien existing on any property or asset prior to the
acquisition thereof by the Lessee or any Subsidiary or existing on any property
or asset of any Person that becomes a Subsidiary after the date hereof prior to
the time such Person becomes a Subsidiary; provided that (i) such Lien is not
created in contemplation of or in connection with such acquisition or such
Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply
to any other property or assets of the Lessee or any Subsidiary and (iii) such
Lien shall secure only those obligations which it secures on the date of such
acquisition or the date such Person becomes a Subsidiary, as the case may be;

               (iv) Liens on fixed or capital assets acquired, constructed or
improved by the Lessee or any Subsidiary; provided that (i) such security
interests and the Indebtedness secured thereby are incurred prior to or within
180 days after such acquisition or the completion of such construction or
improvement, (ii) the Indebtedness secured thereby does not exceed the cost of
acquiring, constructing or

                                       51
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                                                         PARTICIPATION AGREEMENT

improving such fixed or capital assets and (iii) such security interests shall
not apply to any other property or assets of the Lessee or any Subsidiary;

               (v) Liens on assets acquired after the date hereof under
Synthetic Lease Facilities; and

               (vi) Liens not otherwise permitted by the foregoing clauses of
this Section 9.5(b), securing Indebtedness of the Lessee or its Subsidiaries, so
long as the sum, without duplication, of (i) all such Indebtedness and (ii) all
Indebtedness permitted solely by Section 9.5(a)(ix) does not exceed 5.0% of
Tangible Net Assets.

               (c) Modifications of Merger Documents. The Lessee shall not, and
shall not permit any of its Subsidiaries to amend, modify or waive, or permit
the amendment, modification or waiver of, any provision of the Merger Documents.

               (d) Fundamental Changes.

               (i) The Lessee will not, and will not permit any Material
Subsidiary to, merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all or
any substantial part of its assets, or all or substantially all of the stock of
any of its Material Subsidiaries (in each case, whether now owned or hereafter
acquired), or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing (i) any Subsidiary may merge into the Lessee in a transaction in
which the Lessee is the surviving corporation, (ii) any Subsidiary may merge
into any Subsidiary in a transaction in which the surviving entity is a
Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose
of its assets to the Lessee or to another Subsidiary and (iv) any Subsidiary may
liquidate or dissolve if the Lessee determines in good faith that such
liquidation or dissolution is in the best interests of the Lessee and is not
materially disadvantageous to the Lenders and Investors.

               (ii) The Lessee will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than
businesses of the

                                       52
<PAGE>
                                                         PARTICIPATION AGREEMENT

type conducted by the Lessee and its Subsidiaries on the date of execution of
this Agreement and businesses reasonably related thereto.

               (e) Investments, Loans, Advances, Suretyship Liabilities and
Acquisitions. The Lessee will not, and will not permit any of its Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a wholly owned Subsidiary prior to such merger) any capital stock,
evidences of indebtedness or other securities (including any option, warrant or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, incur Suretyship Liabilities in respect of any obligations
of, or make or permit to exist any investment or any other interest in, any
other Person, or purchase or otherwise acquire (in one transaction or a series
of transactions) any assets of any other Person constituting a business unit,
except:

               (i) Permitted Investments;

               (ii) investments by the Lessee and its Subsidiaries in its
Subsidiaries including Persons which, as a result of such investment, become
Subsidiaries;

               (iii) loans or advances made, or Suretyship Liabilities incurred,
by the Lessee to or in respect of any Subsidiary and made or incurred by any
Subsidiary to or in respect of the Lessee or any other Subsidiary;

               (iv) Suretyship Liabilities with respect to Hedging Agreements
permitted by Section 9.5(f);

               (v) Suretyship Liabilities constituting Debt permitted by Section
9.5(a) which are (i) in respect of commercial paper, or (ii) Suretyship
Liabilities other than in respect of commercial paper in aggregate amount not to
exceed $200,000,000 at any one time;

               (vi) Suretyship Liabilities created under the Corporate Loan
Documents;

               (vii) Suretyship Liabilities with respect to Surety Instruments
incurred in the ordinary course of business; and

                                       53
<PAGE>
                                                         PARTICIPATION AGREEMENT

               (viii) investments existing on the date hereof; provided that to
the extent any such investment exceeds $5,000,000, or the aggregate of all such
investments exceeds $25,000,000, such investments shall be identified in
Schedule 9.5(e);

               (ix) investments by the Lessee and its Subsidiaries not otherwise
permitted by the foregoing clauses of this Section 9.5(e), so long as such
additional investments made in reliance on this clause (e) do not exceed
$200,000,000 in the aggregate at any time.

               (f) Hedging Agreements. The Lessee will not, and will not permit
any of its Subsidiaries to, enter into any Hedging Agreement, other than Hedging
Agreements entered into in the ordinary course of business to hedge or mitigate
risks to which the Lessee or any Subsidiary is exposed in the conduct of its
business or the management of its liabilities.

               (g) Restricted Payments. The Lessee will not, and will not permit
any of its Subsidiaries to, declare or make, or agree to pay or make, directly
or indirectly, any Restricted Payment, except that, so long as no Event of
Default has occurred and is continuing, (a) the Lessee may declare and pay
dividends with respect to its capital stock payable solely in additional shares
of its common stock, (b) the Lessee may make Restricted Payments pursuant to and
in accordance with stock option plans or other benefit plans for management or
employees of the Lessee and its Subsidiaries, (c) any Subsidiary may declare and
pay Restricted Payments to the Lessee or any other Subsidiary, and (d) the
Lessee and its Subsidiaries may pay cash dividends and repurchase their
respective stock from any Person which is not the Lessee or another Subsidiary
so long as on the date of payment or repurchase (i) such cash dividends and
stock repurchases do not exceed $150,000,000 in any single fiscal year, and (ii)
the total of such cash dividends and stock repurchases during the Term does not
exceed an aggregate amount of $200,000,000 plus 40% of the Lessee's and its
Subsidiaries' aggregate net income earned commencing with the fiscal year ending
January 31, 1999, and each fiscal year thereafter; provided that a payment in
connection with the repurchasing of certain warrants from the shareholders of
FFL in an amount not to exceed $20,000,000 shall not be counted against the
amounts set forth in clauses (i) and (ii) above.

                                       54
<PAGE>
                                                         PARTICIPATION AGREEMENT

               (h) Transactions with Affiliates. Except during the continuance
of an Event of Default, the Lessee will not, and will not permit any of its
Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise
engage in any other transactions with, any of its Affiliates, except (a) at
prices and on terms and conditions not less favorable to the Lessee or such
Subsidiary than could be obtained on an arm's-length basis from unrelated third
parties, (b) transactions between or among the Lessee and its wholly owned
Subsidiaries not involving any other Affiliate and (c) any Restricted Payment
permitted by Section 9.5(g).

               (i) Restrictive Agreements. The Lessee will not, and will not
permit any of its Subsidiaries to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon the ability of any Subsidiary to pay dividends or
other distributions with respect to any shares of its capital stock or to make
or repay loans or advances to the Lessee or any other Subsidiary or to incur
Suretyship Liabilities in respect of Indebtedness of the Lessee or any other
Subsidiary; provided that (i) the foregoing shall not apply to restrictions and
conditions imposed by law or by this Agreement and the other Operative
Agreements, (ii) the foregoing shall not apply to restrictions and conditions
(x) contained in the Other Corporate Loan Documents or (y) existing on the date
hereof and identified on Schedule 9.5(i) (but shall apply to any extension or
renewal of, or any amendment or modification expanding the scope of, any such
restriction or condition) and (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder
and provided further that such restrictions and conditions cannot be imposed at
any time that a Default has occurred and is continuing.

               (j) Financial Covenants.

                    (A) Leverage Ratio. The Lessee shall not permit its Leverage
Ratio to exceed, at the end of any fiscal quarter ending on or during any period
listed below, the ratio set forth opposite such period; provided that there
shall be added to Consolidated EBITDA for purposes of determining the Leverage
Ratio the following amounts: (i) with respect to the two fiscal quarters ended

                                       55
<PAGE>
                                                         PARTICIPATION AGREEMENT

August 15, 1998, $25,000,000 and (ii) in addition to clause (i) above, with
respect to the fiscal quarter ended November 7, 1998, $12,500,000:

         Period                                      Ratio
         ------                                      -----

From and including August 15, 1998                   5:00 to 1.00
  to and including January 29, 1999

From and including January 30, 1999                  4.50 to 1.00
  to and including January 28, 2000

From and including January 29, 2000                  4.00 to 1.00
  and therafter

                    (B) Fixed Charge Coverage Ratio. The Lessee shall not permit
the Fixed Charge Coverage Ratio to be less than, at the end of any fiscal
quarter ending on or during any period listed below, the ratio set forth
opposite such period:

         Period                                      Ratio
         ------                                      -----

From and including August 15, 1998                   1.75 to 1.00
  to and including January 29, 1999

From and including January 30, 1999                  2.00 to 1.00
  to and including February 2, 2001

From and including February 3, 2001                  2.25 to 1.00
  and thereafter

               (k) Unconditional Purchase Obligations. The Lessee shall not, and
shall not permit any Subsidiary to, enter into or be a party to any contract for
the purchase of materials, supplies or other property or services, if such
contract requires that payments be made by it regardless of whether or not
delivery is ever made of such materials, supplies or other property or services.

                                       56
<PAGE>
                                                         PARTICIPATION AGREEMENT

               (l) Fiscal Year; Fiscal Quarter. The Lessee shall not, and shall
not permit any of its Subsidiaries to, change its fiscal year or any of its
fiscal quarters.


                SECTION 10. CREDIT AGREEMENT AND TRUST AGREEMENT.

          10.1. Lessee's Credit Agreement Rights. Notwithstanding anything to
the contrary contained in the Credit Agreement, the Administrative Agent, the
Lessee, the Investors and the Owner Trustee hereby agree that:

               (a) the Lessee shall have the right to give the notices referred
to in Section 2.3 of the Credit Agreement;

               (b) the Lessee shall have the right to convert or continue Loans
in accordance with Section 2.6 of the Credit Agreement;

               (c) the Lessee shall receive copies of all notices delivered to
the Lessor under the Credit Agreement and the other Operative Agreements and
such notices will be effective as set forth in Section 13.2;

               (d) the Lessee shall have the right to select Interest Periods in
accordance with the terms of the Credit Agreement;

               (e) the Lessee shall have the right to give notice of prepayment
of the Loans in accordance with the Credit Agreement;

               (f) the Lessee shall have the right to cure, to the extent
susceptible to a cure under the terms of the applicable Operative Agreement, any
Default or Event of Default of the Lessor under the Credit Agreement;

               (g) except during the continuance of an Event of Default, the
Lessee shall have the right to approve any successor Administrative Agent
pursuant to Section 7.9 of the Credit Agreement;

               (h) except during the continuance of an Event of Default, the
Lessee shall have the right, on behalf of the Lessor, to select any person or

                                       57
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                                                         PARTICIPATION AGREEMENT

persons (including the Lessee) to whom funds may be paid at the discretion of
the Lessor in accordance with Sections 8.1 and 8.2 of the Credit Agreement;

               (i) the Lessee shall have the right to consent to any assignment
by a Lender, if required pursuant to Section 9.5 of the Credit Agreement;

               (j) the Lessee shall have the right to designate the portion of
the Loans on which interest is due and payable for purposes of the definition of
"Allocated Interest";

               (k) the Lessee shall have the right to request that another
lending office be designated pursuant to Section 2.16 of the Credit Agreement;
and

               (l) without limiting the foregoing clauses (a) through (k), and
in addition thereto, (x) the Owner Trustee shall not exercise any right under
the Credit Agreement without giving the Lessee at least ten (10) Business Days'
prior written notice (or such shorter period as may be required but in no case
less than three (3) Business Days) and, following such notice, the Owner Trustee
shall take such action, or forbear from taking such action, as the Lessee shall
direct and (y) the Lessee shall have the right to exercise any other right of
the Owner Trustee under the Credit Agreement upon not less than two (2) Business
Days' prior written notice from the Lessee to the Owner Trustee. Notwithstanding
the foregoing, the Investors shall retain the exclusive right to direct the
Owner Trustee with respect to the exercise of the Excepted Rights.

          10.2. Lessee's Trust Agreement Rights. Notwithstanding anything to the
contrary contained in the Trust Agreement, the Administrative Agent, the Lessee,
the Investors and the Owner Trustee hereby agree that:

               (a) the Lessee shall have the right to give the notices referred
to in Section 3.3 of the Trust Agreement;

               (b) the Lessee shall have the right to convert or continue
Investor Contributions in accordance with Section 3.6 of the Trust Agreement;

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<PAGE>
                                                         PARTICIPATION AGREEMENT

               (c) the Lessee shall receive copies of all notices delivered to
the Owner Trustee under the Trust Agreement and the other Operative Agreements
and such notices shall not be effective until received;

               (d) the Lessee shall have the right to select Interest Periods in
accordance with the terms of the Trust Agreement;

               (e) the Lessee shall have the right to approve any successor
Owner Trustee pursuant to Section 9.1 of the Trust Agreement;

               (f) the Lessee shall have the right to request that another
contributing office be designated pursuant to Section 3.15 of the Trust
Agreement; and

               (g) without limiting the foregoing clauses (a) through (f), and
in addition thereto, (x) the Owner Trustee shall not exercise any right under
the Credit Agreement without giving the Lessee at least ten (10) Business Days'
prior written notice (or such shorter period as may be required but in no case
less than three (3) Business Days) and, following such notice, the Owner Trustee
shall take such action, or forbear from taking such action, as the Lessee shall
direct and (y) the Lessee shall have the right to exercise any other right of
the Owner Trustee under the Credit Agreement upon not less than two (2) Business
Days' prior written notice from the Lessee to the Owner Trustee. Notwithstanding
the foregoing, the Investors shall retain the exclusive right to direct the
Owner Trustee with respect to the exercise of the Excepted Rights.

                        SECTION 11. TRANSFER OF INTEREST.

          11.1. Restrictions on Transfer. The Investors may not, directly or
indirectly, assign, convey or otherwise transfer any of their respective right,
title or interest in or to the Trust Estate or the Trust Agreement without the
consent of the Administrative Agent and the Lessee, which consent shall not be
unreasonably withheld or delayed; provided that during the continuance of an
Event of Default no such consent of the Lessee shall be required. Any transfer
by the Investors as above provided, shall be effected pursuant to an agreement
in form and substance reasonably satisfactory to the Administrative Agent, the
Investors, the Trust

                                       59
<PAGE>
                                                         PARTICIPATION AGREEMENT

Company, the Lessee and their respective counsel, and any transfer restrictions
set forth on the Investor Certificate.

          11.2. Effect of Transfer. From and after any transfer effected in
accordance with this Section 11, 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 Investor shall
remain liable under the Trust Agreement to the extent that the transferee
Investor shall not have assumed the obligations of the transferor Investor
thereunder. Upon any transfer by an Investor as above provided, any such
transferee shall assume the obligations of the transferring Investor, and shall
be deemed the "Investor" 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 11, the transferor shall be entitled to all benefits
accrued and all rights vested prior to such transfer including rights to
indemnification under any such document.


                          SECTION 12. INDEMNIFICATION.

          12.1. General Indemnity. The Lessee, whether or not any of the
transactions contemplated hereby shall be consummated, 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 in any way relating to or arising
or alleged to arise out of (a) the financing, refinancing, purchase, acceptance,
rejection, ownership, design, construction, delivery, acceptance, nondelivery,
leasing, subleasing, possession, use, operation, repair, modification,
transportation, condition, sale, return, repossession (whether by summary
proceedings or otherwise), or any other disposition of the Properties or any
part thereof; (b) any latent or other defects in any Property whether or not
discoverable by an Indemnified Person or the Lessee; (c) any violation of
Environmental Laws, Environmental Claims or other loss of or damage relating to
the Properties; (d) the Operative Agreements, or any transaction contemplated
thereby; (e) any breach by the Lessee of any of its representations or
warranties under the Operative Agree-

                                       60
<PAGE>
                                                         PARTICIPATION AGREEMENT

ments or failure by the Lessee to perform or observe any covenant or agreement
to be performed by it under any of the Operative Agreements; and (f) personal
injury, death or property damage relating to any Property, including Claims
based on strict liability in tort; but in any event excluding (x) Claims to the
extent such Claims arise solely out of events occurring after the expiration of
the Term (and any hold over period pursuant to Section 22 of the Lease) and
after the Lessee's discharge of all obligations under the Lease or (y) any Taxes
including any Claim (or any portion of a Claim) made upon an Indemnified Person
by a third party that at its origin is based upon a Tax (other than amounts
necessary to make any payments hereunder on an After Tax Basis, where the Lessee
is otherwise specifically required to make such payments on an After Tax Basis).
The Lessee shall be entitled to control, and shall assume full responsibility
for the defense of, any Claim; provided, however, that any or all of the Owner
Trustee, the Trust Company, the Administrative Agent and the Investors named in
such Claim, may each retain separate counsel at the expense of the Lessee in the
event of and to the extent of a material conflict. The Lessee and each
Indemnified Person agree to give each other prompt written notice of any Claim
hereby indemnified against but the giving of any such notice by an Indemnified
Person shall not be a condition to the Lessee's obligations under this Section
12.1, except to the extent failure to give such notice materially prejudices the
Lessee's rights hereunder. After an Indemnified Person has been fully
indemnified for a Claim pursuant to this Section 12.1, and so long as no Event
of Default under the Lease shall have occurred and be continuing, the Lessee
shall be subrogated to any right of such Indemnified Person with respect to such
Claim. None of the Indemnified Persons shall settle a Claim without the consent
of the Lessee, which consent shall not be unreasonably withheld or delayed.

          12.2. General Tax Indemnity. (a) The Lessee shall pay and assume
liability for, and hereby agrees to indemnify, protect and defend the applicable
Property and all Tax Indemnitees, and hold them harmless against, all
Impositions on an After Tax Basis.

               (b) Provided that no Default or Event of Default has occurred and
is continuing, if any Tax Indemnitee obtains a refund or a reduction in a
liability (but only if such reduction relates to a Tax not otherwise
indemnifiable hereunder and has not been taken into account in determining the
amount of a payment on an After Tax Basis) as a result of any Imposition paid or

                                       61
<PAGE>
                                                         PARTICIPATION AGREEMENT

reimbursed by the Lessee (in whole or in part), such Tax Indemnitee shall
promptly pay to the Lessee the lesser of (x) the amount of such refund or
reduction in liability and (y) the amount previously so paid or advanced by the
Lessees, in each case net of reasonable expenses not already paid or reimbursed
by the Lessees.

               (c) (i) Subject to the terms of Section 12.2(g), the Lessee shall
pay or cause to be paid all Impositions directly to the taxing authorities where
feasible and otherwise to the Tax Indemnitee, as appropriate, and the Lessee
shall at its own expense, upon such Tax Indemnitee's reasonable request, furnish
to such Tax Indemnitee 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 12.2(g) and which the Lessee pays directly to the
taxing authorities, the Lessee shall pay such Impositions on or prior to the
latest time permitted by the relevant taxing authority for timely payment. In
the case of Impositions for which the Lessee reimburses a Tax Indemnitee, the
Lessee shall do so within twenty (20) days after receipt by the Lessee of demand
by such Tax Indemnitee describing in reasonable detail the nature of the
Imposition and the basis for the demand (including the computation of the amount
payable), but in no event shall the Lessee be required to pay such reimbursement
prior to thirty (30) days before the latest time permitted by the relevant
taxing authority for timely payment. In the case of Impositions for which a
contest is conducted pursuant to Section 12.2(g), the Lessee shall pay such
Impositions or reimburse such Tax Indemnitee for such Impositions, to the extent
not previously paid or reimbursed pursuant to subsection (a), on or prior to the
latest time permitted by the relevant taxing authority for timely payment after
conclusion of all contests under Section 12.2(g).

                    (iii) Impositions imposed with respect to a Property for a
billing period during which the Lease expires or terminates with respect to such
Property (unless the Lessee has exercised the Purchase Option with respect to
the Property) shall be adjusted and prorated on a daily basis between the Lessee
and the Lessor, whether or not such Imposition is imposed before or after such
expiration or termination and each party shall pay or reimburse the other for
each party's pro rata share thereof.

                                       62
<PAGE>
                                                         PARTICIPATION AGREEMENT

                    (iv) At the Lessee's request, the amount of any
indemnification payment by the Lessee pursuant to subsection (a) shall be
verified and certified by an independent public accounting firm mutually
acceptable to the Lessee and the Tax Indemnitee. The fees and expenses of such
independent public accounting firm shall be paid by the Lessee.

               (d) The Lessee shall be responsible for preparing and filing any
real and personal property or ad valorem tax returns in respect of the
Properties. In case any other report or tax return shall be required to be made
with respect to any obligations of the Lessee under or arising out of subsection
(a) and of which the Lessee has knowledge, the Lessee, at its sole cost and
expense, shall notify the relevant Tax Indemnitee of such requirement and
(except if such Tax Indemnitee notifies the Lessee that such Person intends to
file such report or return) (A) to the extent required or permitted by and
consistent with Legal Requirements, make and file in its own 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 Tax Indemnitee, advise such Tax
Indemnitee of such fact and prepare such return, statement or report for filing
by such Tax Indemnitee or, where such return, statement or report shall be
required to reflect items in addition to any obligations of the Lessee under or
arising out of subsection (a), provide such Tax Indemnitee at the Lessee's
expense with information sufficient to permit such return, statement or report
to be properly made with respect to any obligations of the Lessee under or
arising out of subsection (a). Such Tax Indemnitee shall, upon the Lessee's
request and at the Lessee's expense, provide any data maintained by such Tax
Indemnitee (and not otherwise within the control of the Lessee) with respect to
the Properties which the Lessee may reasonably require to prepare any required
tax returns or reports.

               (e) If as a result of the payment or reimbursement by the Lessee
of any expenses of the Lessor or the payment of any Transaction Expenses
incurred in connection with the transactions contemplated by the Operative
Agreements, the Lessor, the Investors or any of their Affiliates, shall suffer a
net increase in any federal, state or local income tax liability, the Lessee
shall indemnify the Lessor, the Investors or their respective Affiliates
(without duplication of any indemnification required by subsection (a)) on an
After Tax Basis for the amount of such increase. The calculation of any such net
increase shall take into account any current or future tax savings realized by
the Lessor, or the Investors

                                       63
<PAGE>
                                                         PARTICIPATION AGREEMENT

or such Affiliate, in respect thereof, as well as any interest, penalties and
additions to tax payable by the Lessor, or the Investors or such Affiliate, in
respect thereof.

               (f) As between the Lessee and the Lessor, the Lessee shall be
responsible for, and the Lessee shall indemnify and hold harmless the Trust
Company in its individual capacity and the Lessor (without duplication of any
indemnification required by subsection (a)) on an After Tax Basis against, any
obligation for United States withholding taxes imposed in respect of the
interest payable on the Loans to the extent, but only to the extent, Lessor has
actually paid funds to a taxing authority with respect to such withholding taxes
and only to the extent the Trust Company is not entitled to withhold such funds
from the payment on the Loans (and, if the Lessor receives a demand for such
payment from any taxing authority, the Lessee shall discharge such demand on
behalf of the Lessor);

               (g) (i) If a written claim is made against any Tax Indemnitee or
if any proceeding shall be commenced against such Tax Indemnitee (including a
written notice of such proceeding), for any Impositions, such Tax Indemnitee
shall promptly notify the Lessee in writing and shall not take action with
respect to such claim or proceeding without the consent of Lessee for thirty
(30) days after the issuance of such notice by the Lessee; provided, that, in
the case of any such claim or proceeding, if action shall be required by law or
regulation to be taken prior to the end of such 30-day period, such Tax
Indemnitee shall, in such notice to the Lessee, inform the Lessee, and no action
shall be taken with respect to such claim or proceeding without the consent of
Lessee two days before the end of such shorter period; provided, further, that
the failure of such Tax Indemnitee to give the notices referred to in this
sentence shall not diminish the Lessee's obligation hereunder except to the
extent such failure precludes the Lessee from contesting all or part of such
claim.

                    (ii) If, within thirty (30) days of receipt of such notice
from the Tax Indemnitee (or such shorter period as the Tax Indemnitee has
notified Lessee is required by law or regulation for the Tax Indemnitee to
commence such contest), Lessee shall request in writing that such Tax Indemnitee
contest such Imposition, the Tax Indemnitee shall, at the expense of Lessee, in
good faith conduct and control such contest (including, without limitation, by
pursuit of appeals) relating to the validity, applicability or amount of such
impositions (provided, however, that the Tax Indemnitee may request Lessee to
conduct

                                       64
<PAGE>
                                                         PARTICIPATION AGREEMENT

and control such contest if possible or permissible under applicable law or
regulation) by, in the sole discretion of the Person conducting and controlling
such contest, (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 Lessee from time to time. Notwithstanding the foregoing,
(A) if such contest involves a tax other than a tax on net income and can be
pursued independently from any other proceeding involving a tax liability of
such Tax Indemnitee, the Tax Indemnitee, at the Lessee's request, shall allow
the Lessee (and the Lessee shall be obligated) to conduct and control such
contest and (B) in the case of any contest, the Tax Indemnitee may request the
Lessee to conduct and control such contest (with Stoel Rives LLP, or other
counsel to be selected by the Lessee and consented to by such Tax Indemnitee,
such consent not to be unreasonably withheld; provided that any Tax Indemnitee
may retain separate counsel, the reasonable fees and expenses of which will be
the expense of the Lessee in the event of a material conflict) by, in the sole
discretion of the Person conducting and controlling such contest, (i) resisting
payment thereof, (ii) not paying the same except under protest, if protest is
necessary and proper, (iii) if the payment be made, using reasonable efforts to
obtain a refund thereof in appropriate administrative and judicial proceedings
and (iv) taking such other action as is reasonably requested by the Lessee from
time to time.

                    (iii) The party controlling any contest shall consult in
good faith with the non-controlling party and shall keep the non-controlling
party reasonably informed as to the conduct of such contest; provided that all
decisions ultimately shall be made in the sole discretion of the controlling
party. The parties agree that a Tax Indemnitee may at any time decline to take
further action with respect to the contest of any Imposition and may settle such
contest if such Tax Indemnitee shall waive its rights to any indemnity from
Lessee that otherwise would be payable in respect of such claim (and any future
claim by any taxing authority with respect to other taxable periods that are
based, in whole or in part, upon the resolution of such claim) and shall pay to
Lessee any amount previously paid or advanced by Lessee pursuant to this Section
12.2 by way of indemnification or advance for the payment of an Imposition, and
no other then future liability of the Lessee is likely with respect to such
Imposition, other than expenses of such contest.

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<PAGE>
                                                         PARTICIPATION AGREEMENT

                    (iv) Notwithstanding the foregoing provisions of this
Section 12.2, a Tax Indemnitee shall not be required to take any action and
Lessee shall not be permitted to contest any Impositions in its own name or that
of the Tax Indemnitee unless (A) Lessee shall have agreed to pay and shall pay
to such Tax Indemnitee on demand and on an After Tax Basis all reasonable costs,
losses and expenses that such Tax Indemnitee may incur in connection with
contesting such Impositions, including, without limitation, all reasonable
legal, accounting and investigatory fees and disbursements, (B) the amount of
the potential indemnity (taking into account all similar or logically related
claims that have been or could be raised in any audit involving such Tax
Indemnitee for which Lessee may be liable to pay an indemnity under this Section
12.2) is more than $25,000, (C) the Tax Indemnitee shall have reasonably
determined that the action to be taken will not result in any material danger of
sale, forfeiture or loss of any Property, or any part thereof or interest
therein, and will not interfere with the payment of Rent, and will not result in
risk of criminal liability, (D) if such contest shall involve the payment of the
Imposition prior to the contest, Lessee shall provide to the Tax Indemnitee an
interest-free advance in an amount equal to the Imposition that the Tax
Indemnitee is required to pay (with no additional net after-tax cost to such Tax
Indemnitee), (E) Lessee shall have provided to such Tax Indemnitee an opinion of
independent tax counsel selected by the Lessee and reasonably satisfactory to
such Tax Indemnitee 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 there is substantial authority for that the position
asserted in such appeal), (F) no Event of Default shall have occurred and be
continuing, and (G) in the case of a claim that must be pursued in the name of a
Tax Indemnitee (or an Affiliate thereof), the Lessee must be financially able to
pay all of its outstanding obligations, including the amount of the indemnity
obligation to the Tax Indemnitee. In no event shall a Tax Indemnitee be required
to appeal an adverse judicial determination to the United States Supreme Court.
In addition, a Tax Indemnitee 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 12.2,
unless there shall have been a change in law (or interpretation thereof) and the
Tax Indemnitee shall have received, at the Lessee's expense, an opinion of
independent tax counsel selected by the Tax Indemnitee and reasonably acceptable
to the Lessee stating that as a

                                       66
<PAGE>
                                                         PARTICIPATION AGREEMENT

result of such change in law (or interpretation thereof), it is more likely than
not that the Tax Indemnitee will prevail in such contest.

                    (v) Nothing contained in this Section 12.2 shall give any
Loan Party or any other Participant any right to inspect the books and records
of any Lender or Investor or shall require any Lender or any Investor to
disclose its books and records to any Loan Party or any other Participant.


                           SECTION 13. MISCELLANEOUS.

          13.1. 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
Properties to the Trust, the construction of any Improvements, any disposition
of any interest of the Trust in the Properties or the Improvements or any
interest of the Investors in the Trust, the payment of the Loans 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.

          13.2. Notices. Unless otherwise specifically provided herein, all
notices, consents, directions, approvals, instructions, requests and other
communications required or permitted by the terms hereof to be given to any
Person to be effective shall be in writing (including by facsimile transmission)
and shall be deemed to have been duly given or made (a) when delivered by hand,
(b) one Business Day after delivery to a nationally recognized courier service
specifying overnight delivery, (c) three Business Days after being deposited in
the mail, certified or registered postage prepaid or (d) in the case of
facsimile notice, when received addressed to such Person as indicated:

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                                                         PARTICIPATION AGREEMENT


    If to any Loan Party, to its
    representative at:                 Fred Meyer, Inc.
                                       3800 SE 22nd Avenue
                                       PO Box 42121
                                       Portland, Oregon 97242
                                       Attention:  James C. Aalberg
                                         Vice President and Corporate Treasurer
                                       Telecopier No.: (503) 797-5299

    With a copy of any default
    notices to:                        Stoel Rives LLP
                                       900 SW Fifth Avenue, Suite 2300
                                       Portland, Oregon 97204
                                       Attention:  Gary R. Barnum, Esq.
                                       Telecopier No.: (503) 220-2480


    If to the Owner Trustee, to it at:

                                       Wilmington Trust Company
                                       Rodney Square North
                                       1100 North Market Street
                                       Wilmington, Delaware 19890-0001
                                       Attn: Corporate Trust Administration
                                       Telecopier No.: (302) 651-8882


    If to the Administrative
      Agent, to it at:                 Bankers Trust Company
                                       130 Liberty Street
                                       New York, New York 10006
                                       Telecopy: (212) 250-7351
                                       Attn: Deal Administrator

From time to time any party may designate a new address a facsimile number for
purposes of notice hereunder by notice to each of the other parties hereto. It
is understood and agreed that the delivery of copies of notices to counsel as
set forth

                                       68
<PAGE>
                                                         PARTICIPATION AGREEMENT

above is for courtesy purposes only and any failure to deliver such copy shall
not constitute failure with respect to any obligation to provide notices
hereunder.

          13.3. 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 and the same instrument.

          13.4. Amendments and Termination. Except as provided in the
Intercreditor Agreement, this Agreement may not be amended, terminated,
supplemented, waived or modified without the prior written consent of the
parties hereto, it being understood and agreed that (except as specified in the
Credit Agreement) the consent of the Required Lenders shall suffice to evidence
the consent of the Lenders to any such amendment, termination, supplement,
waiver or modification.

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

          13.6. 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.

          13.7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          13.8. Jurisdiction; Consent to Service of Process. (a) Each of the
Loan Parties hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action

                                       69
<PAGE>
                                                         PARTICIPATION AGREEMENT

or proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such Federal court. Each of the Loan Parties agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that
the Administrative Agent, the Investors or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement against any of the
Loan Parties or their properties in the courts of any jurisdiction.

               (b) Each of the Loan Parties hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement in
any court referred to in paragraph (a) of this Section. Each of the Loan Parties
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

               (d) Each of the Loan Parties irrevocably consents to service of
process in the manner provided for notices in Section 13.2 hereof. Nothing in
this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

          13.9. WAIVER OF JURY TRIAL. THE PARTIES HERETO VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS PARTICIPATION AGREEMENT OR ANY OTHER OPERATIVE AGREEMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
ANY OF THE PARTIES HERETO. THE PARTIES HERETO HEREBY AGREE THAT THEY WILL NOT
SEEK TO CONSOLIDATE ANY SUCH LITIGATION WITH ANY OTHER LITIGATION IN WHICH A
JURY TRIAL HAS NOT OR CANNOT BE WAIVED. THE PROVISIONS OF THIS SECTION 13.9 HAVE
BEEN FULLY NEGOTIATED BY THE PARTIES HERETO AND SHALL BE SUBJECT TO NO
EXCEPTIONS. EACH LOAN PARTY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL
AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS

                                       70
<PAGE>
                                                         PARTICIPATION AGREEMENT

PROVISION IS A MATERIAL INDUCEMENT FOR EACH OF THE LESSOR, THE ADMINISTRATIVE
AGENT, THE INVESTORS AND EACH OF THE LENDERS ENTERING INTO THIS PARTICIPATION
AGREEMENT AND EACH SUCH OTHER OPERATIVE AGREEMENT.

          13.10. 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.

          13.11. Liability Limited. The Lessee and the Investors each
acknowledge and agree that the Trust Company 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), 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.

          13.12. Rights of Lessee. Notwithstanding any provision of the
Operative Agreements, if at any time all obligations (i) of the Owner Trustee
under the Credit Agreement and the Security Documents and (ii) of the Lessee
under the Operative Agreements have in each case been satisfied or discharged in
full, then the Lessee shall be entitled to (a) terminate the Lease (to the
extent not previously terminated) and (b) receive all amounts then held under
the Operative Agreements and all proceeds with respect to any Property. Upon the
fulfillment of the obligations contained in clauses (i) and (ii) above, the
Lessor shall transfer to the Lessee all of its right, title and interest in and
to the Properties (to the extent not previously transferred to the Lessee in
accordance with the Lease) and any amounts or proceeds referred to in the
foregoing clause (b) shall be paid over to the Lessee.

          13.13. Further Assurances. The parties hereto shall promptly cause to
be taken, executed, acknowledged or delivered, at the sole expense of the

                                       71
<PAGE>
                                                         PARTICIPATION AGREEMENT

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 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 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, shall take such action as may be reasonably
requested in order to maintain and protect all security interests provided for
hereunder or under any other Operative Agreement.

          13.14. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.

          13.15. No Representation or Warranty. Nothing contained herein, in any
other Operative Agreement or in any other materials delivered to the Lessee in
connection with the transactions contemplated hereby or thereby shall be deemed
a representation or warranty by the Investors, the Administrative Agent, any
Lender or the Arrangers or any of their Affiliates as to the proper accounting
treatment, legal treatment or tax treatment that should be afforded to the Lease
and the Lessor's ownership of the Properties, and the Investors, the
Administrative Agent and the Arrangers expressly disclaim any representation or
warranty with respect to such matters.

          13.16. OREGON LEGAL NOTICE. WITHOUT LIMITING THE VALIDITY OF THE
CHOICE OF NEW YORK LAW PROVIDED HEREIN, UNDER OREGON LAW, MOST AGREEMENTS,
PROMISES AND COMMITMENTS MADE BY THE LENDERS AFTER THE RESTATEMENT DATE OF THE
ACT SPECIFIED HEREIN CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT
FOR PERSONAL FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY THE LENDERS
TO BE ENFORCEABLE. THE ACT SPECIFIED HEREIN MEANS CHAPTER 967 OREGON LAWS 1989,
THE EFFECTIVE DATE OF WHICH WAS OCTOBER 3, 1989.

                                       72
<PAGE>
                                                         PARTICIPATION AGREEMENT

          13.17. WASHINGTON STATUTORY NOTICE. ORAL AGREEMENTS OR ORAL
COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT
OF DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

                                       73
<PAGE>
                                                         PARTICIPATION AGREEMENT


          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.


                                       FMS TRUST 1997-1, a Delaware Business
                                       Trust, as Lessor

                                       By WILMINGTON TRUST COMPANY, not
                                       individually but solely as Owner Trustee



                                       By: DAVID A. VANASKEY
                                           -------------------------------------
                                           Name: David A. Vanaskey
                                           Title: Assistant Vice President


                                       S-1
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       WILMINGTON TRUST COMPANY, not in its
                                       individual capacity, except to the extent
                                       expressly set forth herein, but solely as
                                       Owner Trustee



                                       By: DAVID A. VANASKEY
                                           -------------------------------------
                                           Name: David A. Vanaskey
                                           Title: Assistant Vice President


                                       S-2
<PAGE>
                                                         PARTICIPATION AGREEMENT



                                       FRED MEYER, INC., as Lessee and
                                       Construction Agent



                                       By: JAMES C. AALBERG
                                           -------------------------------------
                                           Name: James C. Aalberg
                                           Title: Vice President, Treasurer


                                       S-3
<PAGE>
                                                         PARTICIPATION AGREEMENT



                                       SOCIETE GENERALE FINANCIAL CORPORATION,
                                       as Investor



                                       By: JOHN A. CASTELLANO
                                           -------------------------------------
                                           Name: John A. Castellano
                                           Title: Vice President


                                       S-4
<PAGE>
                                                         PARTICIPATION AGREEMENT



                                       BANKERS TRUST COMPANY, as Administrative
                                       Agent and as a Lender



                                       By: GINA S. THOMPSON
                                           -------------------------------------
                                           Name: Gina S. Thompson
                                           Title: Vice President


                                       S-5
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       THE CHASE MANHATTAN BANK, as Syndication
                                       Agent and as a Lender



                                       By: LAURIE B. PERPER
                                           -------------------------------------
                                           Name: Laurie B. Perper
                                           Title: Vice President


                                       S-6
<PAGE>
                                                         PARTICIPATION AGREEMENT



                                       NATIONSBANK OF TEXAS, N.A., as Co-
                                       Documentation Agent and as a Lender



                                       By: CHARLES F. LILYGREN
                                           -------------------------------------
                                           Name: Charles F. Lilygren
                                           Title: Senior Vice Pesident


                                       S-7
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       SALOMON BROTHERS HOLDING CO INC., as
                                       Co-Documentation Agent and as a Lender



                                       By: CHAD A. LEAT
                                           -------------------------------------
                                           Name:   CHAD A. LEAT
                                           Title:  Managing Director


                                       S-8
<PAGE>
                                                         PARTICIPATION AGREEMENT



                                       ABN AMRO BANK N.V.
                                       as a Lender



                                       By: DAVID MCGINNIS
                                           -------------------------------------
                                           Name: David McGinnis
                                           Title: Vice President



                                       By: JAMES J. RICE
                                           -------------------------------------
                                           Name: James J. Rice
                                           Title: Vice President


                                       S-9
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       MARINE MIDLAND BANK,
                                       as a Lender



                                       By: GINA SIDORSKY
                                           -------------------------------------
                                           Name: Gina Sidorsky
                                           Title: Authorized Signatory


                                      S-10
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       UNION BANK OF CALIFORNIA, N.A.,
                                       as a Lender



                                       By: TIMOTHY P. STREB
                                           -------------------------------------
                                           Name: Timothy P. Streb
                                           Title: Vice President


                                      S-11
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       WACHOVIA BANK,N.A.,
                                       as a Lender



                                       By: JOHN A. WHITNER
                                           -------------------------------------
                                           Name: John A. Whitner
                                           Title: Senior Vice President


                                      S-12
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                       as a Lender



                                       By: STEPHEN J. MCGUINNESS
                                           -------------------------------------
                                           Name: Stephen J. McGuinness
                                           Title: Authorized Signatory


                                      S-13
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       BANK OF MONTREAL,
                                       as a Lender



                                       By: /s/ R.W. CAMM
                                           -------------------------------------
                                           Name:  R.W. Camm
                                           Title: Managing Director


                                      S-14
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       DLJ CAPITAL FUNDING, INC.,
                                       as a Lender



                                       By: STEPHEN P. HICKEY
                                           -------------------------------------
                                           Name: Stephen P. Hickey
                                           Title: Managing Director


                                      S-15
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       MORGAN STANLEY SENIOR FUNDING, INC.,
                                       as a Lender



                                       By: MICHAEL T. MCLAUGHLIN
                                           -------------------------------------
                                           Name: M. McLaughlin
                                           Title: Principal


                                      S-17
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       WELLS FARGO BANK, N.A.,
                                       as a Lender



                                       By: ALFRED ARTIS
                                           -------------------------------------
                                           Name: Alfred Artis
                                           Title: VP



                                       By: DONALD A. HARTMANN, JR.
                                           -------------------------------------
                                           Name: Donald A. Hartmann, Jr.
                                           Title: SVP


                                      S-18
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       THE FIRST NATIONAL BANK OF CHICAGO,
                                       as a Lender



                                       By: PAUL E. RIGBY
                                           -------------------------------------
                                           Name: Paul E. Rigby
                                           Title: Managing Director


                                      S-19
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       TRANSAMERICA LIFE INSURANCE AND ANNUITY
                                       COMPANY, as a Lender



                                       By: JOHN M. CASPARIAN
                                           -------------------------------------
                                           Name: John M. Casparian
                                           Title: Investment Officer


                                      S-20
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       THE MITSUBISHI TRUST AND BANKING
                                       CORPORATION, as a Lender



                                       By: T. HAYASHI
                                           -------------------------------------
                                           Name: Toshihiro Hayashi
                                           Title: Senior Vice President


                                      S-21
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       ROYAL BANK OF CANADA,
                                       as a Lender



                                       By: J. BOTHAMLEY
                                           -------------------------------------
                                           Name: Julie Bothamley
                                           Title: Senior Manager


                                      S-22
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       THE SUMITOMO TRUST AND BANKING CO. LTD.,
                                       LOS ANGELES AGENCY, as a Lender



                                       By: ELEANOR CHAN
                                           -------------------------------------
                                           Name: Eleanor Chan
                                           Title: Manager & Vice President


                                      S-23
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
                                       EUROPEENNE, as a Lender



                                       By: ANTHONY ROCK
                                           -------------------------------------
                                           Name: Anthony Rock
                                           Title: Vice President



                                       By: BRIAN O'LEARY
                                           -------------------------------------
                                           Name: Brian O'Leary
                                           Title: Vice President


                                      S-24
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       KEYBANK NATIONAL ASSOCIATION,
                                       as a Lender



                                       By: MARY K. YOUNG
                                           -------------------------------------
                                           Name: Mary K. Young
                                           Title: Commercial Banking Officer


                                      S-25
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       FIRST SECURITY BANK, N.A.,
                                       as a Lender



                                       By: JUDY CALLISTER
                                           -------------------------------------
                                           Name: Judy Callister
                                           Title: Vice President


                                      S-26
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       FIRSTRUST BANK,
                                       as a Lender



                                       By: EDWARD D'ANCONA
                                           -------------------------------------
                                           Name: Edward D'Ancona
                                           Title: Chief Banking Officer


                                      S-27
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       US BANK OF OREGON,
                                       as a Lender



                                       By: GAYLE BURGESS
                                           -------------------------------------
                                           Name: Gayle Burgess
                                           Title: Asst. Relationship Manager


                                      S-28
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       THE BANK OF NEW YORK,
                                       as a Lender



                                       By: CHARLOTTE SOHN
                                           -------------------------------------
                                           Name: Charlotte Sohn
                                           Title: Vice President


                                      S-29
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       ZIONS FIRST NATIONAL BANK,
                                       as a Lender



                                       By: RICHARD P. JACKSON
                                           -------------------------------------
                                           Name: Richard P. Jackson
                                           Title: V.P.


                                      S-30
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       FIRST UNION NATIONAL BANK,
                                       as a Lender



                                       By: ED ROSS
                                           -------------------------------------
                                           Name: Ed Ross
                                           Title: Senior Vice President


                                      S-31
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       BANK OF AMERICA NATIONAL TRUST AND
                                       SAVINGS ASSOCIATION, as a Lender



                                       By: MARIA VICKROY-PERALTA
                                           -------------------------------------
                                           Name: Maria Vickroy-Peralta
                                           Title: Vice President


                                      S-32
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       BANQUE PARIBAS,
                                       as a Lender



                                       By: BRIAN A. STAPF
                                           -------------------------------------
                                           Name: Brian A. Stapf
                                           Title: Vice President



                                       By: LEE S. BUCKNER
                                           -------------------------------------
                                           Name: Lee S. Buckner
                                           Title: Managing Director


                                      S-33
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       MERITA BANK,
                                       as a Lender



                                       By: ANDREW CARSTENSEN
                                           -------------------------------------
                                           Name: Andrew Carstensen
                                           Title: VP


                                      S-34
<PAGE>
                                                         PARTICIPATION AGREEMENT

                                       BANK LEUMI U.S.A.,
                                       as a Lender



                                       By: JACQUES DELVOYE
                                           -------------------------------------
                                           Name: Jacques Delvoye
                                           Title: Vice President


                                      S-36
<PAGE>
                                                                         Annex A

                         Rules of Usage and Definitions


                                 Rules of Usage
                                 --------------

          The following rules of usage shall apply to this Annex 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 defined
     herein or in any other document shall be equally applicable to the singular
     and plural forms of the terms defined.

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

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

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

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

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

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

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

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


                                   Definitions
                                   -----------

          "ABR" means, for any day, a rate per annum (rounded upwards, if
     necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime
     Rate in effect on such day and (b) the Federal Funds Effective Rate in
     effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate" means
     the rate of interest per annum publicly announced from time to time by the
     Administrative Agent as its prime rate in effect at its principal office in
     New York City (the Prime Rate not being intended to be the lowest rate of
     interest charged by the Administrative Agent in connection with extensions
     of credit to debtors); each change in the Prime Rate shall be effective on
     the date such change is publicly announced as effective. "Federal Funds
     Effective Rate" means, for any day, the weighted average of the rates on
     overnight Federal funds transactions with members of the Federal Reserve
     System arranged by Federal funds brokers, as published on the next
     succeeding Business Day by the Federal Reserve Bank of New York, or, if
     such rate is not so published for any day which is a Business Day, the
     average of the quotations for the day of such transactions received by the
     Administrative Agent from three Federal funds brokers of recognized
     national standing selected by it. If for any reason the Administrative
     Agent shall have determined that it is unable to ascertain the Federal
     Funds Effective Rate for any reason, including the inability or failure of
     the Administrative Agent to obtain sufficient quotations in accordance with
     the terms thereof, the ABR shall be determined without regard to clause (b)
     of the first sentence of this definition, as appropriate, until the
     circumstances giving rise to such inability no longer exist. Any change in
     the ABR due to a change in the Prime Rate or the Federal Funds Effective
     Rate shall be effective on the effective date of such change in the Prime
     Rate or the Federal Funds Effective Rate, respectively.


                                       A-2
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "ABR Contributions" means Investor Contributions the rate of interest
     applicable to which is based upon the ABR.

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

          "Acceleration" has the meaning set forth in Section 6.1 of the Credit
     Agreement.

          "Account" has the meaning set forth in Section 8.1(a) of the Credit
     Agreement.

          "Administrative Agent" means Bankers Trust Company, a New York banking
     corporation, in its capacity as administrative and collateral agent for the
     Lenders under the Operative Agreements, or any successor administrative and
     collateral agent appointed in accordance with the terms of the Credit
     Agreement.

          "Advance" means an advance of Loans by the Lenders and an advance of
     the Investor Contribution by the Investors, in each case pursuant to the
     Participation Agreement, to pay Project Costs.

          "Affiliate" means, when used with respect to a specified person,
     another person that directly, or indirectly through one or more
     intermediaries, Controls or is Controlled by or is under common Control
     with the person specified; provided that, in any event, any Person that
     owns, directly or indirectly, 10% or more of the securities having ordinary
     voting power for the election of directors or other governing body of a
     corporation that has more than 100 record holders of such securities, or
     10% or more of the partnership or other ownership interests of any other
     Person that has more than 100 record holders of such interests, will be
     deemed to be an Affiliate of such corporation, partnership or other Person;
     provided further that the Trust Company shall not be considered to be an
     Affiliate of any of the Investors, the Trust or the Owner Trustee and none
     of the Investors, the Trust nor the Owner Trustee shall be considered to be
     an Affiliate of the Trust Company.

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


                                       A-3
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Agents" means the Syndication Agent and the Administrative Agent.

          "Aggregate Tranche A Percentage" means, as of any date of
     determination, a fraction, expressed as a percentage, equal to the sum of
     the aggregate of the Maximum Residual Guarantee Amounts with respect to
     each of the Properties as of such date divided by the aggregate of the
     Tranche A/B Property Cost of each of the Properties as of such date.

          "Allocated Interest" means, with respect to any Construction Period
     Property, as of any Scheduled Interest Payment Date, the amount of interest
     due and payable on such date with respect to a portion of the Loans (which
     portion shall be designated by the Borrower by written notice to the
     Administrative Agent (an "Allocation Notice")) having an aggregate
     principal amount equal to the Tranche A/B Construction Property Cost of
     such Property as of such date.

          "Allocation Notice" has the meaning defined in the definition of
     "Allocated Interest" above.

          "Applicable Level" means the level determined with reference to the
     following chart:

         Level      Leverage Ratio               Rating
         ----       --------------               -------

         I          less than or equal to 3.0x   greater than or equal to BBB+
                                                 or Baa1
         II         greater than 3.0x            BBB or Baa2 
         III        greater than 3.5x            BBB- or Baa3 
         IV         greater than 4.0x            BB+ or Ba1 
         V          greater than 4.5x            less than or equal to BB or Ba2

     For purposes of the foregoing, (i) prior to the Compliance Certificate
     Date, the Applicable Level shall be Level IV; (ii) from and after the
     Compliance Certificate Date, the Applicable Level shall be the Level
     corresponding to the Leverage Ratio set forth in the Compliance Certificate
     then delivered; (iii) except as provided in (i) above, at any time of
     determination, the Applicable Level shall be the Level corresponding to the
     Leverage Ratio as set forth in the most recently delivered Compliance
     Certificate (it being understood and agreed that if the Lessee shall not
     have delivered the most recently due Compliance Certificate within the time
     period specified in Section 9.4(a)(iii), the Applicable Level shall be
     Level V until such Compliance Certificate is delivered) and the senior
     unsecured long term debt rating of the Lessee from S&P and Moody's (for
     purposes of this definition, the "Rating"); (iv) in the event the Leverage
     Ratio and the Rating do not fall within the same Level, the Applicable
     Level shall be

                                       A-4
<PAGE>
                                                       ANNEX A - RULES OF USAGE

     the higher (Level I being the highest) of the two Levels; and (v) in
     the event the rating from S&P and the rating from Moody's do not fall
     within the same Level, the applicable Rating will be based upon the higher
     (Level I being the highest) of the two ratings, except that, in the event
     one of the two ratings is two or more Levels higher than the other, the
     applicable Rating shall be determined by reference to the Level next lower
     than the higher of the two ratings. If any rating established or deemed to
     be established by Moody's or S&P shall be changed (other than as a result
     of a change in the rating system of Moody's or S&P), such change shall be
     effective as of the date on which such change is first announced by the
     rating agency making such change. Each such change shall take effect on the
     effective date of such change and shall end on the date immediately
     preceding the effective date of the next such change. If the rating system
     of S&P or Moody's shall change prior to the Maturity Date, the Lessee and
     the Lenders shall negotiate in good faith to amend the references to
     specific ratings in this definition to reflect such changed rating system,
     and pending agreement on another Applicable Level the Rating shall be
     determined by reference to the rating provided by the non-changing rating
     agency. If the Lessee does not have a senior long term unsecured debt
     rating or implied rating from either Moody's or S&P, the Applicable Level
     shall be determined by reference to the Leverage Ratio only.

          "Applicable Margin" means, with respect to any Commitment Fee or
     Eurodollar Loan, the applicable number of basis points per annum as set
     forth below based on the Applicable Level:

                                                       Applicable Margin
         Applicable Level      Commitment Fee         for Eurodollar Loans
         ----------------      --------------         --------------------

         I                        20.0                       62.5
         II                       25.0                       75.0
         III                      25.0                       87.5
         IV                       30.0                      100.0
         V                        37.5                      125.0

     The Applicable Margin for the ABR shall be 0 at any time during which
     the Applicable Level is Level IV or above. At any time during which the
     Applicable Level of the Borrower is Level V, the Applicable Margin for the
     ABR shall be 25 basis points.

          "Appraisal" means, with respect to each Property, an appraisal,
     prepared by a reputable independent appraiser reasonably acceptable to the
     Administrative Agent, of such Property both (i) as-is and (ii) as if
     improved in accordance with the Plans and Specifications for such Property,
     which in the judgment of counsel to the Agents, as of the applicable
     Property Closing Date, complies with all of the provisions of the

                                       A-5
<PAGE>
                                                       ANNEX A - RULES OF USAGE

     Financial Institutions Reform, Recovery and Enforcement Act of 1989,
     as amended, the rules and regulations adopted pursuant thereto, and all
     other legal requirements applicable to the Lenders. The appraisal shall
     state the amount of the Projected Completion Value of such improvements
     located on such Property and an estimate of the value thereof at the end of
     the Term of the Lease, and the value of the Land (if any) expressed in
     dollars as well as a percentage of the Property Cost for such Property.

          "Appraisal Procedure" has the meaning given such term in Section 21.4
     of the Lease.

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

          "Arrangers" means CSI and BTAB.

          "Assignment and Acceptance" means an assignment and acceptance entered
     into by a Lender and an assignee (with the consent of any party whose
     consent is required by Section 9.5 of the Credit Agreement), and accepted
     by the Administrative Agent, in the form of Exhibit B to the Credit
     Agreement.

          "Assignment of Lease" means the Assignment of Leases and Rents dated
     as of the Initial Closing Date from the Lessor in favor of the
     Administrative Agent for the benefit of the Lenders, as amended,
     supplemented or otherwise modified from time to time in accordance with the
     terms thereof or of any other Operative Agreement.

          "Available Commitment" means, 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 principal amount of all Loans made by such Lender
     and unpaid as of such date.

          "Basic Rent" means, the sum of (i) the Tranche A Basic Rent, (ii) the
     Tranche B Basic Rent and (iii) the Investor Yield, calculated as of the
     applicable date on which Basic Rent is due.

          "Benefitted Lender" has the meaning set forth in Section 9.7 of the
     Credit Agreement.

                                       A-6
<PAGE>
                                                       ANNEX A - RULES OF USAGE

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

          "Borrower" means Lessor, in its capacity of borrower under the Credit
     Agreement.

          "BTAB" means BT Alex. Brown, a Delaware corporation.

          "Budget" means with respect to each Property, the estimated Project
     Cost to be incurred in connection therewith, attached as Schedule I to the
     Construction Agency Agreement, as modified from time to time in accordance
     with the terms of the Construction Agency Agreement.

          "Budgeted Total Property Cost" means, at any date of determination,
     with respect to any Construction Period Property, an amount equal to the
     aggregate amount which the Construction Agent in good faith expects to be
     expended in order to achieve Completion with respect to such Construction
     Period Property (including amounts expected to be expended to pay Allocated
     Interest with respect to such Construction Period Property).

          "Business Day" means any day other than a Saturday, Sunday or other
     day on which commercial banks in New York City or Wilmington, Delaware are
     authorized or required by law to close, and in the case of a Eurodollar
     Loan, any day on which banks are open for dealings in dollar deposits in
     the New York interbank market.

          "Capital Expenditures" means amounts paid or Debt incurred by the
     Borrower or any of its Subsidiaries in connection with its purchase or
     lease of assets that would be required to be capitalized and shown on its
     balance sheet in accordance with GAAP.

          "Capital Lease" means, as applied to any Person, any lease of any
     property (whether real, personal or mixed) by that Person as lessee which,
     in conformity with GAAP, is, or is required to be, accounted for as a
     capital lease on the balance sheet of that Person.

          "Capitalized Lease Obligations" means all obligations under Capital
     Leases of any Person, in each case taken at the amount thereof accounted
     for as liabilities in accordance with GAAP.

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


                                       A-7
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "CERCLA" means the Comprehensive Environmental Response, Compensation,
     and Liability Act of-1980, 42 U.S.C. ss.ss. 9601 et seq., as amended by the
     Superfund Amendments and Reauthorization Act of 1986, and all rules and
     regulations thereunder.

          "Change of Control" means (a) the acquisition of ownership, directly
     or indirectly, beneficially or of record, by any Person or group (within
     the meaning of the Securities Exchange Act of 1934 and the rules of the
     Securities and Exchange Commission thereunder as in effect on the date
     hereof), of shares representing more than 331/3% of the aggregate ordinary
     voting power represented by the issued and outstanding capital stock of the
     Lessee; or (b) occupation of a majority of the seats (other than vacant
     seats) on the board of directors of the Lessee by Persons who were neither
     (i) nominated by the board of directors of the Lessee nor (ii) appointed by
     directors so nominated.

          "Claims" means any and all actions, suits, penalties, claims and
     demands and reasonable out-of-pocket liabilities, losses, costs and
     expenses (including, without limitation, reasonable attorney's fees and
     expenses) of any nature whatsoever arising therefrom.

          "Closing Date" means the Initial Closing Date and each Property
     Closing Date.

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

          "Co-Documentation Agents" means Nationsbank of Texas, N.A., and
     Salomon Brothers Holding Co Inc.

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

          "Commitment" means, as to any Lender, the obligation of such Lender to
     make Loans to the Borrower under the Credit Agreement in an aggregate
     principal amount at any one time outstanding not to exceed the amount set
     forth opposite such Lender's name on Schedule 1.1 of the Credit Agreement.

          "Commitment Fee" means (i) prior to the Compliance Certificate Date,
     an amount equal to 0.30% per annum, and (ii) from and after the Compliance
     Certificate Date, a percentage per annum determined in accordance with the
     definition of "Applicable Margin," in either case payable quarterly in
     arrears on each Commitment Fee Payment Date and calculated based on a year
     of 360 days by the Lessee to the

                                       A-8
<PAGE>
                                                       ANNEX A - RULES OF USAGE

     Administrative Agent on the average daily unused portion of the
     aggregate Commitments from and including the Initial Closing Date to but
     excluding the Maturity Date.

          "Commitment Fee Payment Date" means the last Business Day of each of
     March, June, September and December and the Maturity Date or such earlier
     date as the Commitments shall terminate as provided in the Credit
     Agreement.

          "Commitment Percentage" means, as to any Lender at any time, the
     percentage which such Lender's Commitment then constitutes of the aggregate
     Commitments (or, at any time after the Commitments has expired or
     terminated, the percentage which the aggregate principal amount of such
     Lender's Loans then outstanding constitutes of the aggregate principal
     amount of the Loans then outstanding).

          "Commitment Period" means the period from and including the Closing
     Date to but not including the earliest of (i) the Completion Date for all
     of the Properties, (ii) the Outside Completion Date for all of the
     Properties and (iii) the date on which an Acceleration occurs.

          "Commonly Controlled Entity" means an entity, whether or not
     incorporated, which is under common control with the Lessee within the
     meaning of Section 4001 of ERISA or is part of a group which includes the
     Lessee and which is treated as a single employer under Section 414(b) or
     (c) of the Code or, solely for purposes of determining liability under
     Section 412 of the Code, which is treated as a single employer under
     Section 414(b), (c), (m) or (o) of the Code.

          "Completed Property" means a Property acquired by the Lessor which
     contains Improvements that are suitable as of the Property Closing Date for
     occupancy by the Lessee and the operation by such Lessee of its business
     thereon.

          "Completion" means, with respect to any Improvements, (x) the earlier
     of (i) the date on which substantial completion of the Improvements shall
     have been achieved in accordance with the Plans and Specifications for such
     Improvements and in compliance with all material Legal Requirements and
     Insurance Requirements and (ii) the date on which the respective Property
     is first opened for business; provided that the Construction Agent shall
     have delivered an Officer's Certificate to the Administrative Agent
     certifying to such Completion.

          "Completion Date" means, with respect to a Property, the date on which
     Completion has occurred.


                                       A-9
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Compliance Certificate" means a certificate signed by a Responsible
     Officer of the Borrower setting forth a reasonably detailed calculation of
     the Applicable Margin.

          "Compliance Certificate Date" means the date upon which the
     Administrative Agent receives the Compliance Certificate for the second
     full fiscal quarter following the Initial Closing Date.

          "Condemnation" means any taking or sale of the use, access, occupancy,
     easement rights or title to any Property or any part thereof, wholly or
     partially (temporarily or permanently), by or on account of any actual
     eminent domain proceeding or other taking of action by any Person having
     the power of eminent domain, including an action by a Governmental
     Authority to change the grade of, or widen the streets adjacent to, any
     Property, or alter the pedestrian or vehicular traffic flow to any Property
     so as to result in a change in access to such Property, or by or on account
     of an eviction by paramount title or any transfer made in lieu of any such
     proceeding or action.

          "Consent to Assignment" means the Lessee's Consent to Assignment dated
     as of the Initial Closing Date from the Lessee to the Administrative Agent,
     as amended, supplemented or otherwise modified from time to time in
     accordance with the terms thereof or of any other Operative Agreement.

          "Consent to Contract Assignment" means the Consent to Contract
     Assignment dated as of the Initial Closing Date from the Construction Agent
     to the Administrative Agent, as amended, supplemented or otherwise modified
     from time to time in accordance with the terms thereof or of any other
     Operative Agreement.

          "Consolidated EBITDA" of the Lessee and its Subsidiaries means "A"
     minus "B"; where:

          "A"  equals the sum of consolidated net income plus, to the extent
               deducted in determining consolidated net income, without
               duplication, (i) extraordinary losses, (ii) interest expenses,
               including the interest component of rent expense under all
               Synthetic Lease Facilities for which the Lessee or any of its
               Subsidiaries has Suretyship Liability, (iii) amortization, (iv)
               depreciation, (v) income taxes, (vi) non-cash LIFO reserve
               charges and (vii) expenses incurred in connection with the
               Mergers, including costs relating to the sale of facilities to be
               disposed of in connection with the Mergers, name change costs
               attributable to Hughes Markets, and severance costs ; and


                                      A-10
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "B"  equals, to the extent included in determining consolidated
               pre-tax income, extraordinary gains.

          "Consolidated EBITDAR" of the Lessee and its Subsidiaries means "A"
     minus "B"; where:

          "A"  equals the sum of consolidated net income plus, to the extent
               deducted in determining consolidated net income, without
               duplication, (i) extraordinary losses, (ii) interest expense,
               (iii) amortization, (iv) depreciation, (v) income taxes, (vi)
               non-cash LIFO reserve charges, (vii) consolidated rental expense
               on operating leases (including rent paid pursuant to any
               Synthetic Lease Facility) and (viii) expenses incurred in
               connection with the Mergers, including costs relating to the sale
               of facilities to be disposed of in connection with the Mergers,
               name change costs attributable to Hughes Markets, and severance
               costs; and

          "B"  equals, to the extent included in determining consolidated
               pre-tax income, extraordinary gains.

          "Consolidated Interest Expense" means the consolidated interest
     expense of the Lessee, including the interest component of rent expense
     under all Synthetic Lease Facilities for which the Lessee or any of its
     Subsidiaries has Suretyship Liability.

          "Construction Agency Agreement" means the Construction Agency
     Agreement dated as of the Initial Closing Date between the Construction
     Agent and the Lessor, as amended, supplemented or otherwise modified from
     time to time in accordance with the terms thereof or of any other Operative
     Agreement.

          "Construction Agency Agreement Event of Default" has the meaning set
     forth in Section 5.1 of the Construction Agency Agreement.

          "Construction Agency Agreement Supplement" means a supplement to the
     Construction Agency Agreement executed by the Construction Agent and the
     Trust on each Property Closing Date.

          "Construction Agent" means the Lessee, as construction agent under the
     Construction Agency Agreement.

          "Construction Commencement Date" means, with respect to any
     Construction Period Property, the date on which construction, refurbishment
     and/or renovation of the Improvements thereon commences.

                                      A-11
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Construction Period" means, with respect to a Construction Period
     Property other than a Completed Property, the period commencing on the
     Property Closing Date for such Property and ending on the earlier to occur
     of (i) the Completion Date and (ii) the Outside Completion Date.

          "Construction Period Property" means, at any date of determination,
     any Property (excluding any Store Land Property) as to which the
     Construction Period has begun but not ended.

          "Construction Period Termination Date" means the second anniversary of
     the Initial Closing Date.

          "Contract Assignment" means the Assignment of Contracts dated as of
     the Initial Closing Date from the Lessor to the Administrative Agent for
     the benefit of the Lenders, as amended, supplemented or otherwise modified
     from time to time in accordance with the terms thereof or of any other
     Operative Agreement.

          "Contractual Obligation" means, as to any Person, any provision of any
     security issued by such Person or of any agreement, instrument or other
     undertaking to which such Person is a party or by which it or any of its
     property is bound.

          "Control" means the possession, directly or indirectly, of the power
     to direct or cause the direction of the management or policies of a Person,
     whether through the ability to exercise voting power, by contract or
     otherwise. "Controlling" and "Controlled" have meanings correlative
     thereto.

          "Corporate Loan Documents" means the Loan Agreement and all other
     documents related to the transactions contemplated thereby.

          "Credit Agreement" means the Credit Agreement dated as of the Initial
     Closing Date among the Lessor, the Agents and the Lenders, as amended,
     supplemented or otherwise modified from time to time in accordance with the
     terms thereof or of any other Operative Agreement.

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

          "Credit Agreement Event of Default" means any event or condition
     defined as an "Event of Default" in Section 6.1 of the Credit Agreement.


                                      A-12
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Credit Documents" means the Credit Agreement, the Guarantees, the
     Lease and the Security Documents.

          "CSI" means Chase Securities Inc., a Delaware corporation.

          "Current Synthetic Lease Facility" means the transactions contemplated
     by the Participation Agreement.

          "Deed" has the meaning set forth in Section 6.2(b) of the
     Participation Agreement.

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

          "Defaulting Lender" has the meaning set forth in Section 2.11(b) of
     the Credit Agreement.

          "Dollars" and "$" means dollars in lawful currency of the United
     States of America.

          "Employee Benefit Plan" means an employee benefit plan (within the
     meaning of Section 3(3) of ERISA, including any multiemployer plan (within
     the meaning of Section 3(37)(A) of ERISA)), 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 Initial Closing Date.

          "Environmental Audit" means a Phase I environmental audit of a
     Property and such additional environmental studies or audits recommended by
     such Phase I audit, prepared by an independent environmental consultant
     acceptable to the Agents and the Lenders.

          "Environmental Claim" means any claim, notice of claim, complaint,
     notice of violation, letter, or other assertion or inquiry of any kind
     concerning any asserted or actual violation of or liability under any
     Environmental Law or any asserted or actual violation or liability relating
     to any Hazardous Material.

          "Environmental Law" means, whenever enacted or promulgated, any
     federal, state, county or local law, statute, ordinance, code, rule,
     regulation, license, permit, authorization, approval, covenant,
     administrative or court order, judgment, decree, injunction, code or
     requirement of or any agreement with, any Governmental Authority, in any
     case applicable to the Properties:

                                      A-13
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          (x) relating to pollution (or the cleanup, removal, or remediation
     thereof, or any other response thereto), or the regulation or protection of
     human health, safety or the environment, including ambient or indoor air,
     water vapor, surface water, groundwater, drinking water, land (including
     surface or subsurface), plant, aquatic and animal life, or

          (y) concerning exposure to, or the use, containment, storage,
     recycling, treatment, generation, discharge, emission, Release or
     threatened Release, transportation, processing, handling, labeling,
     containment, production, disposal or remediation of any Hazardous Material,
     Hazardous Condition or Hazardous Activity,

     in each case as amended and as now or hereafter in effect, and any common
     law or equitable doctrine (including, without limitation, injunctive relief
     and tort doctrines such as negligence, nuisance, trespass and strict
     liability) that may impose liability or obligations for injuries (whether
     personal or property) or damages due to or threatened as a result of the
     presence of, exposure to, or ingestion of, any Hazardous Material, whether
     such common law or equitable doctrine is now or hereafter recognized or
     developed. Applicable laws include, but are not limited to, CERCLA; the
     Resource Conservation and Recovery Act of 1976, 42 U.S.C. ss.ss. 6901 et
     seq.; the Federal Water Pollution Control Act, 33 U.S.C. ss.ss. 1251 et
     seq.; the Clean Air Act, 42 U.S.C ss.ss. 7401 et seq.; the National
     Environmental Policy Act, 42 U.S.C. ss. 4321; the Refuse Act, 33 U.S.C.
     ss.ss. 401 et seq.; the Hazardous Materials Transportation Act of 1975, 49
     U.S.C. ss.ss. 1801-1812; the Toxic Substances Control Act, 15 U.S.C. ss.ss.
     2601 et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7
     U.S.C. ss.ss. 136 et seq.; the Safe Drinking Water Act, 42 U.S.C. ss.ss.
     300 f et seq.; and the Occupational Safety and Health Act of 1970, and any
     similar state or local laws.

          "Environmental Violation" means any activity, occurrence or condition
     that violates or results in non-compliance with any applicable
     Environmental Law or results in a written complaint or other written claim
     from a Governmental Authority with respect to any Environmental Law.

          "Equipment" means movable equipment and movable personal property of
     every kind and nature whatsoever used or usable in any way in connection
     with any operation or letting of the Property, excluding any Fixtures.

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


                                      A-14
<PAGE>
                                                       ANNEX A - RULES OF USAGE

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

          "ERISA Event" means (a) any "reportable event", as defined in Section
     4043 of ERISA or the regulations issued thereunder with respect to a Plan
     (other than an event for which the 30-day notice period is waived); (b) the
     existence with respect to any Plan of an "accumulated funding deficiency"
     (as defined in Section 412 of the Code or Section 302 of ERISA), whether or
     not waived; (c) the filing pursuant to Section 412(d) of the Code or
     Section 303(d) of ERISA of an application for a waiver of the minimum
     funding standard with respect to any Plan; (d) the incurrence by the Lessee
     or any of its ERISA Affiliates of any liability under Title IV of ERISA
     with respect to the termination of any Plan; (e) the receipt by the Lessee
     or any ERISA Affiliate from the PBGC or a plan administrator of any notice
     relating to an intention to terminate any Plan or Plans or to appoint a
     trustee to administer any Plan; (f) the incurrence by the Lessee or any of
     its ERISA Affiliates of any liability with respect to the withdrawal or
     partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt
     by the Lessee or any ERISA Affiliate of any notice, or the receipt by any
     Multiemployer Plan from the Lessee or any ERISA Affiliate of any notice,
     concerning the imposition of Withdrawal Liability or a determination that a
     Multiemployer Plan is, or is expected to be, insolvent or in
     reorganization, within the meaning of Title IV of ERISA.

          "Eurocurrency Reserve Requirements" means for any day as applied to a
     Eurodollar Loan or Eurodollar Contribution, the aggregate (without
     duplication) of the rates (expressed as a decimal fraction) 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 for eurocurrency
     funding (currently referred to as "Eurocurrency Liabilities" in Regulation
     D of the Board) maintained by a member bank of the Federal Reserve System.

          "Eurodollar Base Rate" means, with respect to any Eurodollar Loan or
     Eurodollar Contribution for any Interest Period, the offered quotation to
     first-class banks in the New York interbank eurodollar market by the
     Administrative Agent for dollar deposits of amounts in immediately
     available funds comparable to the outstanding principal amount of the
     applicable Eurodollar Loan or Eurodollar Contribution, with maturities
     comparable to the Interest Period applicable to such Eurodollar Loan or
     Eurodollar Contribution commencing two Business Days prior to the
     commencement of such Interest Period.


                                      A-15
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Eurodollar Contributions" means Investor Contributions the rate of
     interest applicable to which is based on the Eurodollar Rate.

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

          "Eurodollar Rate" means with respect to each day during each Interest
     Period pertaining to a Eurodollar Loan or Eurodollar Contribution, a rate
     per annum determined for such day in accordance with the following formula
     (rounded upward to the nearest 1/100th of 1%):

                              Eurodollar Base Rate
                              --------------------
                    1.00 - Eurocurrency Reserve Requirements.

          "Eurodollar Tranche" means the collective reference to Eurodollar
     Loans or Eurodollar Contributions the then current Interest Periods with
     respect to all of which begin on the same date and end on the same later
     date (whether or not such Loans shall originally have been made on the same
     day).

          "Event of Default" means a Lease Event of Default or a Construction
     Agency Event of Default.

          "Excepted Payments" means:

          (a) all indemnity payments (including indemnity payments made pursuant
     to Section 12 of the Participation Agreement), to which any Indemnified
     Person is entitled;

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

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


                                      A-16
<PAGE>
                                                       ANNEX A - RULES OF USAGE

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

          (e) any insurance proceeds under policies maintained by the Trust
     Company or any Investor;

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

          (g) all right, title and interest of the Investors or the Trust
     Company to any of the Properties, any portion thereof or any other property
     to the extent any of the foregoing has been released from the Liens of the
     Mortgage and the Assignment of Lease pursuant to the terms thereof and not
     otherwise purchased by the Lessee or a third party pursuant to the terms of
     the Lease;

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

          (i) any rights of the Investors or the Trust Company to demand,
     collect, sue for or otherwise receive and enforce payment of any of the
     foregoing amounts.

          "Excepted Rights" means the rights retained by the Trust Company
     pursuant to Section 8.3(a)(i) of the Credit Agreement and all right, title
     and interest of the Lessor in the Shared Rights.

          "Excluded Taxes" has the meaning set forth in the definition of
     "Impositions."

          "Exculpated Persons" has the meaning set forth in Section 9.14 of the
     Credit Agreement.

          "Existing Properties" means the Properties (including Properties under
     construction) described on Schedule 1 to the Participation Agreement.

          "Extended Remarketing Date" has the meaning set forth in Section
     22.1(a) of the Lease.

          "Facility" means a facility used for the treatment, storage or
     disposal of Hazardous Materials.


                                      A-17
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Fair Market Sales Value" means the amount, which in any event shall
     not be less than zero, that would be paid in cash in an arm's-length
     transaction between an informed and willing purchaser and an informed and
     willing seller, neither of whom is under any compulsion to purchase or
     sell, respectively, for the ownership of the Properties. Fair Market Sales
     Value shall be determined based on the assumption that, except for purposes
     of Section 21.3 of the Lease, the Properties are in the condition and state
     of repair required under Section 10.1 of the Lease and that the Lessee is
     in compliance with the other requirements of the Operative Agreements.

          "FFL" means Food 4 Less Holdings, Inc., a Delaware corporation.

          "FFL Merger" means the merger of FFLAC with FFL in accordance with the
     FFL Merger Document.

          "FFL Merger Document" means that certain Agreement and Plan of Merger,
     dated as of November 6, 1997, among FFL, FFLAC and the Lessee.

          "FFLAC" means FFL Acquisition Corp., a wholly-owned Subsidiary of the
     Lessee.

          "Fixed Charge Coverage Ratio" means the ratio of (a) Consolidated
     EBITDAR to (b) the sum of (i) Consolidated Interest Expense for such period
     plus (ii) except as included in Consolidated Interest Expense, the Lessee's
     consolidated rental expense on operating leases, computed as of the last
     day of a fiscal quarter for the period consisting of such fiscal quarter
     and the immediately preceding three fiscal quarters (or such lesser number
     of preceding full fiscal quarters as shall have ended following the Closing
     Date).

          "Fixtures" means all fixtures relating to the structures on a Property
     or the other Improvements, including all components thereof, located in or
     on such structures or the other Improvements, together with all
     replacements, modifications, alterations and additions thereto.

          "FMI" means Fred Meyer, Inc., a Delaware corporation.

          "Force Majeure Event" means any event beyond the control of the
     Construction Agent, other than a Casualty or Condemnation, including
     strikes, lockouts, acts of God, adverse weather conditions, inability to
     obtain labor or materials, governmental activities, civil commotion and
     enemy action; but excluding any event, cause or condition that results from
     the Construction Agent's financial condition.


                                      A-18
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Foreign Lender" has the meaning set forth in Section 2.15(e) of the
     Credit Agreement.

          "Funding Date" means a Business Day on which the Construction Agent,
     on behalf of the Lessor requests the Lenders to make Loans and, with
     respect to the Initial Closing Date only, the Investors to make Investor
     Contributions, in each case, to the Lessor in accordance with the
     Participation Agreement and the Credit Agreement in order to fund Project
     Costs.

          "GAAP" means United States generally accepted accounting principles
     (including principles of consolidation), in effect from time to time,
     consistently applied.

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

          "Governmental Authority" means any Federal, state, county, municipal
     or other local governmental authority or judicial or regulatory agency,
     board, body, commission, instrumentality, court or quasi-governmental
     authority.

          "Ground Lease" means a ground lease between the Lessor, as ground
     lessee, or assignee of a ground lessee, and the owner of the fee interest
     in the applicable parcel of Land (which may be a Subsidiary Guarantor or
     the Lessee), as ground lessor, as such Land is described on Schedule 1 of
     the Lease Supplement for each Property that is subject to a Ground Lease,
     which is in form and substance reasonably acceptable to the Administrative
     Agent, the Lessor and their respective counsel.

          "Guarantee" means any of the Lessee Guarantee and Subsidiary
     Guarantees.

          "Guarantor" means any of the Lessee Guarantor and Subsidiary
     Guarantors.

          "Hazardous Activity" means any activity, process, procedure or
     undertaking that directly or indirectly (i) produces, generates or creates
     any Hazardous Material, (ii) causes or results in the Release of any
     Hazardous Material into the environment (including ambient or indoor air,
     water vapor, surface water, groundwater, drinking water, land (including
     surface or subsurface), plant, aquatic and animal life); (iii) involves the
     containment or storage of any Hazardous Material, or (iv) would be

                                      A-19
<PAGE>
                                                       ANNEX A - RULES OF USAGE

     regulated as hazardous waste treatment, storage or disposal within the
     meaning of any Environmental Law.

          "Hazardous Condition" means any condition that violates or that
     results in non compliance with any Environmental Law.

          "Hazardous Material" means any of the following: (i) any petroleum or
     petroleum product, explosives, radioactive materials, asbestos,
     formaldehyde, polychlorinated biphenyls, lead or radon gas; or (ii) 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 under any Environmental Law; in any of such cases, in
     concentrations that require remediation under applicable Environmental
     Laws.

          "Hedging Agreement" means any interest rate protection agreement,
     foreign currency exchange agreement, commodity price protection agreement
     or other interest or currency exchange rate or commodity price hedging
     arrangement.

          "Impositions" means, except to the extent described in the following
     sentence, any and all liabilities, losses, expenses and costs of any kind
     whatsoever for fees, taxes, levies, imposts, duties, charges, assessments
     or withholdings ("Taxes") (including (i) real and personal property taxes,
     including personal property taxes on any property covered by 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) any excise taxes; (iv) real estate transfer
     taxes, conveyance taxes, stamp taxes and documentary recording taxes and
     fees; (v) taxes that are or are in the nature of franchise, income, value
     added, privilege and doing business taxes, license and registration fees;
     (vi) assessments on the Property, including all assessments for public
     improvements or benefits, whether or not such improvements are commenced or
     completed within the Term); and (vii) any tax, Lien, assessment or charge
     imposed or asserted by the PBGC or any Governmental Authority succeeding or
     performing the functions of 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 Federal, state, city, county or local authority upon or
     with respect to (a) the Properties or any part thereof or interest therein;
     (b) the leasing, financing, refinancing, demolition, construction,
     renovation, substitution, subleasing, assignment, control, condition,
     occupancy, servicing, maintenance, repair, ownership, possession, activity
     conducted on, delivery, insuring, use, operation, improvement, transfer of
     title, return or other disposition of the Properties or any part


                                      A-20
<PAGE>
                                                       ANNEX A - RULES OF USAGE

     thereof or interest therein; (c) the Loans or other indebtedness with
     respect to the Properties or any part thereof or interest therein; (d) the
     rentals, receipts or earnings arising from the Properties or any part
     thereof or interest therein; (e) the Operative Agreements or any payment
     made or accrued pursuant thereto; (f) the income or other proceeds received
     with respect to the Properties or any part thereof or interest therein upon
     the sale or disposition thereof; (g) the making of the Loans or issuance of
     any Notes; (h) any contract (including the Construction Agency Agreement)
     relating to the construction, acquisition or delivery of the Improvements
     or any part thereof or any interest therein; or (i) otherwise in connection
     with the transactions contemplated by the Operative Agreements.

          The term "Imposition" shall not mean or include:

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

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

               (iii any interest or penalties imposed on a Tax Indemnitee as a
     result of the failure of such Tax Indemnitee to file any return or report
     timely and in the form prescribed by law or to pay any Tax or imposition;
     provided that this clause (iii) shall not apply (x) if such interest or
     penalties arise as a result of a position taken (or requested to be taken)
     by the Lessee in a contest controlled by the Lessee under Section 12.2(g)
     of the Participation Agreement or (y) to any such interest or penalties
     that result from such Tax Indemnitee's complying with the reporting
     procedures set forth in Section 12.2(d) of the Participation Agreement
     (collectively with the Taxes excluded from the definition of "Impositions"
     in the immediately preceding clauses (i) and (ii), "Excluded Taxes");


                                      A-21
<PAGE>
                                                       ANNEX A - RULES OF USAGE

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

               (v any Taxes which are imposed on a Tax Indemnitee solely as a
     result of the gross negligence or willful misconduct of such Tax Indemnitee
     itself (as opposed to gross negligence or willful misconduct imputed to
     such Tax Indemnitee), but not Taxes imposed as a result of ordinary
     negligence of such Tax Indemnitee;

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

               (vii any gift, or inheritance, taxes.

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

          "Improvements" means, with respect to each Property, all buildings,
     structures, Fixtures and other improvements of every kind existing at any
     time and from time to time on or under the Land, together with any and all
     appurtenances to such buildings, structures or improvements, including
     sidewalks, utility pipes, conduits and lines, parking areas and roadways,
     and including all additions to or changes in the Improvements at any time,
     and also including any refurbishments with respect to Lease-Purchased
     Properties, but excluding all Equipment.

          "Indebtedness" of any Person means, without duplication, (a) all
     obligations of such Person for borrowed money, whether or not evidenced by
     bonds, debentures, notes or similar instruments, (b) all obligations of
     such Person as lessee under capital leases which have been recorded as
     liabilities on a balance sheet of such Person, (c) all obligations of such
     Person to pay the deferred purchase price of property or services


                                      A-22
<PAGE>
                                                       ANNEX A - RULES OF USAGE

     (other than current accounts payable in the ordinary course of
     business), (d) all indebtedness secured by a Lien on the property of such
     Person, whether or not such indebtedness shall have been assumed by such
     Person (it being understood that if such Person has not assumed or
     otherwise become personally liable for any such indebtedness, the amount of
     the Indebtedness of such Person in connection therewith shall be limited to
     the lesser of the face amount of such indebtedness or the fair market value
     of all property of such Person securing such indebtedness), (e) all
     obligations, contingent or otherwise, with respect to the face amount of
     all letters of credit (whether or not drawn) and banker's acceptances
     issued for the account of such Person, (f) all obligations of such Person
     in respect of Hedging Agreements, (g) all Suretyship Liabilities of such
     Person, (h) all other obligations of such Person upon which interest
     charges are customarily paid (other than current accounts payable in the
     ordinary course of business), (i) all obligations of such Person under
     conditional sale or other title retention agreements relating to property
     acquired by such Person and (j) all Indebtedness (as defined above) of any
     partnership in which such Person is a general partner (except to the extent
     such Indebtedness is not recourse to such Person). The amount of the
     Indebtedness of any Person in respect of Hedging Agreements shall be deemed
     to be the unrealized net loss position of such Person thereunder
     (determined for each counterparty individually, but netted for all Hedging
     Agreements maintained with such counterparty).

          "Indebtedness for Borrowed Money" of any Person means all Indebtedness
     of such Person described in (without duplication) clauses (a), (b), (c),
     (d), (h) and, to the extent constituting a Suretyship Liability in respect
     of Indebtedness for Borrowed Money of another Person, (g), of the
     definition of Indebtedness. A Suretyship Liability arising under a
     Synthetic Lease Facility shall be deemed to be a Indebtedness for Borrowed
     Money.

          "Indemnified Person" means the Trust Company, in its individual and
     its trust capacity, the Agents, the Lessor, the Investors, the Lenders and
     their respective successors, assigns, directors, shareholders, partners,
     officers, employees, agents and Affiliates.

          "Indemnified Taxes" means Taxes other than Excluded Taxes.

          "Initial Closing Advance" means the Advance Loans made by the Lenders
     on the Initial Closing Date to fund the purchase by the Lessor of the
     Existing Properties.

          "Initial Closing Date" means March 11, 1998.

                                      A-23
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Insignificant Subsidiary" means any inactive or otherwise immaterial
     direct or indirect Subsidiaries of the Borrower; provided that the assets
     and pre-tax income of, and the Borrower's net investment in, such
     Insignificant Subsidiaries on an individual and a combined basis will not
     exceed three percent (3%) of the Borrower's consolidated pre-tax income or
     assets, as applicable; and provided further that any Subsidiary which owns
     the stock of another Subsidiary (other than an Insignificant Subsidiary)
     shall not be deemed to be an "Insignificant Subsidiary."

          "Insurance Requirements" means all terms and conditions of any
     insurance policy required by the Lease or any other Operative Agreement to
     be maintained by the Lessee and all requirements of the issuer of any such
     policy.

          "Insolvent" means, with respect to any Multiemployer Plan, the
     condition that such Plan is insolvent within the meaning of Section 4245 of
     ERISA.

          "Intercreditor Agreement" means the Intercreditor Agreement, dated as
     of the Initial Closing Date, among FMI, the Subsidiaries signatory thereto,
     the Collateral Agent, the Administrative Agent, on behalf of the Lenders,
     and Bankers Trust Company, as Administrative Agent under the Corporate Loan
     Documents, on behalf of the lenders signatory thereto, as amended,
     supplemented or otherwise modified from time to time in accordance with the
     terms thereof or of any other Operative Agreement.

          "Interest Period" means, with respect to any Eurodollar Loan or
     Eurodollar Contribution:

               (a) initially, the period commencing on the borrowing or
          conversion date, as the case may be, with respect to such Eurodollar
          Loan or Eurodollar Contribution and ending one, two, three or six
          months thereafter, as selected by the Borrower in its notice of
          borrowing or notice of conversion, as the case may be, given with
          respect thereto; and

               (b) thereafter, each period commencing on the last day of the
          immediately preceding Interest Period applicable to such Eurodollar
          Loan or Eurodollar Contribution and ending one, two, three or six
          months thereafter, as selected by the Borrower by irrevocable notice
          to the Administrative Agent not less than three Business Days prior to
          the last day of the then current Interest Period with respect thereto;

     provided that, the foregoing provisions relating to Interest Periods are
     subject to the following:

                                      A-24
<PAGE>
                                                       ANNEX A - RULES OF USAGE

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

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

               (iii) any Interest Period that begins on the last Business Day of
          a calendar month (or on a day for which there is no numerically
          corresponding day in the calendar month at the end of such Interest
          Period) shall end on the last Business Day of a calendar month.

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

          "Investor" means each of the financial institutions (other than the
     Trust Company) from time to time party to the Trust Agreement.

          "Investor Certificate" means a certificate issued pursuant to the
     Trust Agreement to evidence an investment in the beneficial ownership of
     the Trust Estate, and shall include any certificate issued in exchange
     therefor or replacement thereof.

          "Investor Commitment" means as to any Investor, the obligation of such
     Investor to make Investor Contributions under the Trust Agreement in an
     aggregate amount at any one time outstanding not to exceed the amount set
     forth opposite such Investor's name on Schedule 1 to the Trust Agreement.

          "Investor Commitment Percentage" means, as to any Investor at any
     time, the percentage which such Investor's Investor Commitment then
     constitutes of the aggregate Investor Commitments (or, at any time after
     the Investor Commitments shall have terminated or expired, the percentage
     which the aggregate principal amount of such Investor's Investor
     Contribution then outstanding constitutes of the aggregate principal amount
     of the Investor Contributions then outstanding).

          "Investor Contribution" has the meaning specified in Section 3.1 of
     the Participation Agreement.

                                      A-25
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Investor Margin" means (i) with respect to any ABR Contribution,
     1.00% and (ii) with respect to any Eurodollar Contribution, 2.75%.

          "Investor Property Cost" means with respect to a Property an amount
     equal to the product of (i) the aggregate Investor Contribution outstanding
     and (ii) the ratio of the Tranche A/B Property Cost for such Property over
     the aggregate Tranche A/B Property Costs for all Properties.

          "Investor Yield" has the meaning specified in Section 3.1 of the
     Participation Agreement.

          "Joinder Agreement" means a Joinder Agreement substantially in the
     form of Exhibit F to the Participation Agreement.

          "Land" means a parcel of real property described on Schedule 1 of the
     Lease Supplement for such Land and all Appurtenant Rights attached thereto.

          "Lease" means the Lease, Security Agreement and Financing Statement
     dated as of the Initial Closing Date between the Lessor and the Lessee,
     together with any Lease Supplements thereto and Memoranda of Lease, as
     amended, supplemented or otherwise modified from time to time in accordance
     with the terms thereof or of any other Operative Agreement.

          "Lease-Purchased Property" means any Property which is subject to a
     Ground Lease at the time of its lease by the Lessor.

          "Lease Balance" means, as of any date of determination, an amount
     equal to the sum of the Loans, Investor Contributions and all other amounts
     owing by any Lessee under the Operative Documents (including without
     limitation, accrued and unpaid Rent and Supplemental Rent, if any).

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

          "Lease Event of Default" has the meaning given to such term in Section
     17.1 of the Lease.

          "Lease Supplement" means each Lease Supplement substantially in the
     form of Exhibit A to the Lease together with all attachments and schedules
     thereto, as such Lease Supplement may be supplemented, amended or modified
     from time to time.

                                      A-26
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Legal Requirements" means all Federal, state, county, municipal and
     other governmental statutes, laws, rules, orders, regulations, ordinances,
     judgments, decrees and injunctions affecting the Properties or the
     demolition, construction, renovation, use or alteration thereof, whether
     now or hereafter enacted and in force, including any that require repairs,
     modifications or alterations in or to the Properties or in any way limit
     the use and enjoyment thereof (including all building, zoning and fire
     codes and the Americans with Disabilities Act of 1990, 42 U.S.C. 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 all Environmental Laws), and all
     permits, certificates of occupancy, licenses, authorizations and
     regulations relating thereto, and all covenants, agreements, restrictions
     and encumbrances contained in any instruments which are either of record or
     known to the Lessee affecting the Properties, the Appurtenant Rights and
     any easements, licenses or other agreements entered into pursuant to
     Section 12.2 of the Lease.

          "Lender Financing Statements" means UCC financing statements
     appropriately completed and executed for filing in the appropriate state
     and county offices in Alaska, Utah, Washington, Oregon and Idaho in order
     to perfect a security interest in favor of the Administrative Agent in the
     Improvements located on the Properties and the Contract Rights (as defined
     in the UCC) related thereto, as the same may be supplemented, amended or
     modified from time to time.

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

          "Lending Participant" has the meaning set forth in Section 9.5(d) of
     the Credit Agreement.

          "Lessee" means FMI.

          "Lessee Guarantor" means the Lessee, in its capacity as Lessee
     Guarantor.

          "Lessee Guarantee" means the Guarantee, substantially in the form of
     Exhibit E-1 to the Participation Agreement executed and delivered by the
     Lessee Guarantor to the Administrative Agent for the benefit of the Owner
     Trustee, the Lessor, the Investors and the Lenders, as the same may be
     amended, supplemented or otherwise modified from time to time in accordance
     with the terms thereof or of any other Operative Agreement.

          "Lessor" means FMS Trust 1997-1, a Delaware business trust.

                                      A-27
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Lessor Financing Statements" means UCC financing statements
     appropriately completed and executed for filing in the appropriate state
     and county offices in Alaska, Utah, Washington, Idaho and Oregon in order
     to protect the Lessor's interest under the Lease to the extent the Lease is
     a security agreement, as the same may be supplemented, amended or modified
     from time to time.

          "Lessor Lien" means any Lien, true lease or sublease or disposition of
     title arising as a result of (a) any claim against the Lessor or the Trust
     Company, not resulting from the transactions contemplated by the Operative
     Agreements, (b) any act or omission of the Lessor or the Trust Company,
     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
     or the Trust Company, with respect to Taxes or Transaction Expenses against
     which the Lessee is not required to indemnify the Lessor or the Trust
     Company, pursuant to 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 Properties, the Trust Estate or the
     Operative Agreements other than the transfer of title to or possession of
     the Properties by the Lessor pursuant to and in accordance with the Lease,
     the Credit Agreement or the Participation Agreement or pursuant to the
     exercise of the remedies set forth in Section 17 of the Lease.

          "Leverage Ratio" means the ratio of Indebtedness for Borrowed Money of
     the Lessee and its Subsidiaries determined on a consolidated basis to
     Consolidated EBITDA (for the most recent four consecutive fiscal quarters;
     provided that for the periods ended on the Compliance Certificate Date and
     the last day of the next succeeding fiscal quarter, the Leverage Ratio
     shall be calculated by reference to pro forma financial information
     satisfactory to the Administrative Agent with respect to the fiscal
     quarters ended prior to the Initial Closing Date).

          "Lien" means, with respect to any asset, (a) any mortgage, deed of
     trust, lien, pledge, encumbrance, charge or security interest in or on such
     asset, (b) the interest of a vendor or a lessor under any conditional sale
     agreement, capital lease or title retention agreement relating to such
     asset and (c) in the case of securities, any purchase option, call or
     similar right of a third party (excluding rights of first refusal) with
     respect to such securities.

          "Limited Deficiency Amount" means, with respect to each Property, the
     amount equal to the sum of the Termination Value with respect to such
     Property on each Payment Date less the Maximum Residual Guarantee Amount as
     of such date with respect to such Property.

                                      A-28
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Loan Agreement" means the $3,500,000,000 Loan Agreement, dated as of
     March 11, 1998, among the Lessee, as borrower, the lenders identified
     therein, Bankers Trust Company, as administrative agent and The Chase
     Manhattan Bank, as syndication agent.

          "Loan Parties" means the Lessee and Construction Agent and each of the
     Guarantors.

          "Loans" has the meaning set forth in Section 2.1(a) of the Credit
     Agreement.

          "Material Adverse Effect" means a material adverse effect on (a) the
     business, operations, property, condition (financial or otherwise) or
     prospects of the Lessee and its Subsidiaries, taken as a whole or (b) the
     validity or enforceability of any of the Operative Agreements or the rights
     or remedies of the Agents, the Investors or the Lenders thereunder.

          "Material Environmental Violation" means any Environmental Violation
     that could reasonably be expected to have a Material Adverse Effect with
     respect to any Loan Party.

          "Material Plan" means at any time a Plan or Plans having aggregate
     Unfunded Liabilities in excess of $10,000,000.

          "Material Subsidiary" means each Subsidiary of the Lessee which either
     (a) has assets which constitute 5% or more of the consolidated assets of
     the Lessee and its Subsidiaries or (b) has revenues during its most
     recently-ended fiscal year which constitute more than 5% of the
     consolidated revenues of the Lessee and its Subsidiaries during the most
     recently ended fiscal year.

          "Maturity Date" means February 28, 2003.

          "Maturity Date Election Notice" has the meaning set forth in Section
     20.2 of the Lease.

          "Maturity Date Purchase Option" means the Lessee's Purchase Option to
     purchase all of the Properties on the Maturity Date in accordance with
     Section 20.2 of the Lease.

          "Maximum Purchase Option Amount" means, as of any date, 75% of the
     highest Termination Value of all Properties held by the Lessor at any one
     time prior to such date.

                                      A-29
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Maximum Residual Guarantee Amount" means (i) with respect to each
     Property which is not a Twenty Five Percent Property, an amount equal to
     the maximum amount of the Tranche A/B Property Cost in respect of such
     Property which may be paid pursuant to Section 21.1(c) of the Lease and
     allocated to Tranche A Loans without causing the Lease for such Property to
     be treated as a Capital Lease for the purposes of Statement of Financial
     Accounting Standards (SFAS) No. 13, as determined in good faith by the
     Lessee, and certified to the Administrative Agent in accordance with
     Section 1.2(b) of the Participation Agreement; provided that in no event
     shall such amount be less than 85% of the Property Cost in respect of such
     Property; and (ii) with respect to each Twenty Five Percent Property, 100%
     of the Property Cost of such Property minus the sum of (a) the aggregate
     amount of prepayments of the Loans allocated to reduce the Tranche A/B
     Property Cost pursuant to Section 2.5 of the Credit Agreement and (b) the
     aggregate amount of prepayments of the Investor Contributions allocated to
     reduce the Investor Property Cost pursuant to Section 3.5 of the Trust
     Agreement.

          "Memorandum of Lease" has the meaning set forth in Section 30.8 of the
     Lease.

          "Mergers" means each of the FFL Merger and the QFC Merger.

          "Merger Documents" means each of the FFL Merger Documents and the QFC
     Merger Documents.

          "Modifications" has the meaning set forth in Section 11.1(a) of the
     Lease.

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

          "Mortgage" means each (i) Mortgage and Security Agreement from the
     Lessor and the Lessee to the Administrative Agent, substantially in the
     form of Exhibit D-1 to the Participation Agreement and (ii) Deed of Trust
     and Security Agreement from the Lessor and the Lessee in favor of the
     Administrative Agent, substantially in the form of Exhibit D-2 to the
     Participation Agreement (in form and substance appropriate for recording),
     as the same may be supplemented, amended or modified from time to time. The
     decision to use the "Mortgage" form or the "Deed of Trust" form shall be
     made by the Administrative Agent with respect to each Property, and each
     such form shall be modified as necessary or desirable in the Administrative
     Agent's opinion to comply with all applicable laws and to set forth the
     provisions and remedies customarily used by secured lenders with respect to
     the applicable jurisdiction in which such instrument is to be recorded.

                                      A-30
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Multiemployer Plan" means a Plan which is a multiemployer plan as
     defined in Section 4001(a)(3) of ERISA.

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

          "Net Sale Proceeds Shortfall" means the amount by which the proceeds
     of a sale of a Property described in Section 21.1 of the Lease (net of all
     expenses of sale) are less than the Limited Deficiency Amount for such
     Property.

          "Non-Defaulting Lender" has the meaning set forth in Section 2.11(b)
     of the Credit Agreement.

          "Non-Excluded Taxes" has the meaning set forth in Section 2.14(a) of
     the Credit Agreement.

          "Notes" means the collective reference to the Tranche A Notes and the
     Tranche B Notes.

          "Obligations" means the collective reference to (i) the unpaid
     principal of and interest on the Loans and all other obligations and
     liabilities of the Borrower to the Agents or the Lenders (including
     interest accruing at the then applicable rate provided in the Credit
     Agreement after the maturity of the Loans and interest accruing at the then
     applicable rate provided in the Credit Agreement after the filing of any
     petition in bankruptcy, or the commencement of any insolvency,
     reorganization or like proceeding, relating to the Borrower, whether or not
     a claim for post-filing or post-petition interest is allowed in such
     proceeding), whether direct or indirect, absolute or contingent, due or to
     become due, now existing or hereafter incurred, which may arise under, out
     of, or in connection with, the Credit Agreement, any Notes, the other
     Credit Documents or any other document made, delivered or given in
     connection therewith, whether on account of principal, interest,
     reimbursement obligations, fees, indemnities, costs, expenses or otherwise
     (including all reasonable fees and disbursements of counsel to the Agents
     or to the Lenders that are required to be paid by the Borrower pursuant to
     the terms of the Credit Agreement or any other Credit Document), (ii) the
     unpaid principal of and Investor Yield on the Investor Contributions and
     all other obligations and liabilities of the Owner Trustee to the Agents or
     the Investors (including Investor Yield accruing at the then applicable
     rate provided in the Trust Agreement after the maturity of the Investor
     Contributions and

                                      A-31
<PAGE>
                                                        ANNEX A - RULES OF USAGE

     interest accruing at the then applicable rate provided in the Trust
     Agreement after the filing of any petition in bankruptcy, or the
     commencement of any insolvency, reorganization or like proceeding, relating
     to the Owner Trustee, whether or not a claim for post-filing or
     post-petition interest is allowed in such proceeding), whether direct or
     indirect, absolute or contingent, due or to become due, now existing or
     hereafter incurred, which may arise under, out of, or in connection with,
     the Trust Agreement or any other document made, delivered or given in
     connection therewith, whether on account of principal, interest,
     reimbursement obligations, fees, indemnities, costs, expenses or otherwise
     (including all reasonable fees and disbursements of counsel to the Agents
     or to the Investors that are required to be paid by the Owner Trustee
     pursuant to the terms of the Trust Agreement) and (iii) all amounts payable
     by the Lessee under any of the Operative Agreements (including indemnities
     and Commitment Fees) to the Administrative Agent and/or the Lenders and the
     Lessor.

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

          "Operative Agreements" means the following:

          (a)   the Participation Agreement;
          (b)   the Lease, each Memorandum of Lease and each Lease Supplement;
          (c)   the Assignment of Lease and each supplemental assignment;
          (d)   the Consent to Assignment;
          (e)   the Credit Agreement;
          (f)   the Intercreditor Agreement;
          (g)   the Mortgages;
          (h)   the UCC Financing Statements;
          (i)   the Contract Assignment;
          (j)   the Consent to Contract Assignment;
          (k)   the Construction Agency Agreement and each Construction Agency
                Agreement Supplement;
          (l)   the Guarantees;
          (m)   the Requisitions;
          (n)   the Trust Agreement;
          (o)   the Pledge Agreement; and
          (p)   any Notes.

          "Other Plan" means an employee pension benefit plan (other than a Plan
     or a Multiemployer Plan) which is covered by Title IV of ERISA or subject
     to the minimum funding standards under Section 412 of the Code.

                                      A-32
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Other Taxes" means any and all present or future stamp or documentary
     taxes or any other excise or property taxes, charges or similar levies
     arising from any payment made hereunder or from the execution, delivery or
     enforcement of, or otherwise with respect to, any Operative Agreement.

          "Outside Completion Date" with respect to each Property means the date
     that is 12 months from the Construction Commencement Date for such
     Property, as such date may be extended by up to a total of 180 days due to
     the occurrence of one or more Force Majeure Events; provided that in no
     event shall such date be any later than the Construction Period Termination
     Date.

          "Overdue Interest" means any interest payable pursuant to Section
     2.8(c) of the Credit Agreement.

          "Overdue Rate" means (i) with respect to Tranche A Basic Rent, Tranche
     B Basic Rent and any other amount owed under or with respect to the Credit
     Agreement or the Security Documents, the rate set forth in Section 2.8(c)
     of the Credit Agreement, (ii) with respect to Investor Yield and the
     Investor Contribution, 2% in excess of the Investor Yield then in effect
     and (iii) with respect to any other amount owing under any Operative
     Agreement, the rate referred to in clause (B) of Section 2.8(c)(ii) of the
     Credit Agreement.

          "Owner Trustee" means Wilmington Trust Company, not individually, but
     solely as Owner Trustee under the FMS Trust 1997-1.

          "Participants" means each of the Agents, the Lenders, the Lessor, the
     Investors and the Trust Company.

          "Participation Agreement" means the Participation Agreement dated as
     of the Initial Closing Date among the Lessee and Construction Agent, the
     Lessor, the Owner Trustee, the Investors, the Agents and the Lenders, as it
     may be amended, supplemented or otherwise modified from time to time in
     accordance with the terms thereof or of any other Operative Agreement.

          "Payment Date" means each Specified Interest Payment Date and any
     other date on which a payment is otherwise due under the terms of the
     Credit Agreement or the Trust Agreement or, if all amounts due under the
     Credit Agreement or the Trust Agreement have been paid in full and the
     Credit Agreement or the Trust Agreement has been terminated, the first
     Business Day of each calendar month during the Term.

                                      A-33
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "PBGC" means the Pension Benefit Guaranty Corporation established
     pursuant to Subtitle A of Title IV of ERISA.

          "Permits" has the meaning set forth in Section 7.3(v) of the
     Participation Agreement.

          "Permitted Exceptions" means: (i) Liens of the types described in
     clauses (i), (ii), (v) and (viii) of the definition of Permitted Liens;
     (ii) Liens for Taxes not yet due; and (iii) all non-monetary encumbrances,
     exceptions, restrictions, easements, rights of way, servitudes,
     encroachments and irregularities in title, other than Liens which, in the
     reasonable assessment of the Administrative Agent, materially impair the
     use of any Property for its intended purpose.

          "Permitted Investments" means:

          (a) direct obligations of, or obligations the principal of and
     interest on which are unconditionally guaranteed by, the United States of
     America (or by any agency thereof to the extent such obligations are backed
     by the full faith and credit of the United States of America), in each case
     maturing within one year from the date of acquisition thereof;

          (b) investments in commercial paper maturing within 270 days from the
     date of acquisition thereof and having, at such date of acquisition, the
     two highest credit ratings obtainable from S&P or from Moody's;

          (c) investments in certificates of deposit, banker's acceptances and
     time deposits maturing within 180 days from the date of acquisition thereof
     issued or guaranteed by or placed with, and money market deposit accounts
     issued or offered by, any domestic office of any commercial bank organized
     under the laws of the United States of America or any State thereof which
     has a combined capital and surplus and undivided profits of not less than
     $500,000,000; and

          (d) fully collateralized repurchase agreements with a term of not more
     than 30 days for securities described in clause (a) above and entered into
     with a financial institution satisfying the criteria described in clause
     (c) above.

          "Permitted Liens" means: (i) the respective rights and interests of
     the parties to the Operative Agreements as provided in the Operative
     Agreements; (ii) the rights of any sublessee or assignee under a sublease
     or an assignment expressly permitted by the terms of the Lease; (iii) Liens
     for Taxes that either are not yet due or are being contested in accordance
     with the provisions of Section 12.2 of the Participation

                                      A-34
<PAGE>
                                                       ANNEX A - RULES OF USAGE

     Agreement; (iv) Liens arising by operation of law, materialmen's,
     mechanics', workmen's, repairmen's, employees', carriers', warehousemen's
     and other like Liens in connection with any Modifications or Liens arising
     in the ordinary course of business for amounts that either are not more
     than 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
     12.2(g) of the Participation Agreement; (v) Liens of any of the types
     referred to in clause (iv) 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 have been made), which bonding (or arrangements)
     shall comply with applicable Legal Requirements, and has effectively stayed
     any execution or enforcement of such Liens; (vi) 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 12.2 of the Participation Agreement; (vii) Permitted Exceptions;
     and (viii) easements, rights of way and other encumbrances on title to real
     property pursuant to Section 12.2 of the Lease.

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

          "Plan" means an Employee Benefit Plan.

          "Plans and Specifications" means the plans and specifications for the
     Improvements to be constructed on any Property, as such Plans and
     Specifications may be amended, modified or supplemented from time to time
     in accordance with the terms of the Operative Agreements.

          "Pledge Agreement" means the Pledge Agreement, dated as of the Closing
     Date, by the Lessee and its Subsidiaries in favor of the Lenders and the
     lenders under the Corporate Loan Documents, as amended, supplemented or
     otherwise modified from time to time in accordance with the terms hereof or
     of any other Operative Agreement.

          "Project Costs" means, with respect to a Property, all costs and
     expenses incurred by the Construction Agent or otherwise expended in
     connection with the acquisition of Land and the design and construction of
     the Improvements thereon, including Property Acquisition Costs, all
     professional fees and other soft costs incurred in connection therewith,
     Transaction Expenses and other pre-closing and closing costs

                                      A-35
<PAGE>
                                                       ANNEX A - RULES OF USAGE

     incurred by the Lessee in connection with the transactions
     contemplated by the Operative Agreements and payment of the interest on the
     Tranche A Loans and the Tranche B Loans and payment of the Investor Yield
     during the Construction Period, as the same are reflected in the Budget
     prepared in accordance with the Construction Agency Agreement.

          "Projected Completion Value" means the estimated value of any Land and
     Improvements, assuming the Improvements are completed in accordance with
     the Plans and Specifications, as established by an Appraisal.

          "Property" means (i) Lessor's interest in any Land, as lessee or as
     owner in fee simple thereof and (ii) all of the Improvements at any time
     located on or under such Land.

          "Property Acquisition Cost" means the cost to the Lessor to purchase a
     Property on a Property Closing Date including, without limitation, all
     professional fees and permitting, survey, title, freight and installation
     costs and other similar costs.

          "Property Closing Date" means each date on which the Lessor purchases
     any Property.

          "Property Cost" means with respect to a Property the aggregate amount
     of the Tranche A/B Property Cost allocated to such Property pursuant to the
     Credit Agreement, plus the Investor Property Cost for such Property, plus
     any interest on the Loans capitalized during the Construction Period.

          "Public Notes" means senior unsecured notes of the Borrower, described
     in the Preliminary Prospectus Supplement dated February 17, 1998, and the
     Prospectus, dated February 4, 1998.

          "Purchase Decision Date" means the day twelve months prior to the
     Maturity Date.

          "Purchase Notice" shall have the meaning set forth in Section 20.1 of
     the Lease.

          "Purchase Option" has the meaning set forth in Section 20.1 of the
     Lease.

          "Purchase Option Price" has the meaning set forth in Section 20.1 of
     the Lease.

          "QAC" means Q-Acquisition Corp., a wholly-owned Subsidiary of the
     Lessee.

                                      A-36
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "QFC" means Quality Food Centers, Inc., a Washington corporation.

          "QFC Merger" means the merger of QFC and QAC in accordance with the
     QFC Merger Document.

          "QFC Merger Document" means that certain Agreement and Plan of Merger,
     dated as of November 6, 1997, among FMI, QFC and QAC.

          "Register" has the meaning set forth in Section 9.6 of the Credit
     Agreement.

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

          "Remarketing Option" has the meaning set forth in Section 21.1(a) of
     the Lease.

          "Remarketing Period" means, if the Lessee has elected the Remarketing
     Option in accordance with Section 21.1 of the Lease, the period commencing
     on the Purchase Decision Date and ending on the later of (i) the Maturity
     Date and (ii) the Extended Remarketing Date, if applicable.

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

          "Reorganization" means, with respect to any Multiemployer Plan, the
     condition that such plan is in reorganization within the meaning of Section
     4241 of ERISA.

          "Reportable Event" means any of the events set forth in Section
     4043(b) of ERISA, other than those events as to which the thirty day notice
     period is waived under subsections .13, .14, .16, .18, .19 or .20 of PBGC
     Reg. ss. 2615.

          "Required Lenders" means, at any time, Non-Defaulting Lenders the
     Commitment Percentages of which aggregate more than 50%.

          "Required Modification" has the meaning set forth in Section 11.1 of
     the Lease.

          "Requisition" has the meaning set forth in Section 5.2 of the
     Participation Agreement.

          "Responsible Officer" means the Chairman or Vice Chairman of the Board
     of Directors, the Chairman or Vice Chairman of the Executive Committee of
     the Board of

                                      A-37
<PAGE>
                                                       ANNEX A - RULES OF USAGE

     Directors, the President, any Senior Vice President or Executive Vice
     President, the Chief Financial Officer, the Chief Operating Officers, the
     Chief Accounting Officer, the Vice President/Treasurer or any Assistant
     Treasurer responsible for compliance with any of the Operative Agreements;
     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 shall also
     mean, with respect to a particular corporate trust matter, any other
     officer to whom such matter is referred because of his or her knowledge of
     and familiarity with the particular subject.

          "Restricted Payment" means any dividend or other distribution (whether
     in cash, securities or other property) with respect to any shares of any
     class of capital stock of the Lessee or any Subsidiary, or any payment
     (whether in cash, securities or other property), including any sinking fund
     or similar deposit, on account of the purchase, redemption, retirement,
     acquisition, cancellation or termination of any such shares of capital
     stock of the Lessee or any option, warrant or other right to acquire any
     such shares of capital stock of the Lessee.

          "S&P" means Standard & Poor's Ratings Group, a division of The McGraw-
     Hill Companies, Inc.

          "Scheduled Interest Payment Date" means (a) as to any ABR Loan or ABR
     Contribution, the last day of each March, June, September and December to
     occur while such Loan or Investor Contribution is outstanding and the
     Maturity Date, (b) as to any Eurodollar Loan or Eurodollar Contribution
     having an Interest Period of three months or less, the last day of such
     Interest Period and (c) as to any Eurodollar Loan or Eurodollar
     Contribution having an Interest Period longer than three months, each day
     which is three months after the first day of such Interest Period and the
     last day of such Interest Period and, in addition, in each case the date of
     any refinancing or conversion of such Loan or Investor Contribution with or
     to a Loan or Investor Contribution of a different Type.

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

          "Security Documents" means the collective reference to the Mortgage,
     the Deed of Trust, the Lease, the Pledge Agreement, the Intercreditor
     Agreement, the Memorandum of Lease, the Assignment of Lease and the
     Contract Assignment, and all other security documents hereafter delivered
     to the Administrative Agent granting a

                                      A-38
<PAGE>
                                                       ANNEX A - RULES OF USAGE

     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.

          "Shared Rights" means the rights retained by the Lessor, but not to
     the exclusion of the Agents, pursuant to Section 8.3(a)(ii) of the Credit
     Agreement.

          "Single Employer Plan" means any Plan which is covered by Title IV of
     ERISA, but which is not a Multiemployer Plan.

          "Significant Casualty" means a Casualty that in the reasonable, good
     faith judgment of the relevant Lessee (as evidenced by an Officer's
     Certificate) either (a) renders the applicable Property unsuitable for
     continued use as commercial or retail property of the type of such Property
     immediately prior to such Casualty or (b) is so substantial in nature that
     restoration of such Property to substantially its condition as existed
     immediately prior to such Casualty would be impracticable or impossible.

          "Significant Condemnation" means a Condemnation that in the
     reasonable, good faith judgment of the relevant Lessee (as evidenced by an
     Officer's Certificate) either (a) renders the applicable Property
     unsuitable for continued use as commercial or retail property of the type
     of such Property immediately prior to such Condemnation or (b) is such that
     restoration of such Property to substantially its condition as existed
     immediately prior to such Condemnation would be impracticable or
     impossible.

          "Significant Entity" means any of the Lessee and its Material
     Subsidiaries.

          "Solvent" as to any Person means (i) the sum of the assets of such
     Person, both at a fair valuation and at present fair salable value, will
     exceed its liabilities, including contingent liabilities, (ii) such Person
     will have sufficient capital with which to conduct its business as
     presently conducted and (iii) such Person has not incurred debts, and does
     not intend to incur debts, beyond its ability to pay such debts as they
     mature. For purposes of this definition, "debt" means any liability on a
     claim, and "claim" means (x) a right to payment, whether or not such right
     is reduced to judgment, liquidated , unliquidated, fixed, contingent,
     matured, unmatured, disputed, undisputed, legal, equitable, secured or
     unsecured, or (y) a right to an equitable remedy for breach of performance
     if such breach gives rise to a payment, whether or not such right to an
     equitable remedy is reduced to judgment, fixed, contingent, matured,
     unmatured, disputed, undisputed, secured, or unsecured. With respect to any
     contingent liabilities, such liabilities shall be computed at the amount
     which, in light of all the facts and circumstances existing at the time,
     represents the amount which can reasonably be expected to become an actual
     or matured liability.

                                      A-39
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Specified Interest Payment Date" means (a) any Scheduled Interest
     Payment Date and (b) any date on which interest is payable pursuant to
     Section 2.7(d)(ii) of the Credit Agreement in connection with any
     prepayment of the Loans.

          "Statutory Reserves" means a fraction (expressed as a decimal), the
     numerator of which is the number one and the denominator of which is the
     number one minus the aggregate of the maximum reserve percentages
     (including any marginal, special, emergency or supplemental reserves)
     expressed as a decimal established by the Board to which the Administrative
     Agent is subject for eurocurrency funding (currently referred to as
     "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
     percentages shall include those imposed pursuant to such Regulation D.
     Eurodollar Loans shall be deemed to constitute eurocurrency funding and to
     be subject to such reserve requirements without benefit of or credit for
     proration, exemptions or offsets that may be available from time to time to
     any Lender under such Regulation D or any comparable regulation. The
     Statutory Reserve Rate shall be adjusted automatically on and as of the
     effective date of any change in any reserve percentage.

          "Store Land Property" means any Property designated by the
     Construction Agent as a "Store Land Property" in the Requisition in respect
     of such Property.

          "Subsidiary" means, with respect to any Person (the "parent") at any
     date, any corporation, limited liability company, partnership, association
     or other entity the accounts of which are required to be consolidated with
     those of the parent in the parent's consolidated financial statements if
     such financial statements were prepared in accordance with GAAP as of such
     date, as well as, with respect to any Person, any Person of which such
     Person and/or its subsidiaries own, directly or indirectly, such number of
     outstanding shares (or similar equity interest) as have more than 50% of
     the ordinary voting power for the election of directors.

          "Subsidiary Guarantor" means each Subsidiary which has executed a
     Subsidiary Guarantee.

          "Subsidiary Guarantee" means the Guarantee, substantially in the form
     of Exhibit E-2 to the Participation Agreement executed and delivered by
     each Subsidiary Guarantor to the Administrative Agent for the benefit of
     the Lessor and the Lenders, as the same may be amended, supplemented or
     otherwise modified from time to time in accordance with the terms thereof
     or of any other Operative Agreement.

          "Supplemented Amounts" has the meaning set forth in Section 9.14 of
     the Credit Agreement.

                                      A-40
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Supplemental Rent" means all amounts, liabilities and obligations
     (other than Basic Rent) which the Lessee assumes or agrees to pay to Lessor
     or any other Person under the Lease or under any of the other Operative
     Agreements (other than the Guarantees made by the Guarantors).

          "Surety Instruments" means all letters of credit (including standby
     and commercial), banker's acceptances, guaranties, shipside bonds, surety
     bonds and similar instruments under which Suretyship Liabilities arise.

          "Suretyship Liability" means any agreement, undertaking or other
     contractual arrangement by which any Person guarantees, endorses or
     otherwise becomes or is contingently liable upon (by direct or indirect
     agreement, contingent or otherwise, to provide funds for payment, to supply
     funds to or otherwise to invest in a debtor, or otherwise to assure a
     creditor against loss) any indebtedness, obligation or other liability
     (including accounts payable) of any other Person (other than by
     endorsements of instruments in the course of collection), or guarantees the
     payment of dividends or other distributions upon the shares of any other
     Person. Suretyship Liability shall include any liability or contingent
     liability of a Person under or in connection with a Synthetic Lease
     Facility. The amount of any Person's obligation under any Suretyship
     Liability shall (subject to any limitation set forth therein) be deemed to
     be the principal amount of the indebtedness, obligation or other liability
     guaranteed thereby. As of any date, the amount of any Person's obligations
     under any Synthetic Lease Facility shall be equal to the amount which such
     Person would be obligated to pay if such Synthetic Lease Facility was
     accelerated on such date (disregarding accrued scheduled lease payments
     which would be characterized as interest if such Synthetic Lease Facility
     were treated as a capital lease under GAAP).

          "Survey" has the meaning set forth in Section 6.2(k) of the
     Participation Agreement.

          "Syndication Agent" means The Chase Manhattan Bank.

          "Synthetic Lease Facility" means any synthetic lease, tax ownership
     operating lease, tax retention operating lease, off balance sheet lease or
     similar lease transaction where the lessee is treated as owner of the
     leased property for U.S. federal income tax purposes while the lease is
     accounted for on the financial statements of the lessee, prepared in
     accordance with GAAP, as an operating lease, including the Current
     Synthetic Lease Facility.

          "Tangible Net Assets" means the total consolidated assets of the
     Lessee and its Subsidiaries minus any amount included therein in respect of
     goodwill, as shown on the

                                      A-41
<PAGE>
                                                       ANNEX A - RULES OF USAGE

     most recent consolidated balance sheet of the Lessee and its
     Subsidiaries referred to in Section 6.1(w) or delivered to the
     Administrative Agent, each Lender and each Investor pursuant to Section
     9.4(a).

          "Tax Indemnitee" means the Lessor, the Investors, the Trust Company,
     the Agents, each Lender and their Affiliates, successors, assignees and
     assigns.

          "Taxes" has the meaning set forth in the definition of Impositions.

          "Term" means for each Property, the period commencing on the Property
     Closing Date for such Property and ending on the date immediately prior to
     the Maturity Date.

          "Termination Date" has the meaning set forth in Section 16.2(a) of the
     Lease.

          "Termination Notice" has the meaning set forth in Section 16.1(a) of
     the Lease.

          "Termination Value" means with respect to all Properties, as of any
     determination date, an amount equal to the sum of (i) the aggregate
     outstanding principal of the Loans, accrued and unpaid interest on the
     Loans and any other amounts due under the Credit Agreement, plus (ii) the
     aggregate outstanding amount of the Investor Contributions, all accrued
     amounts due on account of the Investor Yield and all other amounts owing to
     the Investors under the Operative Agreements, plus (iii) all other amounts
     due to the Agents, the Lenders, the Investors or the Lessor under the
     Operative Agreements. "Termination Value" with respect to a particular
     Property means an amount equal to the product of the Termination Value of
     all the Properties times a fraction, the numerator of which is the Property
     Cost allocable to the particular Property in question and the denominator
     of which is the aggregate Property Cost for all the Properties.

          "Title Company" means First American Title Company, or such other
     title insurance company reasonably acceptable to the Administrative Agent
     and the Investors.

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

          "Tranche A Basic Rent" means the interest due on the Tranche A Loans
     on any Specified Interest Payment Date pursuant to the Credit Agreement
     (but not including interest on overdue amounts under Section 2.8(c) of the
     Credit Agreement or otherwise).

                                      A-42
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Tranche A Loan" has the meaning set forth in Section 2.3(c) of the
     Credit Agreement.

          "Tranche A Note" has the meaning set forth in Section 2.2 of the
     Credit Agreement.

          "Tranche A Percentage" means, with respect to a Property, a fraction,
     expressed as a percentage, equal to (a) the Maximum Residual Guarantee
     Amount of such Property divided by (b) the Property Cost of such Property.

          "Tranche A/B Construction Property Cost" means with respect to each
     Construction Period Property, at any date of determination, an amount equal
     to (a) the aggregate principal amount of Loans made on or prior to such
     date with respect to such Property minus (b) the aggregate principal amount
     of prepayments of the Loans allocated to reduce the Tranche A/B
     Construction Property Cost of such Property pursuant to Section 2.5(d) of
     the Credit Agreement.

          "Tranche A/B Property Cost" means, with respect to each Property, at
     any date of determination, an amount equal to (a) the aggregate principal
     amount of Loans made on or prior to such date with respect to such Property
     minus (b) the aggregate amount of prepayments of the Loans allocated to
     reduce the Tranche A/B Property Cost of such Property pursuant to Section
     2.5(d) of the Credit Agreement.

          "Tranche B Basic Rent" means the interest due on the Tranche B Loans
     on any Specified Payment Date pursuant to the Credit Agreement (but not
     including interest on overdue amounts under Section 2.8(c) of the Credit
     Agreement or otherwise).

          "Tranche B Loan" has the meaning set forth in Section 2.3(c) of the
     Credit Agreement.

          "Tranche B Note" has the meaning set forth in Section 2.2 of the
     Credit Agreement.

          "Tranche B Percentage" means 100% minus the Tranche A Percentage.

          "Transaction Expenses" means:

               (a) the reasonable out-of-pocket expenses, disbursement or cost
          of Agents and Arrangers incurred in connection with the consummation
          of the transactions contemplated by the Operative Agreements;

                                      A-43
<PAGE>
                                                       ANNEX A - RULES OF USAGE

               (b) the reasonable fees and reasonable out-of-pocket expenses of
          the Trust Company in connection with the transactions contemplated by
          the Operative Agreements, including, without limitation, the initial
          and annual Trust Company's fee and all reasonable fees and reasonable
          out-of pocket expenses of the Trust Company and any necessary
          co-trustees (including reasonable counsel fees and expenses) or any
          successor owner trustee, for acting as owner trustee under the Trust
          Agreement;

               (c) the fee payable to Arrangers in connection with the
          transactions contemplated by the Operative Agreements;

               (d) any and all Taxes (to the extent provided in Section 11.2 of
          the Participation Agreement) and fees incurred in recording or filing
          any Operative Agreement or any other transaction document, any deed,
          declaration, deed of trust, security agreement, notice or financing
          statement with any public office, registry or governmental agency in
          connection with the transactions contemplated by the Operative
          Agreements;

               (e) any real estate brokers' fees, consultants' fees (including,
          without limitation, fees incurred in connection with Appraisals,
          Environmental Audits and surveys performed under the Operative
          Agreements) and any and all stamp, transfer and other similar taxes,
          fees and excises, if any, including any interest and penalties, which
          are payable in connection with the acquisition of any Property;

               (f) all reasonable out-of-pocket costs and expenses incurred in
          connection with the enforcement or preservation of any rights under
          the Operative Agreements after the occurrence of an Event of Default,
          including, without limitation, the fees and disbursements of counsel
          (including the allocated fees and expenses of in-house counsel) to the
          Agents, each Lender and the Investors;

               (g) all reasonable out-of-pocket costs and expenses incurred in
          connection with any amendment, supplement or modification to the
          Operative Agreements requested by the Lessee or the Guarantors and any
          other documents prepared in connection therewith, and the consummation
          and administration of the transactions contemplated thereby,
          including, without limitation, the reasonable fees and disbursements
          of counsel to the Agents and the Investors; and

                                      A-44
<PAGE>
                                                       ANNEX A - RULES OF USAGE

               (h) all reasonable out-of-pocket costs and expenses incurred by
          the Lessor, the Lessee, the Investors or the Agents in connection with
          any purchase of the Property by the Lessee pursuant to the Lease.

          "Trust" means the Lessor.

          "Trust Agreement" means the Trust Agreement dated as of the Initial
     Closing Date among the Investors and the Trust Company as amended,
     supplemented and otherwise modified from time to time in accordance with
     the terms thereof and of any other Operative Agreement.

          "Trust Company" means Wilmington Trust Company, in its individual
     capacity, and any successor owner trustee under the Trust Agreement in its
     individual capacity.

          "Trust Estate" has the meaning set forth in Section 2.2 of the Trust
     Agreement.

          "Twenty Five Percent Property" has the meaning specified in Section
     1.3(b) of the Participation Agreement.

          "Type" means, as to any Loan, its nature as an ABR Loan or a
     Eurodollar Loan, and as to any Investor Contribution, its nature as an ABR
     Contribution or a Eurodollar Contribution.

          "UCC Financing Statements" means collectively the Lender Financing
     Statements and the Lessor Financing Statements.

          "Undeveloped Land" means any portion of any Property consisting of
     Land free of any Improvements (other than de minimus site improvements) .

          "Unfunded Amount" has the meaning specified in Section 3.2 of the
     Construction Agency Agreement.

          "Unfunded Liabilities" of any Plan means the amount, if any, by which
     the actuarial present value of the accumulated plan benefits under the Plan
     as of the close of its most recent plan year exceeds the fair market value
     of the assets allocable thereto, each determined in accordance with
     Statement and Financial Accounting Standards No. 87, based upon the
     actuarial assumptions used by the Plan's actuary in the most recent annual
     valuation of the Plan.

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

                                      A-45
<PAGE>
                                                       ANNEX A - RULES OF USAGE

          "Wear and Tear Payment" has the meaning set forth in Section 2.5(b) of
     the Credit Agreement.

          "Withdrawal Liability" means liability to a Multiemployer Plan as a
     result of a complete or partial withdrawal from such Multiemployer Plan, as
     such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                                      A-46
<PAGE>
                                                        PARTICIPATION AGREEMENT

                                                                  SCHEDULE 1 TO
                                                        PARTICIPATION AGREEMENT
                                                        -----------------------

                               EXISTING PROPERTIES
                               -------------------


-------------------------------------------------------------------------------
  STORE NAME              STORE ADDRESS                    STORE COUNTY
-------------------------------------------------------------------------------
Burlingame         7555 S.W. Barbur Blvd.              County of Multnomah
                   Portland, OR 97129
-------------------------------------------------------------------------------
Covington          16735 S.E. 272nd                    County of King
                   Kent, WA 98042
-------------------------------------------------------------------------------
Glisan             6615 N.E. Glisan                    County of Multnomah
                   Portland, OR 97213
-------------------------------------------------------------------------------
Hawthorne          3805 S.E. Hawthorne Blvd.           County of Multnomah
                   Portland, OR 97214
-------------------------------------------------------------------------------
Hazel Dell         7700 Highway 99                     County of Clark
                   Vancouver, WA 98665
-------------------------------------------------------------------------------
Hillsboro          23105 S.W. Tualatin Valley Hwy.     County of Washington
                   Hillsboro, OR 97123
-------------------------------------------------------------------------------
Meridian           1850 East Fairview Ave.             County of Ada
                   Meridian, ID 83642
-------------------------------------------------------------------------------
Puyallup           17404 Meridian East                 County of Pierce
                   Puyallup, WA 98373
-------------------------------------------------------------------------------
Raleigh Hills      7700 SW Beaverton-Hillsdale Hwy.    County of Washington
                   Portland, OR 97225
-------------------------------------------------------------------------------
Scappoose          51500 S. Columbia River Why.        County of Columbia
                   Scappoose, OR 97056
-------------------------------------------------------------------------------
Twin Falls         705 Blue Lakes Blvd.                County of Twin Falls
                   Twin Falls, ID 83301
-------------------------------------------------------------------------------
Coeur d'Alene      560 W. Kathleen Ave.                County of Kootenai
                   Coeur d'Alene, ID 83814
-------------------------------------------------------------------------------
Gresham            2497 S.E. Burnside                  County of Multnomah
                   Gresham, OR 97080-1299
-------------------------------------------------------------------------------


<PAGE>
                                                        PARTICIPATION AGREEMENT

-------------------------------------------------------------------------------
Idaho Falls        1555 Northgate Mile                 County of Bonneville
                   Idaho Falls, ID 83405
-------------------------------------------------------------------------------
Orem               1275 South 800 East                 County of Utah
                   Orem, UT
-------------------------------------------------------------------------------
Tigard             11565 SW Pacific Why.               County of Washington
                   Tigard, OR 97223
-------------------------------------------------------------------------------
Clackamas Distri-  11500 S.E. Highway 212              County of Clackamas
bution Center      Clackamas, OR 97015-9002
-------------------------------------------------------------------------------
Spokane Division   Southeast Corner of Highway 395     County of Spokane
                   and Hastings Rd.
                   Spokane, WA
-------------------------------------------------------------------------------
Murphy's Corner    Northwest Corner of State Highway   County of Snohomish
(Mill Creek)       527 and 132nd St. S.E.
                   Everett, WA
-------------------------------------------------------------------------------
Thrasher's Corner  S.E. Corner of State Highway 527    County of Snohomish
(Bothell)          and Maltby
                   Bothell, WA
-------------------------------------------------------------------------------
Bellevue           2041 148th NE                       County of King
                   Bellevue, WA  98168
-------------------------------------------------------------------------------
Burien             14300 First Avenue S.               County of King
                   Seattle, WA  98168
-------------------------------------------------------------------------------
Clackamas          16301 SE 82nd Dr.                   County of Clackamas
                   Clackamas, OR  97015
-------------------------------------------------------------------------------
Anchorage          1000 East Northern Lights Blvd      Borough of Anchorage
                   Anchorage, AK  99508
-------------------------------------------------------------------------------
Midway             25250 Pacific Hwy S.                County of King
                   Kent, WA  98031
-------------------------------------------------------------------------------
<PAGE>
                                                             SCHEDULE 7.3(h) TO
                                                        PARTICIPATION AGREEMENT
                                                        -----------------------

                                DISCLOSED MATTERS


[See Schedules to $3,500,000,000 Loan Agreement.]


                                        2
<PAGE>
                                                             SCHEDULE 7.3(n) TO
                                                        PARTICIPATION AGREEMENT
                                                        -----------------------


                                 BROKERS / FEES


As disclosed in the Merger Documents.


                                        3
<PAGE>
                                                             SCHEDULE 7.3(o) TO
                                                        PARTICIPATION AGREEMENT
                                                        -----------------------


                                  ENVIRONMENTAL


None.


                                        4
<PAGE>
                                                             SCHEDULE 7.3(v) TO
                                                        PARTICIPATION AGREEMENT
                                                        -----------------------


                                    PERMITS


None.


                                        5
<PAGE>
                                                             SCHEDULE 7.3(w) TO
                                                        PARTICIPATION AGREEMENT
                                                        -----------------------

                                  SUBSIDIARIES


[See Schedules to $3,500,000,000 Loan Agreement.]


                                        6
<PAGE>
                                                             SCHEDULE 9.5(a) TO
                                                        -----------------------
                                                        PARTICIPATION AGREEMENT

                                  INDEBTEDNESS


[See Schedules to $3,500,000,000 Loan Agreement.]


                                        7
<PAGE>
                                                             SCHEDULE 9.5(b) TO
                                                        PARTICIPATION AGREEMENT
                                                        -----------------------

                                      LIENS


[See Schedules to $3,500,000,000 Loan Agreement.]


                                        8
<PAGE>
                                                             SCHEDULE 9.5(e) TO
                                                        PARTICIPATION AGREEMENT
                                                        -----------------------

                                   INVESTMENTS


[See Schedules to $3,500,000,000 Loan Agreement.]


                                        9
<PAGE>
                                                         PARTICIPATION AGREEMENT


                                                                    EXHIBIT A TO
                                                         PARTICIPATION AGREEMENT
                                                         -----------------------


             FORM OF ASSIGNMENT OF LEASES AND CONSENT TO ASSIGNMENT
             ------------------------------------------------------
<PAGE>



                          ASSIGNMENT OF LEASE AND RENTS

                                      from

                          FMS TRUST 1997-1, as Assignor

                                       to

                       BANKERS TRUST COMPANY, as Assignee


                                 March __, 1998


                   This Instrument should be recorded and then
                                  returned to:

                    Skadden, Arps, Slate, Meagher & Flom LLP
                             300 South Grand Avenue
                          Los Angeles, California 90071

                           ATTN: John E. Mendez, Esq.
<PAGE>
                         ASSIGNMENT OF LEASES AND RENTS
                         ------------------------------


          THIS ASSIGNMENT OF LEASES AND RENTS dated as of March __, 1998 (this
"Assignment"), made by FMS TRUST 1997-1, a Delaware business trust (the
"Assignor"), to BANKERS TRUST COMPANY, a New York banking corporation, in its
capacity as administrative agent and collateral agent (in such capacity, the
"Assignee"), under the Credit Agreement dated as of March __, 1998 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among the Assignor, the Assignee and the financial institutions from time to
time parties thereto (the "Lenders").


                              Preliminary Statement
                              ---------------------


          A. On March __, 1998, the Assignor and Fred Meyer, Inc. (the "Lessee")
entered into a Lease whereby the Assignor agreed to lease certain Properties to
the Lessee. Pursuant to the Lease, on the date that each Property is acquired by
the Assignor, the Assignor and the Lessee shall execute and deliver a Lease
Supplement to subject such Property to the Lease. On the date hereof, the
Assignor and the Lessee have executed a Lease Supplement for the lease of the
Properties (as defined below) by the Assignor to the Lessee.

          B. Pursuant to the Credit Agreement, the Lenders have severally agreed
to make Loans to the Assignor in an aggregate amount not to exceed the aggregate
Commitments of the Lenders upon the terms and subject to the conditions set
forth therein, to be evidenced by the Notes issued by the Assignor under the
Credit Agreement.

          C. It is a condition, among others, to the obligation of the Lenders
to make their respective Loans to the Assignor under the Credit Agreement that
the Assignor shall have executed and delivered, and the Lessee shall have
consented to, this Assignment to the Assignee for the ratable benefit of the
Lenders.
<PAGE>
                                                  ASSIGNMENT OF LEASES AND RENTS

          D. In order to further secure payment of the all amounts advanced
under the Credit Agreement and the Notes, the Assignor has agreed to execute and
deliver this Assignment.

          NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:

          1. Defined Terms. Capitalized terms used but not otherwise defined in
this Assignment shall have the respective meanings specified in Annex A to the
Participation Agreement dated as of the date hereof among the Lessee, the Owner
Trustee, the Lessor, the Investors, the Administrative Agent, the Syndication
Agent and the Lenders named therein, as such Participation Agreement may be
amended, supplemented or otherwise modified from time to time. The rules of
usage set forth in Annex A to the Participation Agreement shall apply to this
Assignment.

          2. Assignment. The Assignor hereby irrevocably assigns, transfers,
sets over and conveys to the Assignee, all the following-described property
relating to or arising in connection with the Properties (including, without
limitation, each Property described in a Supplement to this Assignment, as
delivered from time to time in the form attached hereto as Exhibit A), whether
now owned or held or hereafter acquired, exclusively and without any reservation
thereof unto the Assignor:

          (a) All of the estate, right, title, interest, benefits, powers and
     privileges of the Assignor, as lessor, under the Lease and all Lease
     Supplements (hereinafter referred to collectively as the "Assigned Lease")
     including, without limitation, (i) the immediate and continuing right to
     make claim for, receive, collect and receipt for all rents, income,
     revenues, issues, profits, insurance proceeds, condemnation awards, sales
     proceeds and other sums payable to or receivable by the Assignor under the
     Assigned Lease, or pursuant to any provisions thereof, whether as rent or
     as the purchase price or termination payment for any interest in the
     Properties or otherwise (including, without limitation, the Maximum
     Residual Guarantee Amount, the Purchase Option Price, Termination Value,
     Basic Rent, Supplemental Rent, Investor Yield and any sales proceeds
     payable to the Assignor pursuant to the Assigned Lease) (collectively, the
     "Lease Rents"), 


                                        2
<PAGE>
                                                  ASSIGNMENT OF LEASES AND RENTS

     including all cash, securities or letters of credit delivered or deposited
     pursuant thereto to secure performance by the Lessee of its obligations
     thereunder, (ii) the right and power (which right and power are coupled
     with an interest) upon the purchase by the Lessee of the interest of the
     Assignor in the Properties in accordance with the Assigned Lease to execute
     and deliver as irrevocable agent and attorney-in-fact of the Assignor an
     appropriate instrument necessary to convey the interest of the Assignor
     therein, or to pay over or assign to the Assignee those sums to which it is
     entitled if the Lessee becomes obligated to purchase the interest of the
     Assignor in the Properties and to perform all other necessary or
     appropriate acts as said agent and attorney-in-fact with respect to any
     such purchase and conveyance, (iii) the right to perform all other
     necessary or appropriate acts as said agent and attorney-in-fact with
     respect to any purchase or conveyance referred to in clause (ii) above,
     (iv) the right to declare the Lease and any Lease Supplement to be in
     default under Section 17.1 thereof, (v) the right to exercise remedies
     under or with respect to the Assigned Lease, (vi) the right to make all
     waivers and agreements on behalf of the Assignor under the Assigned Lease
     provided for or permitted under the Assigned Lease, (vii) the right to give
     all notices, consents, releases and other instruments provided under the
     Assigned Lease, (viii) the right to give all notices of default and to take
     all action upon the happening of a Lease Default or a Lease Event of
     Default, including the commencement, conduct and consummation of
     proceedings as shall be permitted under any provision of the Assigned
     Lease, or by law or in equity, (ix) the right to receive all notices sent
     to the Assignor under the Assigned Lease, (x) the Assignor's interest under
     the Assigned Lease in the Lessee's tangible and intangible property used or
     arising in connection with the Properties, including, but not limited to,
     permits, licenses, contract rights and prepaid expenses, and (xi) the right
     to do any and all other things whatsoever which the Assignor is or any
     lessor is, or may be entitled to do under the Assigned Lease; provided,
     that the Assignor shall retain, and the Lease Rents shall not include, the
     Excepted Payments and the Lessor shall retain and the rights and powers
     assigned herein shall in no event include the Excepted Rights and shall be
     subject to the Shared Rights. The Assignor hereby agrees that any action
     taken by Assignee (or its designee) pursuant to this Assignment shall be
     exclusive, and no party relying on such action of the Assignee (or such
     designee) pursuant hereto shall be required to 

                                       3
<PAGE>
                                                  ASSIGNMENT OF LEASES AND RENTS

     obtain the concurrence or consent of the Assignor to such action or to a
     request for such action.

          (b) All of the estate, right, title, interest, benefits, powers and
     privileges of the Assignor, to and under all other leases, subleases or
     licenses of the Properties, any license, concession, management or other
     agreements of a similar kind that permits the use or occupancy of the
     Properties or any part thereof for any purpose in return for any payment,
     now or hereafter entered into by the Assignor (collectively, the "Other
     Leases" and, together with the Assigned Lease, the "Leases"), together with
     all estate, rights, title, interest, benefits, powers and privileges of the
     Assignor, as lessor, under the Other Leases including the immediate and
     continuing right to make claim for, receive, collect and receipt for all
     charges, fees, income, issues, profits, receipts, rents, revenues or
     royalties payable under any of the Other Leases (collectively, the "Other
     Lease Rents") and all estate, right, title and interest of the Assignor
     thereunder, including all cash, securities or letters of credit delivered
     or deposited thereunder to secure performance by the Lessee under Other
     Leases of its obligations thereunder; provided, that the Assignor shall
     retain, and the Lease Rents shall not include, the Excepted Payments and
     the Lessor shall retain and the rights and powers assigned herein shall in
     no event include the Excepted Rights and shall be subject to the Shared
     Rights.

          (c) All of the estate, right, title, interest, benefits, powers and
     privileges of the Assignor, to and under all agreements or contracts for
     the sale or other disposition of all or any part of the Properties, now or
     hereafter entered into by the Assignor (collectively, the "Contracts"),
     together with all estate, rights, title, interest, benefits, powers and
     privileges of the Assignor under the Contracts including, without
     limitation, the immediate and continuing right to make claim for, receive,
     collect and receipt for all charges, fees, income, issues, profits,
     receipts, rents, revenues or royalties payable under any of the Contracts
     (collectively, the "Contract Rents" and, together with the Lease Rents and
     the Other Lease Rents, the "Rents") and all right, title and interest of
     the Assignor thereunder, including all cash, securities or letters of
     credit deposited thereunder to secure performance by the obligors of their
     obligations thereunder; provided, that the Assignor shall retain, and the
     Lease Rents 

                                       4
<PAGE>
                                                  ASSIGNMENT OF LEASES AND RENTS

     shall not include, the Excepted Payments and the Lessor shall retain
     and the rights and powers assigned herein shall in no event include the
     Excepted Rights and shall be subject to the Shared Rights.

          (d) All of the right, title and interest of the Assignor in and to all
     claims and rights to the payment of money at any time arising in connection
     with any repudiation, rejection or breach of the Assigned Lease by the
     Lessee or a trustee or receiver of the Lessee (or any Other Lease by any
     lessee thereunder, trustee or receiver of any such lessee) under any
     insolvency statute, law or regulation, including all rights to recover
     damages arising out of such breach or rejection, all rights to charges
     payable by the Lessee or such trustee or receiver (or by such lessee,
     trustee or receiver) in respect of the Properties or any portions thereof
     following rejection, repudiation or disaffirmance of the Assigned Lease or
     following the entry of an order for relief under any insolvency statute,
     law or regulation in respect of the Lessee (or such lessee) and all rentals
     and other charges outstanding under the Assigned Lease (or Other Lease) as
     of the date of entry of such order for relief; provided, that the Assignor
     shall retain and the Lease Rents shall not include, the Excepted Payments
     and the Lessor shall retain and the rights and powers assigned herein shall
     in no event include, the Excepted Rights and shall be subject to the Shared
     Rights.

          3. Receipt of Rents. The Assignor hereby irrevocably designates the
Assignee (or its designee) to receive all payments of the Lease Rents, the Other
Lease Rents and the Contract Rents and any other sums payable to the Assignor
under the Assigned Lease, any Other Lease or any Contract. The Assignor agrees
to direct (and hereby directs) the Lessee, any other lessee and any contracting
parties to deliver to the Assignee (or its designee), at its address set forth
herein or at such other address or to such other Person as the Assignee shall
designate, all such payments and sums on account of the Rents, and no delivery
thereof by the Lessee, such other lessee or such contracting party shall be of
any force or effect unless made to the Assignee (or its designee), as herein
provided. The Rents shall for all purposes be considered the property of the
Assignee and not of the Assignor, whether before or after the occurrence of an
Event of Default.

                                       5
<PAGE>
                                                  ASSIGNMENT OF LEASES AND RENTS

          4. Receipt of Notices. The Assignor hereby designates the Assignee (or
its designee) to receive (in addition to, and not to the exclusion of, the
Assignor) duplicate originals or copies of all notices, undertakings, demands,
statements, documents, financial statements and other communications which the
Lessee, any other lessee or any contracting party is required or permitted to
give, make, deliver to or serve pursuant to the Assigned Lease, any Other Lease
or any Contract. The Assignor agrees to direct (and hereby directs) the Lessee
and such other lessee and contracting parties to deliver to the Assignee (or its
designee), at its address set forth herein or at such other address or to such
other Person as the Assignee shall designate, duplicate originals or copies of
all such notices, undertakings, demands, statements, documents, financial
statements and other communications, and no delivery thereof by the Lessee, such
other lessee or such contracting party shall be of any force or effect unless
made to the Assignor and also made to the Assignee (or its designee), as herein
provided. The Assignor further agrees that upon receipt by the Assignor of any
such notices, undertakings, demands, statements, documents, financial statements
and other communications, the Assignor shall promptly deliver copies thereof to
the Assignee unless the Assignor shall reasonably believe that the Assignee has
already received such copies.

          5. Irrevocability; Supplemental Instruments. The Assignor agrees that
this Assignment and the designation and direction to the Lessee set forth in
Sections 3 and 4 of this Assignment are irrevocable and that it will not take
any action as lessor under the Assigned Lease or otherwise which is inconsistent
with this Assignment and that any action, assignment, designation or direction
inconsistent herewith shall be void. The Assignor will from time to time execute
and deliver all instruments of further assurance and do such further acts as may
be necessary or proper to carry out more effectively the purpose of this
Assignment.

          6. Validity. The Assignor represents and warrants (on a continuing
basis) and covenants to the Assignee that (i) the Assignor has not assigned or
executed any assignment of, and will not assign or execute any assignment of its
interest in the Assigned Lease, of any Other Lease, of any Contract or of any
Rents or of any other subject matter of this Assignment to anyone other than the
Assignee and any assignment, designation or direction by the Assignor
inconsistent herewith shall be void, (ii) no Lease Event of Default has 

                                       6
<PAGE>
                                                  ASSIGNMENT OF LEASES AND RENTS

occurred and is continuing and (iii) the Assignor has not done any act or
executed any document that impairs the rights of the Assignee to the Assigned
Lease or the Lease Rents under this Assignment.

          7. The Assignor Remains Liable. While the assignment made hereby is
present, direct, absolute and continuing, it has been made for the purpose of
providing the Assignee with security for the performance of the Assignor's
obligations under the Credit Agreement and the Notes and the execution and
delivery hereof shall not impair or diminish in any way the obligations of the
Assignor under the Assigned Lease or impose any of such obligations on the
Assignee. This Assignment shall not operate to cause the Assignee (or its
designee) to be regarded as a mortgagee in possession. Neither the Assignee nor
its designee shall be responsible or liable for performing any of the
obligations of the Assignor under the Assigned Lease, any Other Lease or any
Contract, for any waste by the Lessee or others, for any dangerous or defective
conditions of the Properties, for negligence in the management, upkeep, repair
or control of the Properties or any other act or omission by any other Person.
Nothing contained herein shall operate or be construed to (i) obligate the
Assignee (or its designee) to assume the obligations of the Assignor under the
Assigned Lease, any Other Lease or any Contract, to perform any of the terms and
conditions contained in the Assigned Lease, any Other Lease or any Contract or
otherwise to impose any obligation upon the Assignee with respect to the
Assigned Lease, any Other Lease or any Contract or (ii) place upon the Assignee
(or its designee) any responsibility for the operation, control, care,
management or repair of any of the Properties or any part thereof. Subject at
all times to the terms and conditions of this Assignment, the Assignor will at
all times promptly and faithfully perform in all respects, or cause to be
performed in all respects, all of its covenants, conditions and agreements
contained in the Assigned Lease, any Other Lease or any Contract now or
hereafter existing on the part of the Assignor to be kept and performed.

          8. Amendments; Lessee's Consent. The Assignor will not enter into any
agreement subordinating, amending, extending or terminating the Assigned Lease
without the prior written consent thereto of the Assignee (the applicable
standard for the giving or withholding of any such consent remaining subject to
the terms of the Lease), and any such attempted subordination, amendment,
modification, extension or termination without such consent shall be void. If
the Assigned Lease, any Other Lease or any Contract shall be amended, it 

                                       7
<PAGE>
                                                  ASSIGNMENT OF LEASES AND RENTS

shall continue to be subject to the provisions hereof without the necessity of
any further act by any of the parties hereto. The Assignor and the Assignee
hereby consent to the provisions of Lessee's Consent attached to this Assignment
and agree to be bound thereby.

          9. Absolute Assignment. The Assignor has, subject to and in accordance
with the terms and conditions of this Assignment, assigned and transferred unto
the Assignee all of the Assignor's right, title and interest in and to Rents now
or hereafter arising from the Assigned Lease, any Other Lease or any Contract
heretofore or hereafter made or agreed to by the Assignor, it being intended to
establish an absolute transfer and assignment, subject to and in accordance with
the terms and conditions of this Assignment, of all such Rents, the Assigned
Lease, the Other Leases and the Contracts to the Assignee and not merely to
grant a security interest therein. Subject to the terms of the Assigned Lease,
the Assignee (or its designee) may in the Assignor's name and stead operate the
Properties and rent, lease or let all or any portion of the Properties to any
party or parties at such rental and upon such terms as the Assignee (or its
designee) shall, in its discretion, determine.

          10. Ongoing Right to Collect Rents; Receivers. If notwithstanding the
terms of this Assignment, a petition or order for sequestration of rents, or the
appointment of a receiver or some similar judicial action or order is deemed
required under applicable state law to allow the Assignee to continue to collect
the moneys described in paragraphs 2 (a), (b), (c) and (d) of this Assignment,
then it is agreed by the Assignor that any proof of claim or similar document
filed by the Assignee in connection with the breach or rejection of the Assigned
Lease by the Lessee thereunder or the trustee of any lessee under any federal or
state insolvency statute shall for the purpose of perfecting the Assignee's
rights conferred in said paragraph 2(d) be deemed to constitute action required
under such state law. Upon the occurrence and during the continuance of an Event
of Default, the Assignor hereby consents to the appointment of a receiver for
any or all of the Properties as a matter of right and without any requirement
for notice to the Assignor and without regard to the solvency of the Assignor or
to the collateral that may be available for the satisfaction of the Notes and
all other obligations under the Credit Agreement and the other Operative
Agreements.

                                       8
<PAGE>
                                                  ASSIGNMENT OF LEASES AND RENTS

          11. Amendment. This Assignment may not be amended or otherwise
modified except by a writing signed by the Assignor and the Assignee in
accordance with the terms of the Credit Agreement.

          12. Notices. All notices, demands, requests, consents, approvals and
other instruments under this Assignment shall be made in accordance with the
notice provisions of the Participation Agreement.

          13. Successors and Assigns. All covenants, agreements, representations
and warranties in this Assignment by the Assignor and the Assignee shall bind,
and shall inure to the benefit of and be enforceable by, their respective
successors and assigns.

          14. Severability. If any provision or provisions, or if any portion of
any provision or provisions, in this Assignment is found by a court of law of
competent jurisdiction to be in violation of any local, state or Federal
ordinance, statute, law, administrative or judicial decision, or public policy,
and if such court should declare such portion, provision or provisions to be
illegal, invalid, unlawful, void or unenforceable as written, then it is the
intent of the parties hereto that such portion, provision or provisions shall be
given force to the fullest possible extent that they are legal, valid and
enforceable, that the remainder of this Assignment shall be construed as if such
illegal, invalid, unlawful, void or unenforceable portion, provision or
provisions were not contained therein, and that the obligations of the Assignor
under the remainder of this Assignment shall continue in full force and effect.

          15. Governing Law. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS TO
MATTERS RELATING TO THE CREATION OF LIENS AND THE EXERCISE OF REMEDIES WITH
RESPECT THERETO, WHICH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE IN WHICH THE APPLICABLE PROPERTIES ARE LOCATED.

                                       9
<PAGE>
                                                  ASSIGNMENT OF LEASES AND RENTS

          16. Obligations Are Without Recourse. Anything to the contrary herein
notwithstanding, the Assignor's liability for any sums due hereunder shall be
limited in accordance with Section 9.14 of the Credit Agreement.

          17. Counterparts. This Assignment may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.

          18. Liens and Security Interests. The Lessor further intends and
agrees that, for the purpose of securing the payment of all the amounts owing to
the Lenders under the Operative Agreements, (i) this Assignment shall also be
deemed to be a security agreement and financing statement within the meaning of
Article 9 of the Uniform Commercial Code; (ii) the assignment provided for in
Section 2 shall be deemed to be a grant by the Lessor to the Administrative
Agent for the benefit of the Lenders. Lessor does hereby grant to the
Administrative Agent for the benefit of the Lenders, a security interest in all
of the right, title and interest of the Lessor in and to the items described in
Section 2 to the Adminis trative Agent for the benefit of the Lenders to secure
all Loans advanced by the Lenders, together with interest thereon, and all other
amounts payable under the Operative Agreements in connection therewith; (iii)
the possession by the Administrative Agent or any of its agents of notes and
such other items of property as constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be "possession by the secured
party" for purposes of perfecting the security interest pursuant to Section
9-305 of the Uniform Commercial Code; and (iv) notifications to Persons holding
such property, and acknowledgements, receipts or confirmations from financial
intermediaries, bankers or agents (as applicable) of the Lessor shall be deemed
to have been given for the purpose of perfecting such security interest under
any Legal Requirement. The Lessor, the Lessee and Holdings shall, to the extent
consistent with the Operative Agreements, take such actions and execute,
deliver, file and record such other documents, financing statements, mortgages
and deeds of trust as may be necessary to ensure that, if this Assignment was
deemed to create a security interest in the items described in Section 2 in
accordance with this Section, such security interest would be deemed to be a
perfected security interest and will be maintained as such throughout the Term.

                                       10
<PAGE>
                                                  ASSIGNMENT OF LEASES AND RENTS

          IN WITNESS WHEREOF, the Assignor and Assignee have caused this
Assignment to be duly executed as of the day and year first above written.

                              FMS TRUST 1997-1, as Assignor

                              By:  WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but solely
                                   as Owner Trustee

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


                                       S-1
<PAGE>
                                                  ASSIGNMENT OF LEASES AND RENTS


                              BANKERS TRUST COMPANY,
                              as Assignee


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


                                       S-2
<PAGE>
                                                                      EXHIBIT A
                                                                      ---------

                                   EXHIBIT A 1/
                         TO ASSIGNMENT OF LEASE AND RENT


                                    [FORM OF]
                              SUPPLEMENT NO. __ TO
                          ASSIGNMENT OF LEASE AND RENT
                                ([City], [State])

     THIS SUPPLEMENT NO. __ (this "Supplement") , dated as of ____________ 19__,
to the ASSIGNMENT OF LEASE AND RENT, dated as of March __, 1998 (the
"Assignment"), made by FMS TRUST 1997-1, a Delaware business trust, as Lessor
under the Lease dated as of March __, 1998 (as amended, modified, restated or
supplemented from time to time, the "Lease"), among Fred Meyer, Inc., a Delaware
corporation, and the Lessor, in favor of BANKERS TRUST COMPANY, as
Administrative Agent (in such capacity, the "Administrative Agent") for the
Lenders. Capitalized terms used herein but not otherwise defined have the
meanings specified in the Assignment.

     The parties hereto agree as follows:

     1. The Property. In accordance with the Assignment, the Lessor has executed
this Supplement to subject the Lease, as supplemented by the Lease Supplement
attached as Schedule 1 hereto, to the Assignment. The description of the
Property is attached hereto as Schedule 2.

     2. Integrated Assignment. Following the execution and delivery of this
Supplement, this Supplement, and all supplements previously delivered under the
Assignment, shall constitute a part of the Assignment, and the Lease, as
supplemented by the Lease Supplement attached as Schedule 1 hereto, is hereby
assigned to the Administrative Agent for the ratable benefit of the Lenders
pursuant to the provisions of Section 2 of the Assignment.

     3. Confirmation. Except as expressly supplemented hereby, the provisions of
the Assignment are and shall remain in full force and effect. Further, the
Lessor hereby reaffirms its obligations under the Assignment.

------------
1/ Note that the Supplement must be tailored to meet the requirements of the
laws of the state or states in which the Properties are located.


                                       A-1
<PAGE>
                                                  ASSIGNMENT OF LEASES AND RENTS


     IN WITNESS WHEREOF, the Lessor has caused this Supplement to be duly
executed as of the day and year first above written.


                                 FMS TRUST 1997-1

                                 WILMINGTON TRUST COMPANY, not in its
                                 individual capacity but solely as Owner Trustee

                                 By ____________________________________________
                                 Name:
Witness                          Title:
[                   ],
                                 as Lessor
--------------------------
print name:_______________


__________________________       By ____________________________________________
print name:_______________       Name:
                                 Title:



Acknowledged and accepted this
__ day of _______, 1998


                                       S-1
<PAGE>
                                                  ASSIGNMENT OF LEASES AND RENTS


BANKERS TRUST COMPANY

         Witness:


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

         print name:_______________

By _______________________________     
   Name:                               ________________________________________
   Title:                              print name: ____________________________


                                       S-2
<PAGE>
STATE OF __________    )
                       )  ss.:
COUNTY OF _________    )


     The foregoing Supplement No. ___ to the Assignment of Lease and Rent was
acknowl edged before me, the undersigned Notary Public, in the County of
__________, State of __________, this ____ day of __________, 199_, by
__________, as ____________ of [         ] a _________________, as Lessor.


[Notarial Seal)                                _____________________________
                                                       Notary Public




My commission expires: _______________


                                       S-3
<PAGE>
                                                                     Schedule 1


                               [Lease Supplement]



                                        1
<PAGE>
                                                                      Schedule 2


                            [Description of Property]



                                        2
<PAGE>
Consent of the Lessee to Supplement to Assignment of Lease and Rent

                    CONSENT AND ACKNOWLEDGMENT BY THE LESSEE
                    ----------------------------------------


     The undersigned hereby acknowledges receipt of a counterpart original of,
and consents to, the foregoing Supplement No. __ dated as of ____________ ___,
19__ to the Assignment of Lease and Rent.

     The foregoing is furnished for good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged by the undersigned, and the
undersigned understands and intends that the Administrative Agent and the
Lenders will rely on the foregoing and that the undersigned will be legally
bound by the foregoing. This Consent and Acknowledgment shall inure to the
benefit of the Administrative Agent, the Lenders and their respective successors
and assigns.

     IN WITNESS WHEREOF, the undersigned has executed and delivered this Consent
and Acknowledgment as of ____________ ___ 19__, pursuant to proper authority
duly granted.



                                     FRED MEYER, INC.



                                     By _______________________________________
                                        Name:
                                        Title:


                                       S-1
<PAGE>
                                LESSEE'S CONSENT
                                ----------------

          Fred Meyer, Inc., a Delaware corporation (the "Lessee") hereby
consents and agrees to all of the terms of the Assignment of Leases and Rents
dated as of March __, 1998 (the "Assignment") made by FMS TRUST 1997-1 (the
"Assignor") in favor of Bankers Trust Company, as administrative and collateral
agent (the "Assignee") and further agrees as follows:

          1. Definitions. Each capitalized term used herein and not otherwise
defined herein shall have the respective meanings ascribed thereto in the
Assignment, as such Assignment may be amended, supplemented or otherwise
modified from time to time.

          2. Acknowledgments, Confirmations and Agreements. The Lessee
acknowledges, confirms and agrees that: (a) the Lessee has the right, power and
authority to enter into this consent (this "Consent"); (b) the Lease is in full
force and effect and enforceable in accordance with its terms; (c) neither the
Lessee nor, to the Lessee's knowledge, the Assignor is in default in the
observance or performance of any condition or agreement to be observed or
performed by the Lessee or the Assignor, respectively, thereunder; (d) no Lease
Rents have been paid by the Lessee in advance except as provided in the Lease;
(e) no Rent has been waived, released, reduced, discounted or otherwise
discharged or compromised by the Assignor; and (f) the Lessee has not received
notice of any other assignment of the Lessor's interest in the Lease.

          3. Consent. (a) The Lessee, as lessee under the Lease, consents to the
Assignment and each of the terms thereof, and agrees to pay and deliver to the
Assignee (or its designee) all Lease Rents and other sums payable under the
Lease without any offset, deduction, defense, abatement, deferment, diminution
or counterclaim, and the Lessee will not assert any offset, deduction, defense
(other than the defense of payment to the Assignee (or its designee)),
abatement, deferment, diminution or counterclaim in any proceeding brought under
the Assignment or with respect to the transactions contemplated therein or
herein. The Lessee will not, for any reason whatsoever, seek to recover from the
Assignee (or its designee) any moneys paid to the Assignee (or its designee) by
virtue of the Assignment. The Lessee agrees (i) to deliver to the Assignee (or
its designee) and the Assignor, at their addresses set forth in the
Participation Agreement or at such other addresses as the Assignee or the
Assignor, as the case may be, may designate, duplicate original or copies of all
notices, undertakings, demands, statements, documents and other communications
which the Lessee is required or permitted to deliver pursuant to the Lease or
the Assignment; (ii) that, subject to the Excepted Rights, any notice delivered
or declaration made to the Lessee by the Assignee (or its designee) pursuant to
the Lease shall be effective as a notice given or declaration made to the Lessee
by the Assignor as lessor under the Lease; (iii) that the Assignee (and its
designee) shall not by reason of the Assignment be subject to any liability or
obligation under the Lease;


                                        1
<PAGE>
and (iv) that, subject to the Excepted Rights, any waiver, consent or approval
by the Assignor under the Lease shall not be valid unless approved in writing by
the Assignee (or its designee).

          (b) The Lessee shall cause the Lease Rents and other sums payable to
the Assignor under the Lease to be delivered to the Assignee (or its designee),
as agent under the Credit Agreement, as an absolute net sum (except for any
Excluded Taxes required to be withheld by applicable law), in such manner that
the Assignee (or its designee) shall have "collected funds" on the date and at
the time payments are due under the Lease.

          (c) The Lessee hereby agrees to remain obligated under the Lease and
this Consent in accordance with their respective terms, and to take no action to
terminate (except in accordance with the express terms of the Lease), annul,
rescind or avoid the Lease or this Consent or to abate, reduce, offset, suspend
or defer or make any counterclaim or raise any defense (other than the defense
of payment to the Assignee (or its designee)) with respect to the Lease Rents
payable thereunder or to cease paying such Lease Rents to the Assignee (or its
designee) as provided herein.

          (d) The Lessee hereby agrees that upon the occurrence of a Lease
Default or a Lease Event of Default, the Assignee (or its designee) shall have
the right to deliver a notice of default under the Lease, which shall be
effective for all purposes under the Lease as if sent by the Assignor.

          (e) The Lessee shall notify the Assignee (or its designee) at its
address specified in the Participation Agreement, or such other address as the
Assignee may designate, of any Lease Event of Default and agrees that no such
default shall entitle the Lessee to terminate, annul, rescind or avoid the Lease
or reduce or abate the Lease Rents or other sums payable thereunder.

          4. Amendment or Termination of the Lease or the Assignment; Assignee's
Designation. The Lessee agrees that it will not, unilaterally or by agreement,
subordinate, amend, supplement, modify, extend (except in accordance with the
express terms of the Lease), discharge, waive or terminate (except in accordance
with the express terms of the Lease) the Lease or this Consent or any provision
of any thereof without the Assignee's prior written consent (the applicable
standard for the giving or withholding of any such consent remaining subject to
the terms of the Lease), and that any attempted subordination, amendment,
supplement, modification, extension, discharge, waiver or termination without
such consent shall be null and void. In the event that the Lease shall be
amended or supplemented as herein permitted, the Lease, as so amended or
supplemented, shall continue to be subject to the provisions of the Assignment
and this Consent without the necessity of any


                                        2
<PAGE>
further act by any of the parties hereto. Nothing in this Section 4 shall be
construed as limiting or otherwise affecting in any way the Assignor's Excepted
Rights or Shared Rights.

          5. Continuing Obligations of the Assignor and the Lessee. Neither the
execution and delivery of the Assignment, nor any action or inaction on the part
of the Assignee shall impair or diminish any obligations of the Assignor or the
Lessee under the Lease, and shall not impose on the Assignee (or its designee)
any such obligations, nor shall it impose on the Assignee (or its designee) a
duty to produce Rents or cause the Assignee to be a mortgagee in possession for
any purpose.

          6. Severability. If any provision or provisions, or if any portion of
any provision or provisions, in this Consent is found by a court of law of
competent jurisdiction to be in violation of any local, state or Federal
ordinance, statute, law, administrative or judicial decision, or public policy,
and if such court should declare such portion, provision or provisions to be
illegal, invalid, unlawful, void or unenforceable as written, then it is the
intent of the Lessee that such portion, provision or provisions shall be given
force to the fullest possible extent that they are legal, valid and enforceable,
that the remainder of this Consent shall be construed as if such illegal,
invalid, unlawful, void or unenforceable portion, provision or provisions were
not contained herein, and that the obligations of the Lessee under the remainder
of this Consent shall continue in full force and effect.


                                        3
<PAGE>
          IN WITNESS WHEREOF, the Lessee has caused this Consent to be duly
executed as of this __ day of March, 1998.


                                       FRED MEYER, INC.

                                       By: _____________________________________
                                           Name:
                                           Title:


                                       S-1
<PAGE>
                                                         PARTICIPATION AGREEMENT


                                                                  EXHIBIT B-1 TO
                                                         PARTICIPATION AGREEMENT
                                                         -----------------------


                         FORM OF MORTGAGE (FEE SIMPLE)
                         -----------------------------
<PAGE>
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
SKADDEN, ARPS, SLATE, MEAGHER
  & FLOM LLP
300 South Grand Avenue
Los Angeles, California 90071
Attention:  John E. Mendez, Esq.




                                                  Space above for Recorder's use
                                                  ___________ County,

                            DEED OF TRUST, ASSIGNMENT
                          OF LEASES AND RENTS, SECURITY
                          AGREEMENT AND FIXTURE FILING
                          ----------------------------

          This DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT
AND FIXTURE FILING, is made as of March 11, 1998 (the "Deed of Trust"), by
WILMINGTON TRUST COMPANY, a Delaware corporation, not in its individual
capacity, but solely as Owner Trustee under the FMS TRUST 1997-1, a Delaware
business trust, as trustor ("Trustor"), having its principal address at
Wilmington Trust Compa ny, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890 Attention: Corporate Trust Administration, FIRST
AMERICAN TITLE INSURANCE COMPANY, as trustee ("Trustee"), in trust and with
power of sale, for the benefit of BANKERS TRUST COMPANY, having its principal
address at 130 Liberty Street, New York, New York, 10006, Attention: Deal
Administrator, as Administrative Agent and secured party ("Secured Party") for
the benefit of the Lenders under, and any other lenders from time to time party
to, the Credit Agreement hereinafter referred to (such Lenders and the Secured
Party and other lenders, if any, are hereinafter called the "Creditors").
Capitalized terms used but not other wise defined herein shall have the meanings
provided for such terms in that certain Credit Agreement, dated as of march 11,
1997, among Trustor, as the Borrower, the Lenders named therein, Secured Party,
as Administrative Agent and The Chase Manhattan Bank, as Syndica tion Agent (as
amended, modified or supplemented from time to time, the "Credit Agree ment").

                              W I T N E S S E T H :
                              - - - - - - - - - -

          THIS DEED OF TRUST is executed, acknowledged and delivered by Trustor
to secure and enforce the following obligations (herein called the
"Obligations"):

          (A) the payment and/or performance when due of (i) principal of and
     interest on the Notes issued, and Loans made, under the Credit Agreement,
     (ii) the Commit ment Fees and (iii) all other obligations and indebtedness
     (including, without limitation,
<PAGE>
     indemnities, fees and interest thereon) of the Trustor to the Creditors now
     existing or hereafter incurred under, arising out of, or in connection with
     the Credit Agreement and the other Operative Agreements and the due
     performance and compliance by the Trustor with all of the terms, conditions
     and agreements contained in the Credit Agree ment and the other Operative
     Agreements (all such principal, interest, obligations and liabilities being
     herein collectively called the "Credit Agreement Obligations");

          (B) the payment when due of any and all sums advanced by the Secured
     Party in order to preserve the Property or preserve its security interest
     in the Property;

          (C) in the event of any proceeding for the collection or enforcement
     of any indebtedness, obligations, or liabilities of the Trustor referred to
     in clause (A), after an Event of Default shall have occurred and be
     continuing, reimbursement of the reason able expenses of foreclosing,
     holding, preparing for sale or lease, selling or otherwise disposing of or
     realizing on the Property (as defined below), or of any exercise by the
     Secured Party or any Creditor of its rights hereunder, together with
     reasonable attorneys' fees and court costs;

          (D) all renewals, extensions, amendments and (v) all amounts paid by
     any Creditor as to which such Creditor has the right to reimbursement under
     this Deed of Trust; and

          (E) all renewals, extensions, amendments and changes of, or
     substitutions or replacements for, all or any part of the items described
     above;

          NOW, THEREFORE, with reference to the foregoing recitals, in reliance
thereon and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged:


                                GRANTING CLAUSES

                 TRUSTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
                     GRANTS, CONVEYS, ASSIGNS AND TRANSFERS:

          (A) To Trustee, IN TRUST, WITH POWER OF SALE AND RIGHT OF ENTRY AND
     POSSESSION, all of its present and future right, title and interest in and
     to that certain real property more particularly described in Exhibit A
     attached hereto and made a part hereof (the "Land"), together with all
     right, title and interest that Trustor now has or may hereafter acquire in:

          (1) all fixtures now or hereafter affixed to the Land, including any
     and all buildings, constructions and improvements now or hereafter erected
     upon the Land (the "Improvements", the Land and the Improvements being

                                        2
<PAGE>
     hereinafter collectively called the "Premises"), together with all
     machinery, apparatus, equipment, fittings, fixtures, materials and supplies
     and all other property of every kind and nature whatsoever owned by
     Trustor, or in which Trustor has or shall have an interest, now or
     hereafter located, placed, attached, affixed or installed upon or in the
     Premises, or appurtenances thereto, and used or usable in connection with
     the present or future construction, operation or occupancy of the Premises
     (collectively, "Equipment"); all of the property de scribed in this
     subparagraph (1) whether now or hereafter placed thereon being hereby
     defined to be real property;

          (2) all deposits made with or other security given to utility compa
     nies by Trustor with respect to the Premises, and all advance payments of
     insurance premiums made by Trustor with respect thereto and all claims or
     demands relating to such deposits, other security and/or such insurance;

          (3) all leases, subleases and other agreements affecting the use or
     occupancy of the Premises or any portion thereof now or hereafter existing
     or entered into by Trustor (individually a "Lease", and collectively, the
     "Leases"), and all rents, additional rents, issues, profits, royalties,
     revenue, income, proceeds and other benefits presently or in the future
     derived therefrom or otherwise from the Premises (collectively, the
     "Rents"); subject, however, to the right, power and authority hereinafter
     conferred upon Secured Party or reserved to Trustor to collect or apply
     such rents, additional rents, issues, profits, royalties, revenue, income,
     proceeds and other benefits;

          (4) all operating, management, franchise and use agreements, licenses
     or contracts relating to the development, operation or use of the Premises
     or any portion thereof, together with all permits, authorizations or
     certificates required or used in connection with the ownership of, or the
     opera tion or maintenance of the Premises to the fullest extent Trustor can
     grant, convey, assign and transfer such agreements, licenses or contracts;

          (5) all easements, estates, rights, titles, interests, privileges,
     liber ties, tenements, hereditaments and appurtenances of any nature
     whatsoever, in any way belonging, relating or pertaining to the Premises or
     any portion thereof, including, without limitation, all minerals, oil, gas,
     other hydrocarbons and associated substances, sulphur, nitrogen, carbon
     dioxide, helium and other commercially valuable substances which may be in,
     under or produced from any part of the Premises, all development rights and
     credits, air rights, water, water rights and water stock, and any land
     lying in the streets, roads or avenues, open or proposed, in front of or
     adjoining the Premises;)

          (6) all estate, interest, right, title, claim or demand, including
     claims or demands with respect to the proceeds of and any unearned premiums
     on any


                                        3
<PAGE>
     insurance policies covering the Premises or the Equipment, which
     Trustor now has or may hereafter acquire to the extent granted to Secured
     Party in Section 1.9, and to the extent granted in Section 1.15 herein, any
     and all awards made for the taking by eminent domain or condemnation, or by
     any proceeding or purchase in lieu thereof, of the whole or any part of the
     Property, including without limitation, any awards resulting from a change
     of grade of streets or for severance damages;

          (7) all governmental permits relating to construction, all names under
     or by which the Premises may at any time be operated or known (registered
     or unregistered, and without representation or warranty) for use, however,
     solely in connection with the Premises to the fullest extent Trustor can
     grant, convey, assign and transfer the same; and all rights to carry on
     business under any such names or any variant thereof, and, all trademarks,
     names, patents pending and goodwill to the fullest extent Trustor can
     grant, convey, assign and transfer the same;

          (8) all estate, right, title, claim or demand whatsoever of Trustor,
     either in law or in equity, in possession, reversion, remainder or
     expectancy, in and to the Premises or any other property described in the
     other paragraphs of these Granting Clauses;

          (9) all proceeds and avails of the conversion, voluntarily or involun
     tarily, of any of the foregoing into cash or liquidated claims, including,
     but not limited to, condemnation awards (subject to provisions of Section
     1.15 herein) and proceeds of insurance (subject to the provisions of
     Section 1.9 herein), of any causes of action (whether arising in tort,
     contract, fraud or concealment of a material fact) for any damage or injury
     to any of the foregoing, or of any conveyance of the Premises or any part
     thereof; and

          (10) the right, in the name and on behalf of Trustor to appear in and
     defend any action or proceeding with respect to the Premises or any other
     property described in the other paragraphs of these Granting Clauses, and
     to commence any action or proceeding to protect the interests of Secured
     Party therein.

          All of the property conveyed or intended to be conveyed to Trustee in
Paragraph (A), and (1) through (11) above, is hereinafter referred to as the
"Real Property."

          (B) To Secured Party, as secured party, to the extent of Trustor's
interest therein, a security interest in any portion of the Real Property which
may be construed to be personal property and, to the extent of Trustor's right,
title and interest therein, in all other personal property of every kind and
description, whether now 


                                        4
<PAGE>
existing or hereafter acquired, now or at any time hereafter attached to,
erected upon, situated in or upon, forming a part of, appurtenant to, used or
useful in the construc tion or operation of or in connection with, or arising
from the use or enjoyment of all or any portion of, or from any lease or
agreement pertaining to, the Real Property, including Trustor's right, title and
interest in and to the following:

               (1) all water rights appurtenant to such Real Property together
          with all pumping plants, pipes, flumes and ditches, all rights to the
          use of water as well as all rights in ditches for irrigation of the
          Real Property, all water stock relating to the Real Property, shares
          of stock or other evidence of ownership of any part of the Real
          Property that is owned by Trustor in common with others, and all
          documents of membership in any owners' or members' association or
          similar group having responsibility for managing or operating any part
          of the Real Property;

               (2) all plans and specifications prepared for construction of the
          Improvements and all studies, data and drawings related thereto; and
          also all contracts and agreements of Trustor relating to the aforesaid
          plans and specifi cations or to the aforesaid studies, data and
          drawings, or to the construction of the Improvements;

               (3) all equipment, machinery, fixtures, goods, accounts, general
          intangibles, documents, instruments and chattel paper, and all other
          personal property of every kind and description;

               (4) all substitutions and replacements of, and accessions and
          addi tions to, any of the foregoing;

               (5) all sales agreements, deposit receipts, escrow agreements and
          other ancillary documents and agreements entered into with respect to
          the sale to any purchasers of any part of the Real Property or any
          buildings or structures on the Real Property, together with all
          deposits and other proceeds of the sale thereof; and

               (6) all proceeds of any of the foregoing, including, without
          limita tion, proceeds of any voluntary or involuntary disposition or
          claim respecting any part thereof (pursuant to judgment, condemnation
          award or otherwise) and all goods, documents, general intangibles,
          chattel paper and accounts, wherever located, acquired with cash
          proceeds of any of the foregoing or proceeds thereof.

               All of the property conveyed or intended to be conveyed to
     Secured Party in Paragraph (B), and (1) through (6) above, is hereinafter
     referred to as the "Personal Property."


                                        5
<PAGE>
               All of the Real Property and the Personal Property is referred to
     herein collectively as the "Property."

               AND TRUSTOR COVENANTS AND AGREES WITH SECURED PARTY AS FOLLOWS:

                                   ARTICLE 1.
                     REPRESENTATIONS, WARRANTIES, COVENANTS
                          AND AGREEMENTS OF THE TRUSTOR

               1.1 Title to the Property. Trustor represents and warrants that
     it holds good, marketable and insurable fee title to the Property, free and
     clear of any Liens and encumbrances (except for Permitted Encumbrances);
     (ii) that this Deed of Trust is a valid first Lien upon the Property, and
     that it has not created any other Lien or encumbrance upon the Property
     which will remain undischarged after recording of this Deed of Trust
     (except Permitted Encumbrances); (iii) that Trustor has full power and
     lawful authority to encumber the Property in the manner set forth herein;
     and (iv) that there are no defenses or offsets to this Deed of Trust or to
     the Obligations which it secures. Trustor shall not, directly or
     indirectly, create or suffer to be created any Lien upon any portion of the
     Property (except for Permitted Encumbrances). Trustor shall, subject to
     Permitted Encumbrances, preserve such title and the validity and priority
     of the Lien hereof and shall forever warrant and defend the same to Secured
     Party against the claims of all Persons and parties whatsoever.

               1.2 Deed of Trust Authorized. The execution and delivery of this
     Deed of Trust has been duly authorized by Trustor, and there is no
     provision in the charter or bylaws of Trustor requiring further consent for
     such action by any other Person. Trustor is duly organized and validly
     existing under the laws of the State of Delaware, and has all necessary
     material licenses, authorizations, registrations, permits and/or approvals
     and full power and authority to own its properties and carry on its
     business as presently conducted, and the execution and delivery by it of,
     and perfor mance by it of its obligations under this Deed of Trust will not
     result in Trustor being in default under any provision of its charter or
     bylaws or of any other material agree ment to which Trustor is a party or
     which materially affects the Property or any material part thereof or any
     other property of Trustor.

               1.3 Operation of the Property. Trustor has, and with respect to
     the construction of any new buildings or structures upon the Premises
     during the term hereof will obtain, all necessary certificates, licenses,
     authorizations, registrations, permits and/or approvals necessary for the
     ownership, operation and management of the Property, including, without
     limitation, all required environmental permits, all of which, with respect
     to Improvements existing as of the date hereof, are, to the best of
     Trustor's knowledge, in full force and effect and not subject to any
     revocation, undis closed amendment, release, suspension, forfeiture or the
     like. The present and


                                        6
<PAGE>
     contemplated use and occupancy of the Property does not conflict with or
     violate any such material certificate, license, authorization,
     registration, permit or approval. Trustor will promptly deliver to Secured
     Party, at its reasonable request, true copies of all such material
     certificates, licenses, authorizations, registrations, permits and
     approvals.

               1.4 Agreements. Except as permitted hereunder and under the
     Credit Agreement, and except for any prior encumbrance which has been or
     will be dis charged upon recordation of this Deed of Trust, Trustor has not
     entered into any contract or other agreement providing for the transfer,
     conveyance or encumbrance of the Property or any part thereof or interest
     therein.

               1.5 Payment and Performance of Obligations. Trustor shall pay all
     of the Obligations when due and without offset or counterclaim. Trustor
     shall observe and comply in all material respects with all of the terms,
     provisions, conditions, covenants and agreements to be observed and
     performed by it under this Deed of Trust.

               1.6 Maintenance, Repair, Alterations, Etc. Trustor shall: (a)
     keep and maintain the Property in good condition and repair (subject to
     ordinary wear and tear); make or cause to be made, as and when necessary,
     all repairs, renewals and replacements, structural and nonstructural,
     exterior and interior, ordinary and extraor dinary, foreseen and
     unforeseen; (b) not construct any new Improvements or remove, demolish,
     change or alter any of the existing Improvements if such construction,
     removal, demolition, change or alteration would materially adversely affect
     Secured Party's Lien or security interest hereunder; (c) subject to
     Sections 1.9 and 1.15, promptly restore any Improvement which may be
     materially damaged or destroyed so that the same shall be at least equal to
     its value, condition, character, bulk, floor area and height immediately
     prior to the damage or destruction, and promptly pay when due all claims
     for labor performed and materials furnished therefor; (d) comply in all
     material respects with all laws, ordinances, regulations, covenants,
     conditions and restrictions now or hereafter affecting the Property or any
     part thereof or the use thereof or requiring any alterations or
     improvements; (e) not commit or permit any waste or deterioration (usual
     wear and tear excepted) of the Property; (f) keep and maintain the grounds,
     sidewalks, parking and landscape areas which are part of the Premises in
     good and neat order and repair; (g) comply in all material respects with
     the provisions of any Lease, easement or other agreement affecting all or
     any part of the Property; (h) not commit, suffer or permit any act to be
     done in or upon the Property in material violation of any law, ordinance,
     regulation, covenant, condition or restric tion now or hereafter affecting
     the Property or any parts thereof or the use thereof; and (i) not permit
     the Improvements or any part thereof to become deserted or unguarded.

               1.7 Required Insurance.


                                        7
<PAGE>
               Trustor shall at its expense, at all times, maintain and keep in
     full force and effect policies of insurance to the extent required by the
     terms of Section 5.3 of the Credit Agreement and the other Operative
     Agreements.

               1.8 Policy Provisions, Etc.

               (a) Each policy of insurance maintained by Trustor pursuant to
     Section 1.7 shall (1) provide for the benefit of the Creditors that 30
     days' prior written notice of suspension, cancellation, termination,
     modification, non-renewal or lapse or material change of coverage shall be
     given to the Secured Party; (2) name the Secured Party for the benefit of
     the Creditors as the loss payee (except for (i) instances where a landlord
     under a lease.has required that it be named a loss payee and (ii) errors
     and omissions insurance and other third party liability insurance); and (3)
     to the extent that neither the Secured Party nor the Creditors shall be
     liable for premiums or calls, name the Secured Party for the benefit of the
     Lenders as an additional insured.

               (b) Trustor shall pay as and when the same become due and payable
     the premiums for all insurance policies that Trustor is required to
     maintain hereunder, and all such policies shall be non-assessable. Trustor
     will deliver to Secured Party concurrently herewith certificates setting
     forth in reasonable detail the terms (including, without limitation, any
     applicable notice requirements) of all insurance policies that Trustor is
     required to maintain hereunder together with true and complete copies of
     such policies. Trustor shall also provide to Secured Party copies of such
     policies certified by the insurance companies issuing them promptly after
     Secured Party's request therefor; provided, however, that Secured Party may
     not request copies of such insurance policies more than once each calendar
     year unless an Event of Default has occurred and is continuing. Trustor
     will deliver to Secured Party, concurrently with each change in any such
     insurance policy relating to Trustor, a certificate with respect to such
     changed insurance policy certified by Trustor, in the same form and
     containing the same information as the certificates required to be
     delivered by Trustor pursuant to the first sentence of this subparagraph
     and with each renewal a certificate of Trustor certifying that all premiums
     then due thereon have been paid to the applicable insurers and that the
     same are in full force and effect.

               (c) Not later than thirty (30) days prior to the expiration,
     termination or cancellation of any insurance policy which Trustor is
     required to maintain hereun der, Trustor shall obtain a replacement policy
     or policies (or a binding commitment for such replacement policy or
     policies), which shall be effective no later than the date of the
     expiration, termination or cancellation of the previous policy, and shall
     deliver to Secured Party a certificate and a true and complete copy of such
     policy or policies which comply with the requirements of Sections 1.7 and
     1.8(a), or a copy of the binding commitment for such policy or policies.
     Trustor shall also provide to Secured Party originals of such policies or
     copies thereof certified by the insurance companies issuing them as soon as
     reasonably possible after Secured Party's request therefor.


                                        8
<PAGE>
               (d) Within thirty (30) days following the end of each policy
     period, and concurrently with the delivery of each replacement policy
     pursuant to Section 1.8(c), Trustor will deliver to Secured Party a report
     or reports by Trustor setting forth the particulars as to all insurance
     obtained by Trustor pursuant to Section 1.7 or Section 1.8 then in effect
     and stating that all premiums then due thereon have been paid to the
     applicable insurers, and that the same are in full force and effect.

               (e) From time to time, upon the occurrence of any material change
     in the use or operation of the Property, or in the availability of
     insurance required hereunder in the area in which the Property is located,
     Trustor will give Secured Party prompt notice of such change. Trustor will
     not take out separate or additional insur ance concurrent in form or
     contributing in the event of loss with that required to be maintained
     pursuant to this Deed of Trust unless such insurance complies with this
     Section 1.8.

               1.9 Insurance Proceeds.

               (a) Trustor shall give prompt written notice to Secured Party of
     the occurrence of any damage to or destruction of the Property in an amount
     exceeding $500,000 to repair or replace, whether or not covered by
     insurance.

               (b) In the event of any damage to or destruction of the Property
     or any part thereof, all proceeds of insurance shall be payable to Secured
     Party, and Trustor hereby authorizes and empowers Secured Party, at Secured
     Party's option and in Secured Party's sole discretion as attorney-in-fact
     for Trustor, to make proof of loss, adjust and compromise any claim in
     excess of $500,000 under any policy of insurance in effect with respect to
     the Property, appear in and prosecute any action arising from such
     insurance policies, collect and receive insurance proceeds and deduct
     therefrom Secured Party's expenses incurred in the collection of such
     proceeds.

               (c) In the event of any damage to or destruction of the Premises
     or any part thereof, Secured Party shall hold the balance of all insurance
     proceeds received (after deducting expenses) pursuant to Section 1.9(b)
     above, to be used to pay or reimburse Trustor in accordance with normal
     construction loan funding procedures for the costs of reconstructing of the
     Premises if the following conditions are satisfied within sixty (60) days
     from the date of the damage or destruction:

                    (i) Trustor satisfies Secured Party that after such
     reconstruc tion is completed, the value of the Premises, as determined by
     Secured Party in its sole discretion, will not be less than the appraised
     value of the same immediately prior to the damage or destruction;


                                        9
<PAGE>
                    (ii) in Secured Party's opinion, the amount of such proceeds
     is sufficient to pay all costs of such reconstruction or Trustor deposits
     additional funds with Secured Party sufficient to pay the additional costs;

                    (iii) Trustor has delivered to Secured Party (A) a
     construction contract for the work of reconstruction in form and content
     acceptable to Secured Party with a contractor reasonably acceptable to
     Secured Party, (B) a copy of each permit and approval required by law in
     connection with the reconstruction, and (C) a surety bond for or guaranty
     to Secured Party of payment for and completion of the reconstruction, in
     form and substance reasonably satisfactory to Secured Party, in an amount
     no less than the estimated costs of the reconstruction under the
     construction contract; and

                    (iv) no Default or Event of Default has occurred and is
     continuing hereunder, under the Credit Agreement or under any of the other
     Operative Agreements.

If the insurance proceeds are held by Secured Party to be used to pay or
reimburse Trustor for the cost of reconstruction of the Premises, the Premises
shall be promptly and diligently restored by Trustor to the equivalent of their
condition immediately prior to the casualty in accordance with plans and
specifications approved by Secured Party or to such other condition as Secured
Party may approve in writing, and disbursements of such proceeds shall be in
accordance with disbursement procedures acceptable to Secured Party.

               (d) Any insurance proceeds not required to reconstruct the
     Premises or to satisfy the conditions set forth in clauses (i) through (v)
     of Section 1.9(c) above shall be applied in the manner set forth in Section
     3.3 hereof as if the same were proceeds of sale; provided, however, that if
     after applying the insurance proceeds as set forth above Secured Party
     determines that the remaining security is inadequate to secure the
     remaining Obligations, Trustor shall, immediately upon demand from Secured
     Party, repay the principal of the Notes and Loans by an amount that will
     reduce the Obligations to a balance for which the Secured Party's Lien and
     security interest herein is adequate.

               (e) Provided that no Default or Event of Default has occurred
     (whether or not continuing), in the event that the damage to or destruction
     of the Property is an amount less than $500,000 to repair or replace,
     Trustor shall be entitled to receive all such proceeds and to apply such
     proceeds to the payment of the costs and expenses of repairing, restoring
     and operating the Property.

               (f) In the event of the foreclosure of this Deed of Trust
     pursuant to Section 4.1 or other transfer of the title to the Property in
     extinguishment, in whole or in part, of the Obligations secured hereby, all
     right, title and interest of Trustor in and to any insurance policy then in
     force or any proceeds thereof or any rights thereunder,


                                       10
<PAGE>
     shall pass to the purchaser or grantee at any foreclosure sale
     notwithstanding the amount of any bid at such foreclosure sale.

               1.10 Indemnification; Subrogation; Waivers.

               (a) The Trustor agrees to indemnify, reimburse and hold the
     Secured Party, and each of the other Creditors and their respective
     successors, assigns, employees, agents and servants (hereinafter in this
     Section 1.10 referred to individually as "Indemnitee" and collectively as
     "Indemnitees") harmless from any and all liabili ties, obligations, losses,
     damages, penalties, claims, actions, judgments, suits, costs, expenses or
     disbursements (including reasonable attorneys' fees and expenses) (for the
     purposes of this Section 1.10 the foregoing are collectively called
     "expenses") of whatsoever kind or nature which may be imposed on, asserted
     against or incurred by any of the Indemnitees in any way relating to or
     arising out of this Deed of Trust, any other Operative Agreement or the
     documents executed in connection herewith and therewith or in any other way
     connected with the administration of the transactions contemplated hereby
     and thereby or the enforcement of any of the terms of or the preservation
     of any rights under any thereof, or in any way relating to or arising out
     of the manufacture, ownership, ordering, purchase, delivery, control,
     acceptance, lease, financing, possession, operation, condition, sale,
     return or other disposition or use of the Property (including, without
     limitation, latent or other defects, whether or not discoverable), the
     violation of the laws of any country, state or other governmental body or
     unit, any tort (including, without limitation, claims arising or imposed
     under the doctrine of strict liability, or for or on account of injury to
     or the death of any Person (including any Indemnitee), or for property
     damage) or any contract claim; provided, however, that Trustor shall not be
     required to indemnify any Indemnitee for any expenses caused by the gross
     negligence or willful misconduct of such Indemnitee. Trustor agrees that
     upon written notice by any Indemnitee of any assertion that could give rise
     to an expense, Trustor shall assume full responsibility for the defense
     thereof.

               (b) Without limiting the application of Section 1.10(a), Trustor
     agrees to pay, indemnify and hold each Indemnitee harmless from and against
     any expenses which such Indemnitee may suffer, expend or incur in
     consequence of or growing out of any misrepresentation by Trustor in this
     Deed of Trust or any of the other Operative Agreements or in any statement
     or writing contemplated by or made or delivered pursuant to or in
     connection with this Deed of Trust or any of the other Operative
     Agreements.

               (c) If and to the extent that the obligations of Trustor under
     this Section 1.10 are unenforceable for any reason, Trustor hereby agrees
     to make the maximum contribution to the payment and satisfaction of such
     obligations (other than any such obligations caused by the gross negligence
     or willful misconduct of any Indemnitee) which is permissible under
     applicable law.


                                       11
<PAGE>
               (d) Any amounts paid by any Indemnitee as to which such Indemni
     tee has the right to reimbursement shall constitute Obligations secured
     under this Deed of Trust. The indemnity obligations of Trustor contained in
     this Section 1.10 shall continue in full force and effect notwithstanding
     the full payment of all Obligations and notwithstanding the discharge
     thereof.

               (e) Trustor waives any and all right to claim or recover against
     Indemnitees for loss or damage to Trustor, the Property, Trustor's property
     or the property of others under Trustor's control from any cause insured
     against or required to be insured against by the provisions of this Deed of
     Trust, except any such loss or damage caused by the gross negligence of
     willful misconduct of any such Indemnitee.

               (f) All sums payable by Trustor under this Deed of Trust shall be
     paid without counterclaim, setoff, or deduction and without abatement,
     suspension, deferment, diminution or reduction, and the obligations and
     liabilities of Trustor hereunder shall in no way be released, discharged or
     otherwise affected (except as expressly provided herein) by reason of: (i)
     any damage to or destruction of or any condemnation or similar taking of
     the Property or any part thereof; (ii) any restriction or prevention of or
     interference with any use of the Property or any part thereof; (iii) any
     title defect or encumbrance or any eviction from the Property or any part
     thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency,
     reorganization, composition, adjustment, dissolution, liquidation or other
     like proceeding relating to Secured Party, any of the Creditors or Trustor,
     or any action taken with respect to this Deed of Trust by any trustee or
     receiver of Secured Party, any of the Creditors or Trustor; (v) any claim
     which Trustor has or might have against Secured Party, or any of the
     Creditors; (vi) any default or failure on the part of Secured Party to
     perform or comply with any of the terms hereof; or (vii) any other
     occurrence whatsoever, whether similar or dissimilar to the foregoing,
     whether or not Trustor shall have notice or knowledge of any of the
     foregoing. Trustor waives to the extent permissible by law all rights now
     or hereafter conferred by statute or otherwise to any abatement, suspen
     sion, deferment, diminution or reduction of any of the Obligations.

               1.11 Impositions.

               (a) Trustor will pay when due all real property taxes and assess
     ments, general and special, and all other taxes and assessments of any kind
     or nature whatsoever, including, without limitation, public, governmental
     or nongovernmental levies, assessments or charges, such as assessments on
     appurtenant water stock, maintenance charges, owner association dues or
     charges and fees, levies or charges resulting from covenants, conditions
     and restrictions affecting the Property, which are assessed or imposed upon
     any of the Property, or arising in respect of the operation, occupancy, use
     or possession thereof (all of which taxes, assessments and other public,
     governmental or nongovernmental charges of like or different nature are
     hereinafter referred to as "Impositions"); provided, however, that if, by
     law, any such Imposition


                                       12
<PAGE>
     is payable, or may at the option of the payer be paid, in installments,
     Trustor may pay the same together with any accrued interest on the unpaid
     balance of such Imposition in installments as the same may become due.

               (b) If under the provisions of any law or ordinance now or
     hereafter in effect there shall be assessed or imposed: (i) a tax or
     assessment on the Property in lieu of or in addition to the Impositions
     payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license
     fee, tax or assessment imposed on Secured Party and measured by or based in
     whole or in part upon the amount of the outstanding Obliga tions, then all
     such taxes, assessments or fees shall be deemed to be included within the
     term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall
     pay and discharge or cause to be paid and discharged the same as herein
     provided or shall reimburse or otherwise compensate Secured Party for the
     payment thereof. In the event any such law or ordinance specifically
     provides that Trustor may not pay, reimburse or otherwise compensate
     Secured Party for the payment of such tax, assessment or fee, then, at the
     option of Secured Party, Secured Party may declare all of the Obligations
     to be due and payable within sixty (60) days and the failure of Trustor to
     pay the Obligations within such period shall be an Event of Default
     entitling Secured Party to exercise any of the remedies set forth in this
     Deed of Trust.

               (c) Subject to the provisions of subparagraph (d) hereof, Trustor
     covenants to furnish to Secured Party, within thirty (30) days after the
     date when any interest or penalty shall accrue for nonpayment of
     Impositions, official receipts of the appropriate taxing or other
     authority, or other proof reasonably satisfactory to Secured Party,
     evidencing the payment thereof.

               (d) If an Event of Default shall occur and be continuing, at the
     request of Secured Party, Trustor shall pay to Secured Party on the first
     Business Day of each month an amount equal to one-twelfth of the annual
     total of Impositions estimated by Secured Party to be assessed against the
     Property in order to pay the installment of Impositions next due on the
     Property. In such event, Trustor further agrees to cause all bills,
     statements or other documents relating to Impositions to be sent or mailed
     directly to Secured Party. Provided Trustor has deposited sufficient funds
     with Secured Party pursuant to this Section 1.11, Secured Party shall pay
     on or prior to the due date thereof, such amounts as may be due thereunder
     out of the funds so deposited. Notwithstanding the foregoing, nothing
     contained herein shall cause Secured Party to be deemed a trustee of said
     funds or obligate Secured Party to pay any amount in excess of the amount
     deposited pursuant to this Section 1.11. If at any time and for any reason
     the funds deposited with Secured Party are or will be insufficient to pay
     such amounts as may then be due, Secured Party shall notify Trustor and
     Trustor shall immediately deposit an amount equal to such deficiency with
     Secured Party. Should Trustor fail to deposit with Secured Party sums
     sufficient to fully pay such Impositions when due, Secured Party may, at
     Secured Party's election, but without any obligation to do so, advance any
     amounts required to make up the deficiency. Trustor


                                       13
<PAGE>
     shall, on demand, reimburse Secured Party for said amount. Should an Event
     of Default occur and be continuing hereunder, Secured Party may, at any
     time at Secured Party's option, apply any sums or amounts then held by it
     pursuant hereto (including, without limitation, any income earned thereon)
     to the payment or discharge of the Obligations in the manner set forth in
     Section 3.3 hereof as if the same were proceeds of sale. The receipt, use
     or application of any such sums paid by Trustor to Secured Party hereunder
     shall not be construed to affect the maturity of any of the Obligations or
     to otherwise affect any of the rights or powers of Secured Party hereunder
     or any of the obligations of Trustor hereunder.

               (e) Trustor will pay all taxes, charges, filing, registration and
     recording fees, excises and levies imposed in connection with the recording
     of this Deed of Trust or imposed upon Secured Party by reason of its
     ownership of this Deed of Trust or any mortgage supplemental hereto, and
     shall pay any and all Internal Revenue stamp taxes and other taxes required
     to be paid on any of the Obligations (other than taxes required to be paid
     by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the
     event Trustor fails to make any such payment within five (5) Business Days
     after written notice thereof from Secured Party, then Secured Party shall
     have the right, but shall not be obligated to, pay the amount due and
     Trustor shall, on demand, reimburse Secured Party for said amount.

               1.12 Utilities. Trustor will pay when due all utility charges
     which are incurred by Trustor for the benefit of the Property or which may
     become a charge or Lien against the Property for gas, electricity, steam,
     water or sewer services furnished to the Property and all other assessments
     or charges of a similar nature, whether public or private, affecting the
     Property whether or not such taxes, assessments or charges are Liens
     thereon.

               1.13 Actions Affecting Property. Trustor will appear in and
     contest any action or proceeding purporting to affect the security hereof
     or the rights or powers of Secured Party hereunder; and Trustor will pay
     all reasonable costs and expenses incurred by Trustor, including cost of
     evidence of title and reasonable attorneys' fees, in any such action or
     proceeding.

               1.14 Actions by Secured Party to Preserve Property. Should
     Trustor fail to pay or perform any of the Obligations, after expiration of
     any applicable notice and cure period, Secured Party may pay or perform the
     same in such manner and to such extent as it may deem necessary in its sole
     discretion. In connection therewith, without limiting its general powers,
     Secured Party shall have and is hereby given the right, but not the
     obligation: (a) to enter upon and take possession of the Premises; (b) to
     make additions, alterations, repairs and improvements to the Property which
     are reasonably necessary or proper to keep the Property in good condition
     and repair; (c) to appear and participate in any action or proceeding
     affecting or which may affect the security hereof or the rights or powers
     of Secured Party; (d) to pay, purchase, contest


                                       14
<PAGE>
     or compromise any encumbrance, claim, charge, Lien or debt which may affect
     the security of this Deed of Trust or be prior or superior hereto; and (e)
     in exercising such powers, to pay all necessary expenses, including the
     reasonable fees and expenses of counsel or other necessary or desirable
     consultants. Trustor shall, on demand therefor by Secured Party, pay or
     reimburse Secured Party for all reasonable costs and expenses incurred by
     Secured Party in connection with the exercise by Secured Party of the
     foregoing rights, including, without limitation, cost of evidence of title,
     court costs, appraisal costs, surveys and reasonable attorneys' fees. In
     the event this Deed of Trust is placed in the hands of an attorney for the
     collection of any sum secured hereby, Trustor agrees to pay on demand all
     reasonable costs of collection, including reason able attorneys' fees,
     incurred by Secured Party, either with or without the institution of any
     action or proceeding, and in addition to all costs, disbursements and
     allowances provided by law.

               1.15 Eminent Domain.

               (a) Should the Property or any part thereof or interest therein,
     be taken or damaged by reason of any public improvements or condemnation
     proceeding or in any other similar manner ("Condemnation"), or should
     Trustor receive any notice or other information thereof, Trustor shall give
     prompt written notice thereof to Secured Party.

               (b) If requested by Secured Party, Trustor shall file or
     otherwise defend its rights under the condemnation proceeding and prosecute
     the same with due diligence to its final disposition and shall cause any
     awards or settlements to be paid over to Secured Party for disposition
     pursuant to the terms of this Deed of Trust. Trustor may be the nominal
     party in such proceeding, but Secured Party shall be entitled to
     participate in and to control the same and to be represented therein by
     counsel of its choice, and Trustor will deliver or cause to be delivered to
     Secured Party such instruments as may be requested by it from time to time
     to permit such participa tion. If the Property or any part thereof is taken
     or diminished in value, or if the consent settlement is entered, by or
     under threat of such proceeding, the award or settlement payable to Trustor
     by virtue of its interest in the Property shall be and hereby is assigned,
     transferred and set over unto Secured Party to be held by it, in trust,
     subject to the Lien and security interest of this Deed of Trust. Any such
     award or settlement shall be first applied to reimburse Trustor and Secured
     Party for all costs and expenses, including, without limitation, reasonable
     attorneys' fees, incurred in connection with the collection of such award
     or settlement. The balance of such award or settlement shall be, at Secured
     Party's option:

                    (i) applied in the manner set forth in Section 3.3 hereof as
     if the same were proceeds of sale; or


                                       15
<PAGE>
                    (ii) held by Secured Party to be used in accordance with the
     provisions of Section 1.10(c) above to pay or reimburse Trustor for the
     costs of rebuilding, reconstruction or repair of the Premises if the
     conditions set forth in such section are satisfied within thirty (30) days
     from the date of such award or settlement;

     provided, however, that if after applying the award or settlement as set
     forth above Secured Party determines that the remaining security is
     inadequate to secure the remaining Obligations, Trustor shall, immediately
     upon demand from Secured Party, repay the principal of the Notes and Loans
     by an amount that will reduce the Obliga tions to a balance for which the
     Secured Party's Lien and security interest herein is adequate.

               1.16 Successors and Assigns. This Deed of Trust applies to,
     inures to the benefit of and binds the parties hereto and their respective
     successors and assigns. In the event the ownership of the Property becomes
     vested in a Person other than Trustor, Secured Party may, without notice to
     Trustor, deal with such successor or successors in interest with reference
     to this Deed of Trust and the Obligations in the same manner as with
     Trustor, and may alter the interest rate and/or alter or extend the terms
     of payment of any of the Obligations without notice to Trustor and such
     action shall not in any way affect the liability of Trustor here-under or
     the Lien or priority of this Deed of Trust with respect to any part of the
     Property covered hereby.

               1.17 Liens. Trustor will pay or procure the discharge of, at
     Trustor's cost and expense, all Liens (other than Permitted Lien) upon the
     Property or any part thereof or interest therein within ten (10) Business
     Days after Trustor learns of the filing thereof. If Trustor shall fail to
     discharge any such Lien within such ten (10) Business Day period, then, in
     addition to any other right or remedy of Secured Party, Secured Party may,
     but shall not be obligated to, discharge the same, either by paying the
     amount claimed to be due, or by procuring the discharge of such Lien by
     depositing in court a bond for the amount claimed or otherwise giving
     security for such claim, or in such manner as is or may be prescribed by
     law; and all funds advanced by Secured Party to pay such obligations,
     liabilities, costs and expenses (together with interest thereon at the
     Default Rate from the date of demand until paid) shall be reimbursed by
     Trustor upon demand by Secured Party; and all such advances with interest
     thereon as aforesaid shall be secured hereby.

               1.18 Secured Party's Powers. Without affecting the liability of
     any other Person liable for the payment of any obligation herein mentioned,
     and without affecting the Lien or charge of this Deed of Trust upon any
     portion of the Property not then or theretofore released as security for
     the Obligations, Secured Party may, from time to time and without notice,
     but subject to Section 9.1 of the Credit Agreement: (a) release any Person
     so liable; (b) extend the maturity or alter any of the terms of any such
     obligation; (c) grant other indulgences; (d) release or cause to be
     released at any time at Secured Party's option any parcel, portion or all
     of the Property; (e) take or


                                       16
<PAGE>
     release any other or additional security for any obligation herein
     mentioned; (f) while an Event of Default is continuing, make compositions
     or other arrangements with debtors or other mortgagors in relation to this
     Deed of Trust; (g) advance additional funds to protect the security hereof;
     (h) while an Event of Default is continuing, pay or discharge any or all of
     the Obligations; (i) consent in writing to the making of any map or plat
     thereof; (j) join in granting any easement thereon; or (k) join in any
     extension agreement or any agreement subordinating the Lien or charge
     hereof; and, in any case referred to in clauses (g) or (h), all amounts so
     advanced, with interest thereon at the Default Rate from the date of demand
     until paid, shall be secured hereby.

               1.19 Permitted Contests. Notwithstanding anything to the contrary
     contained in this Deed of Trust, Trustor at its expense may contest (after
     prior written notice to Secured Party), by appropriate legal,
     administrative or other proceedings conducted in good faith and with due
     diligence, the amount or validity or application, in whole or in part, of
     any Imposition or Lien therefor or any law, ordinance, regula tion,
     covenant, condition or restriction or the application of any instrument of
     record affecting the Property or any part thereof or any claims of
     mechanics, materialmen, suppliers or vendors and Lien therefor; provided
     that (a) in the case of any Impositions or Lien therefor or any claims of
     mechanics, materialmen, suppliers or vendors and Lien therefor, such
     proceedings shall suspend the collection thereof from Secured Party and the
     Property, (b) neither the Property nor any part thereof or interest therein
     will be sold, forfeited or lost if Trustor pays the amount or satisfies the
     condition being contested, and Trustor would have the opportunity to do so
     in the event of Trustor's failure to prevail in the contest, (c) Secured
     Party and the Creditors shall not, by virtue of such permitted contest, be
     in any danger of any criminal liability, or any civil liability, and
     neither the Property nor any interest therein would be subject to the
     imposition of any Lien which would have priority over the Lien of this Deed
     of Trust, and (d) Trustor shall have furnished to Secured Party a good and
     sufficient bond or surety as reasonably requested by and reasonably
     satisfactory to Secured Party if the failure to comply with such
     Imposition, law, ordinance, regulation, covenant, condition or restriction
     will result in a Lien or charge against the Property in excess of $500,000.

               1.20 Continued Occupancy. If at any time the then existing use or
     occupancy of any part of the Property shall, pursuant to any zoning or
     other law, ordinance or regulation, be permitted only so long as such use
     or occupancy shall continue, Trustor shall not cause or permit such use or
     occupancy to be discontinued without the prior written consent of Secured
     Party.

               1.21 Inspections. Subject to the provisions of any Lease or any
     applicable law, Trustor hereby authorizes Secured Party, its agents,
     representatives or workmen, to enter at any reasonable time during normal
     business hours after at least twenty-four (24) hours advance notice to
     Trustor (except that with respect to any emergency, Secured Party, its
     agents, representatives or workers may enter during such time of emergency)
     upon or in the Premises for the purpose of inspecting the


                                       17
<PAGE>
     same, and for the purpose of performing any of the acts which Secured Party
     is authorized to perform under the terms of this Deed of Trust.

               1.22 Actions by Trustee. At any time, or from time to time,
     without liability therefor and without notice, upon written request of
     Secured Party and presentation of this Deed of Trust, and without affecting
     the personal liability of any Person for payment of the Obligations secured
     hereby or the effect of this Deed of Trust upon the remainder of the
     Property, Trustee may (i) reconvey any part of the Property; (ii) consent
     in writing to the making of any map or plat thereof; (iii) join in granting
     any easement thereon; or (iv) join in any extension agreement or any agree
     ment subordinating the Lien or charge hereof.

               1.23 Hypothecation, Transfers. Trustor shall not, except as
     expressly permitted by the Credit Agreement, hypothecate, convey, sell,
     lease or otherwise dispose of (or agree to do any of the foregoing at any
     future time) all or any part of the Property.


                                   ARTICLE 2.
                               SECURITY AGREEMENT

               2.1 Creation of Security Interest. This Deed of Trust creates a
     Lien on the Property, and to the extent the Property is not real property
     under applicable law (such Property hereinafter referred to as the "Secured
     Property"), this Deed of Trust constitutes a security agreement under the
     Uniform Commercial Code and any other applicable law.

               The grant of a security interest to Secured Party in the granting
     clauses of this Deed of Trust shall not be construed to derogate from or
     impair the Lien or provisions of or the rights of Secured Party under this
     Deed of Trust with respect to any property described herein which is real
     property or which the parties have agreed to treat as real property. The
     hereby stated intention of Trustor and Secured Party is that everything
     used in connection with the production of income from such real property or
     adopted for use thereon is, and at all times and for all purposes and in
     all proceedings, both legal and equitable, shall be regarded as real
     property, irrespective of whether or not the same is physically attached to
     the land or the improvements thereon. If required by Secured Party, at any
     time during the term of this Deed of Trust, Trustor will execute and
     deliver to Secured Party, in form satisfactory to Secured Party, additional
     security agreements, financing statements and/or other instruments covering
     all Personal Property or fixtures of Trustor which may at any time be
     furnished, placed on, or annexed or made appurtenant to the Real Property
     or used, useful or held for use, in the operation of the Improvements.


                                       18
<PAGE>
               Trustor hereby irrevocably constitutes and appoints Secured Party
     the attorney-in-fact of Trustor, to execute, deliver and file with the
     appropriate filing officer or office such security agreements, financing
     statements and/or other instru ments as Secured Party may reasonably
     request or reasonably require in order to impose and perfect the Lien and
     security interest hereof more specifically on the Personal Property or any
     fixtures.

               If Trustor enters into a separate security agreement with Secured
     Party relating to any of the Personal Property or fixtures, the terms of
     such security agree ment shall govern the rights and remedies of Secured
     Party in the event of a default thereunder.

               It is understood and agreed that, in order to protect Secured
     Party from the effect of Uniform Commercial Code Section 9313, as amended
     from time to time, in the event that (i) Trustor intends to purchase any
     goods which may become fixtures attached to the Premises, or any part
     thereof, and (ii) such goods will be subject to a purchase money security
     interest held by a seller or any other party:

               (a) Except as provided in Section 7 of the Credit Agreement,
     Trustor shall, before executing any security agreement or other document
     evidencing such security interest, obtain the prior written approval of
     Secured Party, and all requests for such written approval shall be in
     writing and contain the following information:

                    (i) a description of the fixtures to be replaced, added to,
     installed or substituted;

                    (ii) the address at which the fixtures will be replaced,
     added to, installed or substituted: and

                    (iii) the name and address of the proposed holder and pro
     posed amount of the security interest.

     Trustor's execution of any such security agreement or other document
     evidencing such security interests in contravention of this subparagraph
     (a) shall be a material breach of Trustor's covenants under this Deed of
     Trust, and shall, at the option of Secured Party, entitle Secured Party to
     all rights and remedies provided for herein upon the occurrence and
     continuance of an Event of Default. No consent by Secured Party pursuant to
     this subparagraph shall be deemed to constitute an agreement to subordinate
     any right of Secured Party in fixtures or other property covered by this
     Deed of Trust.

               (b) If at any time Trustor fails to make any payment when due and
     payable on an obligation secured by a purchase money security interest in
     any fixture, Secured Party, at its option, may at any time pay the amount
     secured by such security


                                       19
<PAGE>
     interest and the amount so paid shall be payable on demand by Trustor to
     Secured Party.

               (c) Secured Party shall have the right to acquire by assignment
     from the holder of such security interest any and all contract rights,
     accounts receivable, negotiable or nonnegotiable instruments, or other
     evidence of Trustor's indebtedness for such Personal Property or fixtures,
     and, upon acquiring such interest by assign ment, shall have the right to
     enforce the security interest as assignee thereof, in accor dance with the
     terms and provisions of the Uniform Commercial Code then in effect, and in
     accordance with any other provisions of law.

               (d) Whether or not Secured Party has paid the indebtedness
     secured by or taken an assignment of such security interest, Trustor
     covenants to pay all sums when due and payable and perform all obligations
     secured thereby, and if Trustor at any time shall be in default under such
     security agreement after the exhaustion of all applicable notice and cure
     periods provided for herein, or such greater time as provided for in an
     applicable Operative Agreement, it shall be a material breach of Trustor's
     covenants under this Deed of Trust.

               2.2 Representations, Warranties and Covenants of Trustor. Trustor
     hereby represents, warrants and covenants as follows:

               (a) Trustor is, and as to all Secured Property acquired after the
     date hereof will be, the sole owner of the Secured Property, free from any
     Lien, security interest, encumbrance or claim thereon of any kind
     whatsoever (other than Permitted Liens). Trustor will notify Secured Party
     of, and will defend the Secured Property against, all claims and demands of
     all Persons at any time claiming the Secured Property or any interest
     therein other than such interests as are permitted herein.

               (b) Except as otherwise provided in clauses (a) or (d) of this
     Section 2.2, or in the Credit Agreement, or in connection with conveyance
     of the Property, or a portion thereof permitted elsewhere in this Deed of
     Trust, Trustor will not assign, pledge, encumber, lease, sell, convey or in
     any manner transfer any item of the Secured Property, without the prior
     written consent of Secured Party.

               (c) The Secured Property is not used or bought for personal,
     family or household purposes.

               (d) Except as otherwise provided in clauses (a) or (b) of this
     Section 2.2, the Secured Property will be kept on or at the Premises or at
     such other location as Secured Party may approve, and Trustor will not
     remove any portion or item of Secured Property affixed or attached to the
     Premises without the prior written consent of Secured Party which consent
     shall not be unreasonably withheld, except such portions or items of
     Secured Property which are consumed or worn out in ordinary


                                       20
<PAGE>
     usage or removed in the ordinary course of business and promptly replaced
     by Trustor with new items of equal or greater quality or utility.

               (e) Trustor maintains its principal place of business at
     Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
     Wilmington, Delaware 19890. Trustor will immediately notify Secured Party
     in writing of any change in its principal place of business.

               (f) Trustor shall cause all financing and continuation statements
     and other instruments with respect to the Secured Property at all times to
     be kept recorded, filed or registered in such manner and in such places as
     may be required by law to fully evidence, perfect and secure the interests
     of Secured Party in the Secured Property, and shall pay all filing fees in
     connection therewith. At the request of Secured Party, Trustor will join
     Secured Party in executing one or more financing statements with respect to
     the Secured Property, and renewals, continuation statements and amendments
     thereof, pursuant to the Uniform Commercial Code in customary form, and
     will pay the cost of filing the same in all public offices wherever filing
     is necessary to the effectiveness thereof. Without limiting the foregoing,
     Trustor hereby irrevocably appoints Secured Party its attorney-in-fact to
     execute, deliver and file such instruments for or on behalf of Trustor upon
     Trustor's failure to do so within a reasonable time after demand, and
     Trustor will pay the cost of any such filing.

               2.3 Survival of Security Agreement. Notwithstanding any release
     of any or all of the property included in the Property which is deemed
     "real property", any proceedings to foreclose this Deed of Trust or its
     satisfaction of record, the terms hereof shall survive as a security
     agreement with respect to the security interest created hereby and referred
     to above until the repayment or satisfaction in full of the Obliga tions.


                                   ARTICLE 3.
                         EVENTS OF DEFAULT AND REMEDIES

               3.1 Events of Default.

               (a) The occurrence of any of the following events shall be deemed
     an Event of Default hereunder (an "Event of Default"):

                    (i) the occurrence of an Event of Default under the Credit
     Agreement or other Operative Agreement after the expiration of any
     applicable cure period;

                    (ii) the occurrence of an Event of Default under the Lease;
     or


                                       21
<PAGE>
                    (iii) a default in the performance of any other covenant
     herein and not in the Credit Agreement.

               (b) Upon the occurrence of an Event of Default, Secured Party may
     in accordance with Section 6 of the Credit Agreement declare all sums
     secured hereby immediately due and payable, commence an action to foreclose
     this Deed of Trust as a mortgage, and/or deliver to Trustee a written
     declaration of default and demand for sale and of written notice of default
     and of election to cause to be sold the Property, which notice Trustee
     shall cause to be duly filed for record in case of foreclosure by exercise
     of the power of sale herein. Should Secured Party elect to foreclose by
     exercise of the power of sale herein, Secured Party shall also deposit with
     Trustee this Deed of Trust and such receipts and evidence of expenditures
     made and secured hereby as Trustee may require, and notice of sale having
     been given as then required by law and after lapse of such time as may then
     be required by law after recordation of such notice of default, Trustee,
     without demand on Trustor, shall sell the Property at the time and place of
     sale fixed by it in such notice of sale as Secured Party may direct, either
     as a whole or in separate parcels, as Secured Party may determine, at
     public auction to the highest bidder for cash (or by credit bid) in lawful
     money of the United States, payable at time of sale. Secured Party shall
     have the right to direct the order in which separate parcels shall be sold
     and Trustor shall have no right to direct the order in which separate
     parcels are sold. Trustee may postpone sale of all or any portion of the
     Property by public announcement at such time and place of sale, and from
     time to time thereafter may postpone such sale by public announcement at
     the time fixed by the preceding postponement. Trustee shall deliver to such
     purchaser its deed conveying the Property, or any portion thereof, so sold
     but without any covenant or warranty, express or implied. The recitals in
     such deed of any matters or facts shall be conclusive proof of the
     truthfulness thereof. Any Person, including Trustor, Trustee or Secured
     Party, may purchase at such sale by credit bid or otherwise.

               Secured Party may proceed as to the Personal Property in
     accordance with Secured Party's rights and remedies with respect to the
     Property or sell the Personal Property separately and without regard to the
     remainder of the Property in accordance with Secured Party's rights and
     remedies provided by the Uniform Com mercial Code as well as other rights
     and remedies available at law or in equity.

               Trustor waives all rights, legal and equitable, it may now or
     hereafter have to require marshalling of assets or to require upon
     foreclosure sales of assets in a particular order. Each successor and
     assign of Trustor, including without limitation, a holder of a Lien
     subordinate to the Lien-created hereby (without implying that Trustor has,
     except as expressly provided herein, a right to grant an interest in, or a
     subordi nate Lien on, the Property), by acceptance of its interest or Lien
     agrees that it shall be bound by the above waiver, as if it gave the waiver
     itself.


                                       22
<PAGE>
               3.2 Discontinuance of Proceedings. Secured Party, from time to
     time before the Trustee's sale pursuant to Section 3.1, may rescind any
     notice of breach or default and of election to cause to be sold the
     Property by executing and delivering to Trustee a written notice of such
     rescission, which notice, when recorded, shall also constitute a
     cancellation of any prior declaration of default and demand for sale. The
     exercise by Secured Party of such right of rescission shall not constitute
     a waiver of any breach or default then existing or subsequently occurring
     or impair the right of Secured Party to execute and deliver to Trustee, as
     above provided, other declarations of default and demand for sale, and
     notices of breach or default, and of election to cause to be sold the
     Property to satisfy the obligations hereof, nor otherwise affect any
     provision, covenant or condition of this Deed of Trust or any of the
     rights, obligations or remedies of the parties thereunder or hereunder.

               3.3 Application of Proceeds of Sale.

               (a) Upon a sale of all or part of the Property pursuant to
     Section 3.1, after deducting all reasonable costs, fees and expenses of
     Trustee and of this Deed of Trust, including reasonable attorneys' fees,
     expenses and costs of investigation, all as actually incurred and
     including, without limitation, reasonable attorneys' fees, costs and
     expenses of investigation incurred in appellate proceedings or in any
     action or participation in, or in connection with, any case or proceeding
     under Chapters 7, 11 or 13 of the Bankruptcy Code or any successor thereto,
     Trustee shall deliver the proceeds of sale to Secured Party for
     application, as follows:

                    (i) First, to (A) any and all sums advanced by the Secured
     Party to preserve the Property or preserve its Lien and security interest
     therein, and (B) in the event of any proceeding for the collection or
     enforcement of any of the Obliga tions, after an Event of Default shall
     have occurred and be continuing, the expenses of retaking, holding,
     operating, managing, preparing for sale or lease, selling or other wise
     disposing of or realizing on the Property, or of any exercise by the
     Secured Party of its rights hereunder, together with reasonable attorneys'
     fees and court costs;

                    (ii) Second, to the extent proceeds remain after the
     application pursuant to the preceding clause (i), an amount equal to the
     outstanding Primary Obligations shall be paid to the Creditors, with each
     Creditor receiving an amount equal to such outstanding Primary Obligations
     or, if the proceeds are insufficient to pay in full all such Primary
     Obligations, its Pro Rata Share of the amount remaining to be distributed;

                    (iii) Third, to the extent proceeds remain after the
     application pursuant to the preceding clauses (i) and (ii), an amount equal
     to the outstanding Secondary Obligations shall be paid to the Creditors,
     with each Creditor receiving an amount equal to its outstanding Secondary
     Obligations or, if the proceeds are insuffi-


                                       23
<PAGE>
     cient to pay in full all such Secondary Obligations, its Pro Rata Share of
     the amount remaining to be distributed; and

                    (iv) Fourth, to the extent proceeds remain after the
     application pursuant to the preceding clauses (i) through (iii), inclusive,
     and following the recon veyance of this Deed of Trust, to the Trustor or to
     whomever may be lawfully entitled to receive such surplus.

               (b) For purposes of this Deed of Trust (i) "Pro Rata Share" shall
     mean, when calculating a Creditor's portion of any distribution or amount,
     that amount (expressed as a percentage) equal to a fraction the numerator
     of which is the then unpaid amount of such Creditor's Primary Obligations
     or Secondary Obligations, as the case may be, and the denominator of which
     is the then outstanding amount of all Primary Obligations or Secondary
     Obligations, as the case may be, (ii) "Primary Obligations" shall mean (A)
     in the case of the Credit Agreement Obligations, all principal of, and
     interest on, all Loans (together with all interest accrued thereon), and
     all Commitment Fees and (iii) "Secondary Obligations" shall mean all
     Obligations other than Primary Obligations.

               (c) When payments to Creditors are based upon their respective
     Pro Rata Shares, the amounts received by such Creditors hereunder shall be
     applied (for purposes of making determinations under this Section 3.3 only)
     (i) first, to their Primary Obligations and (ii) second, to their Secondary
     Obligations. If any payment to any Creditor of its Pro Rata Share of any
     distribution would result in overpayment to such Creditor, such excess
     amount shall instead be distributed in respect of the unpaid Primary
     Obligations or Secondary Obligations, as the case may be, of the other
     Creditors, with each Creditor whose Primary Obligations or Secondary
     Obligations, as the case may be, have not been paid in full to receive an
     amount equal to such excess amount multiplied by a fraction the numerator
     of which is the unpaid Primary Obliga tions or Secondary Obligations, as
     the case may be, of such Creditor and the denomi nator of which is the
     unpaid Primary Obligations or Secondary Obligations, as the case may be, of
     all Creditors entitled to such distribution.

               (d) All payments required to be made hereunder shall be made to
     the Secured Party as Administrative Agent under the Credit Agreement for
     the account of the Creditors.

               (e) Unless it has actual knowledge (including by way of written
     notice from a Creditor) to the contrary, the Secured Party, in acting
     hereunder, shall be entitled to assume that no Secondary Obligations are
     outstanding.

               3.4 Secured Party Statement. Trustee, upon presentation to it of
     an affidavit signed by or on behalf of Secured Party, setting forth any
     fact or facts showing a default by Trustor under any of the terms or
     conditions of this Deed of


                                       24
<PAGE>
     Trust, is authorized to accept as true and conclusive all facts and
     statements in such affidavit and to act hereunder in complete reliance
     thereon.

               3.5 Remedies Upon Default. Trustor covenants and agrees that
     should an Event of Default occur, then Secured Party, or Trustee upon
     written instructions from Secured Party (the legality thereof to be
     determined solely by Secured Party), may, without notice to or demand upon
     Trustor, without releasing Trustor from any obligation here-under and
     without waiving its right to declare an Event of Default or impairing any
     declaration of default or election to cause the Property to be sold or any
     sale proceeding predicated thereon:

               (a) make or do the same in such manner and to such extent as
     either Secured Party or Trustee may deem reasonably necessary to protect
     the security hereof, Secured Party and Trustee being authorized to enter
     upon and take possession of the Premises for such purposes, and any sums
     reasonably expended for such purposes shall become part of the Obligations
     secured hereby;

               (b) commence, appear in and/or defend any action or proceedings
     purporting to affect the security hereof, and/or any additional or other
     security therefor, the interests, rights, powers and/or duties of Trustee
     and/or Secured Party hereunder, whether brought by or against Trustor,
     Trustee or Secured Party;

               (c) pay, purchase, contest or compromise any claim, debt, Lien,
     charge or encumbrance which in the judgment of either may affect or appear
     to affect the security of this Deed of Trust, the interests of Secured
     Party or the rights, powers and/or duties of Trustee and/or Secured Party
     hereunder and any sums reasonably expended for such purposes shall become
     part of the Obligations secured hereby; and

               (d) Secured Party is authorized either by itself or by its agent
     to be appointed by it for that purpose or by a receiver appointed by a
     court of competent jurisdiction, to enter into and upon and take and hold
     possession of any portion or all of the Property, both real and personal,
     and exclude Trustor and all other Persons therefrom; and to operate and
     manage the Property and rent and lease the same, perform such reasonable
     acts of repair or protection as may be reasonably necessary or proper to
     conserve the value thereof, and collect any and all income, rents, issues,
     profits and proceeds therefrom, the same being hereby assigned and
     transferred to Secured Party, for the benefit and protection of Secured
     Party, and from time to time apply and/or accumulate such income, rents,
     issues, profits and proceeds in the manner set forth in Section 3.3 hereof
     as if the same were proceeds of sale. The collection and/or receipt of
     income, rents, issues, profits and/or proceeds from the Property by Secured
     Party, its agent or receiver, after declaration of default and election to
     cause the Property to be sold under and pursuant to the terms of this Deed
     of Trust shall not affect or impair such default or declaration of default
     or election to cause the Property to be sold or any sale proceedings
     predicated thereon, but such proceedings may be


                                       25
<PAGE>
     conducted and sale effected notwithstanding the receipt and/or collection
     of any such income, rents, issues, profits and/or proceeds.

               Neither Trustee nor Secured Party shall be under any obligation
     to make any of the payments or do any of the acts referred to in this
     Section 3.5 and any of the actions referred to in this Section 3.5 may be
     taken by Secured Party irrespective of whether any notice of default or
     election to sell has been given hereunder and without regard to the
     adequacy of the security for the Obligations.



                                   ARTICLE 4.
                                 FIXTURE FILING

               4.1 Fixture Filing. This Deed of Trust shall be effective as a
     financing statement filed as a fixture filing with respect to all fixtures
     included in the Property and is to be filed and recorded in, among other
     places, the real estate records of the county where the Real Property is
     located as set forth on Exhibit A.


                                   ARTICLE 5.
                                  MISCELLANEOUS

               5.1 Choice of Law. SECURED PARTY, TRUSTEE AND TRUS TOR AGREE THAT
     THE RIGHTS AND OBLIGATIONS UNDER THIS DEED OF TRUST SHALL BE GOVERNED BY
     AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF
     NEW YORK.

               5.2 Amendments. etc. This Deed of Trust cannot be waived,
     changed, discharged or terminated orally, but only by an instrument in
     writing signed in accordance with Section 9.1 of the Credit Agreement.

               5.3 Limitation of Interest. It is the intent of Trustor and
     Secured Party in the execution of this Deed of Trust and all other
     instruments evidencing or securing the Obligations to contract in strict
     compliance with the relevant usury laws. In furtherance thereof, Secured
     Party and Trustor stipulate and agree that none of the terms and provisions
     contained herein shall ever be construed to create a contract for the use,
     forbearance or detention of money requiring payment of interest at a rate
     in excess of the maximum interest rate permitted to be charged by relevant
     law. Trustor or any guarantor, endorser or other party now or hereafter
     becoming liable for the payment of any of the Obligations shall never be
     required to pay interest at a rate in excess of the maximum interest that
     may be lawfully charged under relevant law and the provisions of this
     Section 5.3 shall control over all other provisions of any instru-


                                       26
<PAGE>
     ment executed in connection herewith which may be in apparent conflict
     herewith. In the event it is determined that any holder of any of the
     Obligations has collected monies which are deemed to constitute interest
     and are deemed to increase the effective interest rate on the Obligations
     to a rate in excess of that permitted to be charged by relevant law, all
     such sums deemed to constitute interest in excess of such legal rate shall
     be applied by such holder to payment of such Obligations, as such
     Obligations mature, or refunded to Trustor.

               5.4 Notices. Except as otherwise expressly provided herein, all
     notices and communications shall be telecopied or delivered by messenger or
     overnight courier service and all such notices and communications shall,
     when mailed, tele graphed, telexed, telecopied, or cabled or sent by
     overnight courier, be effective when delivered to the telegraph company,
     cable company or overnight courier, as the case may be, or sent by telex or
     telecopier and when mailed shall be effective three (3) Business Days
     following deposit in the mail with proper postage, except that notices and
     communications to the Secured Party shall not be effective until received
     by the Secured Party. All notices, requests, demands or other
     communications shall be in writing and addressed as follows:

               (a)      if to the Trustor, at:

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

               (b)      if to the Secured Party:

                        Bankers Trust Company
                        130 Liberty Street
                        New York, New York 10006
                        Attention:  Deal Administrator

               (c) if to any Creditor, either (i) to the Secured Party, at the
     address specified above or (ii) at such address as such Creditor shall have
     specified in the Credit Agreement;

     or at such other address as shall have been furnished in writing by any
     Person de scribed above to the party required to give notice hereunder;
     except that in each case notices and communications to Secured Party shall
     not be effective until actually received by such party.


                                       27
<PAGE>
               5.5 Captions. The captions or headings at the beginning of each
     Article and Section hereof are for the convenience of the parties and are
     not a part of this Deed of Trust.

               5.6 Subrogation. To the extent that the proceeds of the Loans are
     used, or Secured Party advances any funds under this Deed of Trust (which
     advances are hereby deemed to have been advanced by Trustor's request), to
     pay any outstanding Lien, charge or encumbrance against the Property,
     Secured Party shall be subrogated to any and all rights and Liens held by
     any owner or holder of such outstanding Liens, charges and encumbrances,
     irrespective of whether said Liens, charges or encum brances are released.

               5.7 No Merger. Upon the foreclosure of the Lien created by this
     Deed of Trust on the Property, any Leases then existing shall not be
     destroyed or terminated by application of the law of merger or as a matter
     of law or as a result of such foreclosure unless Secured Party or any
     purchaser at any such foreclosure sale shall so elect.

               5.8 Non-Waiver. Except as expressly provided to the contrary
     herein, acceptance by Secured Party of any sum after the same is due shall
     not consti tute a waiver of the right either to require prompt payment,
     when due, of all other sums hereby secured or to declare an Event of
     Default. The acceptance by Secured Party of any sum in an amount less than
     the sum then due shall be deemed an accep tance on account only and upon
     condition that it shall not constitute a waiver of the obligation of
     Trustor to pay the entire sum then due, and Trustor's failure to pay said
     entire sum then due shall be and continue to be in default notwithstanding
     such acceptance of such amount on account, as aforesaid, and Secured Party
     shall be at all times thereafter and until the entire sum then due shall
     have been paid, and notwith standing the acceptance by Secured Party
     thereafter of further sums on account, or otherwise, entitled to exercise
     all rights in this Deed of Trust conferred upon it, upon the occurrence of
     an Event of Default. Consent by Secured Party to any transaction or action
     of Trustor which is subject to consent or approval of Secured Party
     hereunder shall not be deemed a waiver of the right to require such consent
     or approval to future or successive transactions or actions. No failure by
     Secured Party to insist upon the strict performance of any term hereof or
     to exercise any right, power or remedy consequent upon a breach thereof
     shall constitute a waiver of any such term or of any such breach. No waiver
     of any breach shall affect or alter this Deed of Trust, which shall
     continue in full force and effect, or the rights of Secured Party with
     respect to any other then existing or subsequent breach.

               5.9 Further Assurances. Trustor at its own expense, will execute,
     acknowledge and deliver all such instruments and take all such action as
     may be reasonably necessary to assure to Secured Party the Lien hereof
     against the properties herein described and the rights intended to be
     provided to Secured Party herein.


                                       28
<PAGE>
               5.10 Additional Security. Without notice to or consent of Trustor
     and without impairment of the Lien and rights created by this Deed of
     Trust, Secured Party may accept from Trustor or from any other Person,
     additional security for the Obliga tions. Neither the giving of this Deed
     of Trust nor the acceptance of any such addi tional security shall prevent
     Secured Party from resorting, first, to such additional security, and,
     second, to the security created by this Deed of Trust without affecting
     Secured Party's Lien and rights under this Deed of Trust.

               5.11 Books and Records. Trustor shall make available to Secured
     Party for copying and inspection at all reasonable times during normal
     business hours and during the term of this Deed of Trust at Trustor's
     principal place of business upon receipt of one Business Day's prior
     written notice from Secured Party, all books and records relating to the
     business and operation of the Property.

               5.12 Waiver of Statute of Limitations. The right to plead any and
     all statutes of limitation as a defense to any demand secured by or made
     pursuant to this Deed of Trust is hereby waived to the full extent
     permitted by law.

               5.13 Remedies Cumulative. No remedy herein conferred upon or
     reserved to Trustee or Secured Party is intended to be exclusive of-any
     other remedy herein or by law provided or permitted, but each shall be
     cumulative and shall be in addition to every other remedy given hereunder
     or now or hereafter existing at law or in equity or by statute. Every power
     or remedy given by this instrument to Trustee or Secured Party or to which
     either of them may be otherwise entitled may be exercised, concurrently or
     independently, from time to time and as often as may be deemed expedient by
     Trustee or Secured Party, and either of them may pursue inconsistent
     remedies.

               5.14 Recordation. Trustee accepts this Deed of Trust when this
     Deed of Trust, duly executed and acknowledged, is made a public record as
     provided by law.

               5.15 Substitution of Trustee. Secured Party may, from time to
     time, by a written instrument executed and acknowledged by Secured Party
     and recorded in the county or counties where the Property is located, and
     by otherwise complying with applicable statutory provisions, substitute a
     successor or successors for the Trustee named herein or acting hereunder.

               5.16 Reconveyance; Releases. (a) After the Termination Date,
     Secured Party, at the expense of the Trustor, shall promptly request
     Trustee in writing to reconvey the Property, or any remaining portion
     thereof, and shall surrender to Trustee this Deed of Trust for cancellation
     and retention. Upon its receipt of the written request of Secured Party,
     the surrender of this Deed of Trust, and the payment of its fees, Trustee
     shall promptly reconvey, without warranty, the Property then held
     hereunder. The recitals in such reconveyance of any matters or facts shall
     be conclu-


                                       29
<PAGE>
     sive proof of the truthfulness thereof. The grantee in such reconveyance
     may be described as "the person or persons legally entitled thereto."
     Neither Secured Party nor Trustee shall have any obligation or duty to
     determine the rights of Persons claiming to be rightful grantees of any
     reconveyance. As used in this Deed of Trust, "Termination Date" shall mean
     the date upon which the Commitments have been terminated, no Note under the
     Credit Agreement is outstanding (and all Loans have been repaid in full),
     and all Obligations then owing have been paid in full.

               (b) In the event that any part of the Property is sold in
     connection with a sale permitted by the Lease or otherwise released at the
     direction of the Re quired Lenders and the proceeds of such sale or sales
     or from such release are applied in accordance with the provisions of
     Section 8.2 of the Credit Agreement, to the extent required to be so
     applied, such Property will be sold free and clear of the Liens created by
     this Deed of Trust and the Secured Party, at the request and expense of the
     Trustor, will duly assign, transfer and deliver to the Trustor (without
     recourse and without any representation or warranty) such of the Property
     as is then being (or has been) so sold or released and has not theretofore
     been released pursuant to this Deed of Trust.

               (c) At any time that the Trustor desires that the Secured Party
     take any action to acknowledge or give effect to any release of Property
     pursuant to clause (a) above, it shall deliver to the Secured Party a
     certificate signed by its chief financial officer stating that the release
     of the respective Property is permitted pursuant to clauses (a) or (b)
     above.

               (d) The Secured Party and the Trustee shall have no liability
     whatsoever to any Creditor as a result of any release of Property by it in
     accordance with this Section 5.16.

               5.17 Time of the Essence. Time is of the essence of this Deed of
     Trust, and the performance of all provisions hereof.

               5.18 Partial Invalidity. If any of the provisions of this Deed of
     Trust or the application thereof to any Person, party or circumstances
     shall to any extent be invalid or unenforceable, the remainder of this Deed
     of Trust, or the application of such provision or provisions to Persons,
     parties or circumstances other than those as to whom or which it is held
     invalid or unenforceable, shall not be affected thereby, and every
     provision of this Deed of Trust shall be valid and enforceable to the
     fullest extent permitted by law.

               5.19 Request For Notice. Trustor requests that a copy of any
     notice of default and a copy of any notice of sale hereunder be mailed to
     Trustor at the address of Trustor given above.


                                       30
<PAGE>
               5.20 Irrevocable Trust. The trust created hereby is irrevocable
     by Trustor unless and until the Property is reconveyed to Trustor as
     provided in Section 5.16 hereof.

               5.21 Security Agreement and Financing Statement. The mailing
     address of debtor (Trustor herein) and of the Secured Party from which
     information concerning security interests hereunder may be obtained is as
     set forth on page one hereof. A carbon, photographic or other reproduction
     of this Agreement or of any financing statement related to this Agreement
     shall be sufficient as a financing state ment for any of the purposes
     referenced herein.

               5.22 State Law Recitals and Provisions.

               (a) Non-Residential Trust Deed; Business Purpose. Trustor
     warrants that this instrument, as a deed of trust or trust deed under laws
     of the state in which the Property is located, is not and will not at any
     time constitute a resid0ential trust deed, as that term is defined in ORS
     86.705 or its successor statutes (if the Property is in Oregon). Trustor
     warrants that it is engaging in this transaction exclusively for business,
     commercial or investment purposes. Trustor warrants that the Property is
     not used principally for agricultural or farming purposes (if the Property
     is in Washington). Trustor warrants that the Property falls within the
     provisions of Idaho Code 45-1502(5) or its successor statutes (if the
     Property is in Idaho).

               (b) Statutory Notice Concerning Insurance. Effective January 1,
     1996, Chapter 313 of Oregon Laws 1994 amends ORS 746.201 to require that in
     loans in which the lender has the right to purchase insurance in the event
     the borrower fails to carry insurance, the loan document must contain a
     warning in substantially the following form in 10-point type:

                                    "WARNING

          "Unless you provide us with evidence of the insurance coverage as
     required by our contract or loan agreement, we may purchase insurance at
     your expense to protect our interest. This insurance may, but need not,
     also protect your interest. If the collateral becomes damaged, the coverage
     we purchase may not pay any claim you make or any claim made against you.
     You may later cancel this coverage by providing evidence that you have
     obtained property coverage elsewhere.

          "You are responsible for the cost of any insurance purchased by us.
     The cost of this insurance may be added to your contract or loan balance.


                                       31
<PAGE>
     If the cost is added to your contract or loan balance, the interest rate on
     the underlying contract or loan will apply to this added amount. The
     effective date of coverage may be the date your prior coverage lapsed or
     the date you failed to provide proof of coverage.

          "The coverage we purchase may be considerably more expensive than
     insurance you can obtain on your own and may not satisfy any need for
     property damage coverage or any mandatory liability insurance require ments
     imposed by applicable law."

               (c) Statutory Notice Concerning Written Agreements. UNDER OREGON
     LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS AFTER
     OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT
     FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE
     BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE
     SIGNED BY LENDERS TO BE ENFORCEABLE.

               (d) Washington Statutory Notice. ORAL AGREEMENTS OR ORAL
     COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOR BEAR FROM ENFORCING
     REPAYMENT OF DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

               5.23 Concerning the Trustor. Each party hereto acknowledges that
     Wilmington Trust Company is entering into this agreement solely as Owner
     Trustee of the FMS Trust 1997-1 and not in its individual capacity and in
     no case shall Wilmington Trust Company be personally liable for or on
     account of any of the statements, representations, warranties, covenants or
     obligations of the Trustor hereunder.


                                       32
<PAGE>
          IN WITNESS WHEREOF, Trustor has caused this instrument to be duly
executed as of the day and year first above written.

                                       WILMINGTON TRUST COMPANY, not in its
                                       individu al capacity but only as Owner
                                       Trustee under the FMS TRUST 1997-1, a
                                       Delaware business trust



                                       By: _____________________________________
                                       Title: __________________________________


                                       33
<PAGE>
                             FORM OF ACKNOWLEDGMENT
                             ----------------------




STATE OF             )
                     ) ss.
County of            )

          The foregoing instrument was acknowledged before me, the undersigned
notary public, on this __ day of March 11, 1998, by _____________________, the
_____________________ of WILMINGTON TRUST COMPANY, a Delaware corporation, on
behalf of such corporation, not in its individual capacity, but solely as Owner
Trustee under the FMS TRUST 1997-1, a Delaware business trust, on behalf of such
business trust.


(NOTARIAL SEAL)                        _________________________________________
                                       Notary Public for the State of __________
                                       Residing at:_____________________________


                                       34
<PAGE>
                                    EXHIBIT A
                                    ---------

                            LEGAL DESCRIPTION OF LAND
                            -------------------------

                                       35
<PAGE>
                                                         PARTICIPATION AGREEMENT


                                                                  EXHIBIT B-2 TO
                                                         PARTICIPATION AGREEMENT
                                                         -----------------------


                        FORM OF MORTGAGE (GROUND LEASE)
                        -------------------------------

<PAGE>
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
SKADDEN, ARPS, SLATE, MEAGHER
  & FLOM LLP
300 South Grand Avenue
Los Angeles, California 90071
Attention:  John E. Mendez, Esq.


                                                 Space above for Recorder's use
                                                 ___________ County, __________


                       LEASEHOLD DEED OF TRUST, ASSIGNMENT
                          OF LEASES AND RENTS, SECURITY
                          AGREEMENT AND FIXTURE FILING
                          ----------------------------

          This LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY
AGREEMENT AND FIXTURE FILING, is made as of March 11, 1998 (the "Deed of
Trust"), by WILMINGTON TRUST COMPANY, a Delaware corporation, not in its
individual capacity, but solely as Owner Trustee under the FMS TRUST 1997-1, a
Delaware business trust, as trustor ("Trustor"), having its principal address at
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890 Attention: Corporate Trust Administration, FIRST
AMERICAN TITLE INSURANCE COMPANY, as trustee ("Trustee"), for the benefit of
BANKERS TRUST COMPANY, having its principal address at 130 Liberty Street, New
York, New York, 10006, Attention: Deal Administrator, as Administrative Agent
and secured party ("Secured Party") for the benefit of the Lenders under, and
any other lenders from time to time party to, the Credit Agreement hereinafter
referred to (such Lenders and the Secured Party and other lenders, if any, are
hereinafter called the "Creditors"). Capitalized terms used but not otherwise
defined herein shall have the meanings provided for such terms in that certain
Credit Agreement, dated as of March 11, 1998, among Trustor, as the Borrower,
the Lenders named therein, Secured Party, as Administrative Agent and The Chase
Manhattan Bank, as Syndication Agent (as amended, modified or supplemented from
time to time, the "Credit Agreement").

                              W I T N E S S E T H :
                              - - - - - - - - - -

          THIS DEED OF TRUST is executed, acknowledged and delivered by Trustor
to secure and enforce the following obligations (herein called the
"Obligations"):

          (A) the payment and/or performance when due of (i) principal of and
     interest on the Notes issued, and Loans made, under the Credit Agreement,
     (ii) the Commit ment Fees and (iii) all other obligations and indebtedness
     (including, without limitation, indemnities, fees and interest thereon) of
     the Trustor to the Creditors now existing or hereafter incurred under,
     arising out of, or in connection with the Credit Agreement
<PAGE>
     and the other Operative Agreements and the due performance and compliance
     by the Trustor with all of the terms, conditions and agreements contained
     in the Credit Agree ment and the other Operative Agreements (all such
     principal, interest, obligations and liabilities being herein collectively
     called the "Credit Agreement Obligations");

          (B) the payment when due of any and all sums advanced by the Secured
     Party in order to preserve the Property or preserve its security interest
     in the Property;

          (C) in the event of any proceeding for the collection or enforcement
     of any indebtedness, obligations, or liabilities of the Trustor referred to
     in clause (A), after an Event of Default shall have occurred and be
     continuing, reimbursement of the reason able expenses of foreclosing,
     holding, preparing for sale or lease, selling or otherwise disposing of or
     realizing on the Property (as defined below), or of any exercise by the
     Secured Party or any Creditor of its rights hereunder, together with
     reasonable attorneys' fees and court costs;

          (D) all renewals, extensions, amendments and (v) all amounts paid by
     any Creditor as to which such Creditor has the right to reimbursement under
     this Deed of Trust; and

          (E) all renewals, extensions, amendments and changes of, or
     substitutions or replacements for, all or any part of the items described
     above;

          NOW, THEREFORE, with reference to the foregoing recitals, in reliance
thereon and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged:


                                GRANTING CLAUSES
                                ----------------

               TRUSTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS, CONVEYS,
     ASSIGNS AND TRANSFERS:

          (A) To Trustee, IN TRUST, WITH POWER OF SALE AND RIGHT OF ENTRY AND
     POSSESSION, all of its present and future right, title and interest in and
     to that certain leasehold estate (the "Leasehold") created pursuant to that
     certain lease (or Sublease, if applicable), dated ____________, between
     Fred Meyer, Inc., as land lord, and the Trustor, as tenant (such lease
     together with any amendments, modifica tions, extensions, renewals or
     substitutions therefor is referred to herein as the "Facil ity Lease"), and
     affecting all or the portions of that certain real property more particu
     larly described in Exhibit A attached hereto and made a part hereof (the
     "Land"), together with all right, title and interest that Trustor now has
     or may hereafter acquire in:


                                        2
<PAGE>
               (1) all fixtures now or hereafter affixed to the Land, including
          any and all buildings, constructions and improvements now or hereafter
          erected upon the Land (the "Improvements", the Land and the
          Improvements being hereinafter collectively called the "Premises"),
          together with all machinery, apparatus, equipment, fittings, fixtures,
          materials and supplies and all other property of every kind and nature
          whatsoever owned by Trustor, or in which Trustor has or shall have an
          interest, now or hereafter located, placed, attached, affixed or
          installed upon or in the Premises, or appurtenances thereto, and used
          or usable in connection with the present or future construction,
          operation or occupancy of the Premises (collectively, "Equipment");
          all of the property de scribed in this subparagraph (1) whether now or
          hereafter placed thereon being hereby defined to be real property;

               (2) all deposits made with or other security given to utility
          compa nies by Trustor with respect to the Premises, and all advance
          payments of insurance premiums made by Trustor with respect thereto
          and all claims or demands relating to such deposits, other security
          and/or such insurance;

               (3) all present and future options of any kind, rights of first
          refusal, privileges and other benefits of Trustor under the Facility
          Lease.

               (4) all leases, subleases and other agreements affecting the use
          or occupancy of the Premises or any portion thereof now or hereafter
          existing or entered into by Trustor (individually a "Lease", and
          collectively, the "Leases"), and all rents, additional rents, issues,
          profits, royalties, revenue, income, proceeds and other benefits
          presently or in the future derived therefrom or otherwise from the
          Premises (collectively, the "Rents"); subject, however, to the right,
          power and authority hereinafter conferred upon Secured Party or
          reserved to Trustor to collect or apply such rents, additional rents,
          issues, profits, royalties, revenue, income, proceeds and other
          benefits;

               (5) all operating, management, franchise and use agreements,
          licenses or contracts relating to the development, operation or use of
          the Premises or any portion thereof, together with all permits,
          authorizations or certificates required or used in connection with the
          ownership of, or the opera tion or maintenance of the Premises to the
          fullest extent Trustor can grant, convey, assign and transfer such
          agreements, licenses or contracts;

               (6) all easements, estates, rights, titles, interests,
          privileges, liber ties, tenements, hereditaments and appurtenances of
          any nature whatsoever, in any way belonging, relating or pertaining to
          the Premises or any portion thereof;


                                        3
<PAGE>
               (7) all estate, interest, right, title, claim or demand,
          including claims or demands with respect to the proceeds of and any
          unearned premiums on any insurance policies covering the Premises or
          the Equipment, which Trustor now has or may hereafter acquire to the
          extent granted to Secured Party in Section 1.10, and to the extent
          granted in Section 1.16 herein, any and all awards made for the taking
          by eminent domain or condemnation, or by any proceeding or purchase in
          lieu thereof, of the whole or any part of the Property, including
          without limitation, any awards resulting from a change of grade of
          streets or for severance damages;

               (8) all governmental permits relating to construction, all names
          under or by which the Premises may at any time be operated or known
          (registered or unregistered, and without representation or warranty)
          for use, however, solely in connection with the Premises to the
          fullest extent Trustor can grant, convey, assign and transfer the
          same; and all rights to carry on business under any such names or any
          variant thereof, and, all trademarks, names, patents pending and
          goodwill to the fullest extent Trustor can grant, convey, assign and
          transfer the same;

               (9) all estate, right, title, claim or demand whatsoever of
          Trustor, either in law or in equity, in possession, reversion,
          remainder or expectancy, in and to the Premises or any other property
          described in the other paragraphs of these Granting Clauses;

               (10) all proceeds and avails of the conversion, voluntarily or
          involun tarily, of any of the foregoing into cash or liquidated
          claims, including, but not limited to, condemnation awards (subject to
          provisions of Section 1.16 herein) and proceeds of insurance (subject
          to the provisions of Section 1.10 herein), of any causes of action
          (whether arising in tort, contract, fraud or concealment of a material
          fact) for any damage or injury to any of the foregoing, or of any
          conveyance of the Premises or any part thereof; and

               (11) the right, in the name and on behalf of Trustor to appear in
          and defend any action or proceeding with respect to the Premises or
          any other property described in the other paragraphs of these Granting
          Clauses, and to commence any action or proceeding to protect the
          interests of Secured Party therein.

               All of the property conveyed or intended to be conveyed to
     Trustee in Paragraph (A), and (1) through (11) above, is hereinafter
     referred to as the "Real Property."

               (B) To Secured Party, as secured party, to the extent of
     Trustor's interest therein, a security interest in any portion of the Real
     Property which may be

                                        4
<PAGE>
     construed to be personal property and, to the extent of Trustor's right,
     title and interest therein, in all other personal property of every kind
     and description, whether now existing or hereafter acquired, now or at any
     time hereafter attached to, erected upon, situated in or upon, forming a
     part of, appurtenant to, used or useful in the construc tion or operation
     of or in connection with, or arising from the use or enjoyment of all or
     any portion of, or from any lease or agreement pertaining to, the Real
     Property.

               All of the property conveyed or intended to be conveyed to
     Secured Party in Paragraph (B) is hereinafter referred to as the "Personal
     Property."

               All of the Real Property and the Personal Property is referred to
     herein collectively as the "Property."

               AND TRUSTOR COVENANTS AND AGREES WITH SECURED PARTY AS FOLLOWS:

                                   ARTICLE 1.
                     REPRESENTATIONS, WARRANTIES, COVENANTS
                          AND AGREEMENTS OF THE TRUSTOR

               1.1 Title to the Property. Trustor represents and warrants that
     it holds good, marketable and insurable leasehold interest in the Lease
     Premises and good and valid right, title and interest, as tenant, in and to
     the Facility Lease, free and clear of any Liens and encumbrances (except
     for Permitted Encumbrances); (ii) that this Deed of Trust is a valid first
     Lien upon the Property, and that it has not created any other Lien or
     encumbrance upon the Property which will remain undischarged after
     recording of this Deed of Trust (except Permitted Encumbrances); (iii) that
     Trustor has full power and lawful authority to encumber the Property in the
     manner set forth herein; and (iv) that there are no defenses or offsets to
     this Deed of Trust or to the Obligations which it secures. Trustor shall
     not, directly or indirectly, create or suffer to be created any Lien upon
     any portion of the Property (except for Permitted Encum brances). Trustor
     shall, subject to Permitted Encumbrances, preserve such title and the
     validity and priority of the Lien hereof and shall forever warrant and
     defend the same to Secured Party against the claims of all Persons and
     parties whatsoever.

               1.2 Leasehold.

               (a) The provisions contained in this Deed of Trust shall be
     deemed to be obligations of Trustor in addition to Trustor's obligations as
     tenant with respect to similar matters under which Trustor is obligated
     under the Facility Lease and shall not restrict or limit Trustor's duties
     and obligations to keep and perform promptly all of its covenants,
     agreements and obligations as tenant under such Facility Lease.


                                        5
<PAGE>
               (b) Trustor shall at all times fully perform and comply with all
     the agreements, covenants, terms and conditions imposed upon the tenant
     under the Facility Lease, and if Trustor shall fail so to do, and if
     Secured Party's Lien on Trustor's leasehold interest under the Facility
     Lease shall be materially adversely affected, Secured Party may (but shall
     not be obligated to), and is hereby appointed by Trustor as Trustor's true
     and lawful attorney in fact, which appointment is coupled with an interest,
     to take any action Secured Party reasonably deems necessary or desirable to
     prevent or cure any default thereunder including, without limitation,
     performance of any of the tenant's covenants or obligations under such
     Facility Lease. Upon Secured Party's request, Trustor will submit
     satisfactory evidence of payment of all of its monetary obligations under
     the Facility Lease (including but not limited to rents, taxes, assessments,
     insurance premiums and operating expenses), and a statement of any such
     payments which Trustor is contesting or arbitrating pursuant to the terms
     of the Facility Lease.

               (c) Trustor shall promptly (i) notify Secured Party in writing of
     the receipt by it of any notice of default from the landlord under the
     Facility Lease; (ii) notify Secured Party in writing of the receipt by it
     of any notice under the Facility Lease of the termination of the Facility
     Lease ; (iii) cause a copy of each such notice received by Trustor from the
     landlord under the Facility Lease to be delivered to Secured Party; and
     (iv) cause a copy of any notice of election or the exercise of any rights
     of option, purchase or renewal under the Facility Lease sent by Trustor to
     the landlord under the Facility Lease, to be delivered to Secured Party.
     Upon receipt by Secured Party from the landlord under the Facility Lease of
     any written notice of default by Trustor or any other party as tenant
     thereunder, Secured Party may rely thereon and take such action as
     aforesaid to cure such default even though the existence of such default or
     the nature thereof be questioned or denied by Trustor or by any party on
     behalf of Trustor or the tenant under the Facility Lease. Secured Party may
     pay and expend such sums of money as Secured Party in its reasonable
     discretion deems necessary for any such purpose, and Trustor hereby agrees
     to pay to Secured Party, on demand, all such sums so paid and expended by
     Secured Party, and any failure by Trustor to so reimburse Secured Party
     within five (5) days after receipt of written demand shall constitute an
     Event of Default hereunder. All sums so paid and expended by Secured Party,
     and the interest thereon, shall be added to and be secured by the Lien of
     this Deed of Trust.

               (d) Without obtaining the prior written consent of the Secured
     Party, Trustor shall not surrender its leasehold estate and its interest
     created under the Facility Lease, nor modify, terminate or cancel the
     Facility Lease. Any attempted surrender, modification, termination or
     cancellation of the Facility Lease by Trustor without Secured Party's prior
     written consent shall be null and void.

               (e) If the Facility Lease is cancelled or terminated, and Secured
     Party or its nominee shall acquire an interest in any new lease of the
     property demised

                                        6
<PAGE>
     thereby, Trustor shall have no right, title or interest in or to the new
     lease or to the leasehold estate created by such new lease.

               (f) Without obtaining the prior written consent of the Secured
     Party (which consent shall not be unreasonably withheld), Trustor shall not
     enter into any sublease under the Facility Lease or assign any interest in
     the Facility Lease.

               (g) Without obtaining the prior written consent of the Secured
     Party, Trustor shall not consent to the subordination of the Facility Lease
     to any lien on the fee estate of the landlord under the Facility Lease.

               (h) No release or forbearance of any of Trustor's obligations
     under the Facility Lease, pursuant to such Facility Lease or otherwise,
     including without limitation Trustor's obligations with respect to the
     payment of rent as provided for in the Facility Lease and the performance
     of all the terms, provisions, covenants, conditions and agreements
     contained in such Facility Lease to be kept, performed or complied with by
     tenant therein, shall release Trustor from any of Trustor's obligations
     under this Deed of Trust. The Lien of this Deed of Trust attaches to all of
     Trustor's rights and remedies at any time arising under or pursuant to
     Subsection 365(h) of the Bankruptcy Code, including, without limitation,
     all of Trustor's rights to remain in possession of the Property.

               (i) Trustor hereby unconditionally assigns, transfers and sets
     over to Secured Party all of Trustor's claims and rights to the payment of
     damages arising from any rejection by the landlord of the Facility Lease
     under the Bankruptcy Code. Secured Party shall have the right to proceed in
     its own name or in the name of Trustor with respect to any claim, suit,
     action or proceeding relating to the rejection of the Facility Lease,
     including, without limitation, the right to file and prosecute, to the
     exclusion of Trustor, any proofs of claim, complaints, motions,
     applications, notices and other documents, in any case in which landlord is
     debtor under the Bankruptcy Code. This assignment constitutes a present,
     irrevocable and unconditional assignment of the foregoing claims, rights
     and remedies, and shall continue in effect until all of the Obligations
     secured by this Deed of Trust shall have been satisfied and discharged in
     full. Any amounts received by Secured Party as damages arising out of the
     rejection of the Facility Lease as aforesaid shall be applied first to all
     reasonable costs and expenses of Secured Party (including, without
     limitation, reasonable attorneys' fees) incurred in connection with the
     exercise of any of its rights or remedies hereunder and then to reduce the
     unpaid Obligations secured by this Deed of Trust in such order as Secured
     Party may determine.

               (j) Without obtaining the prior written consent of the Secured
     Party, the fee title to the Property demised by the Facility Lease and the
     leasehold estate therein contained shall not merge but shall always remain
     separate and distinct, notwithstanding the union of the fee title and the
     leasehold estate by purchase or

                                        7
<PAGE>
     otherwise, in landlord or tenant thereunder, or in any other party. In the
     event Trustor acquires the fee title or any other estate, title or interest
     in the property demised under the Facility Lease or any part thereof, the
     Lien of this Deed of Trust, without further act, deed, conveyance or deed
     of trust on behalf of Trustor shall attach to, cover and be a Lien upon
     such acquired estate, title or interest and such interest shall thereupon
     be and become a part of the security encumbered by this Deed of Trust with
     the same force and effect as if specifically encumbered in this Deed of
     Trust and in the event thereof, upon request of Secured Party without cost
     or expense to Secured Party, Trustor will execute, acknowledge and deliver
     all such further acts, conveyances, deeds, deeds of trust, and assurances
     as Secured Party shall reasonably require to ratify and confirm Secured
     Party's Lien on the acquired estate, title or interest.

               (k) If there shall be filed by or against Trustor a petition
     under the Bankruptcy Code, Trustor, as tenant under the Facility Lease, or
     any trustee appointed by the Bankruptcy Court in such proceedings, shall
     immediately (but in no event later than three (3) weeks after the filing of
     such petition) notify Secured Party in writing of Trustor's or the
     trustee's intent, as the case may be, to assume or reject the Facility
     Lease pursuant to Section 365(a) of the Bankruptcy Code. If the intent of
     Trustor or such trustee is to reject the Facility Lease or if such notice
     is for any reason not so given to Secured Party or if it reasonably appears
     to Secured Party that Trustor or the trustee does not intend to assume the
     Facility Lease, then at any time thereafter Secured Party shall have the
     right, but not the obligation, to serve upon Trustor or such trustee a
     notice stating that (i) Secured Party demands that Trustor or trustee
     assume and assign such Facility Lease to Secured Party or Secured Party's
     nominee pursuant to Section 365 of the Bankruptcy Code and (ii) Secured
     Party covenants to cure or provide adequate assurance of prompt cure of all
     defaults and provide directly or through its nominee adequate assurance of
     future performance under such Facility Lease. If Secured Party serves upon
     Trustor or such trustee the notice described in the preceding sentence,
     Trustor or such trustee shall not seek to reject such Facility Lease but
     shall forthwith (and in all events before the expiration of all applicable
     time periods for such assumption and assignment) seek authorization from
     the Bankruptcy Court to assume and assign such Facility Lease to Secured
     Party (subject to any higher or better offer therefor, as approved by the
     Bankruptcy Court) subject to the performance by Secured Party of the
     covenant provided for in clause (ii) of the preceding sentence. Trustor
     agrees that Secured Party may at any time apply to the Bankruptcy Court for
     a reasonable extension of any time period for the assumption of such
     Facility Lease by Trustor and that the protection of Secured Party's Lien
     in such Facility Lease shall be deemed sufficient cause for such extension
     and Trustor shall not oppose any application by Secured Party for such
     reasonable extension. If any petition, action, proceeding, motion or notice
     shall be commenced or filed in respect of the landlord of the leasehold
     estate under the Facility Lease in connection with any case (including a
     case com menced or filed under the Bankruptcy Code), Secured Party shall
     have the option, to the exclusion of Trustor, exercisable upon notice from
     Secured Party to Trustor, to conduct and control any such litigation with
     counsel of Secured Party's choice. Secured

                                        8
<PAGE>
     Party may proceed in its own name or in the name of Trustor in connection
     with any such litigation, and Trustor agrees to execute any and all powers,
     authorizations, consents or other documents reasonably required by Secured
     Party in connection therewith. Trustor shall, upon demand, pay to Secured
     Party all reasonable costs and expenses (including reasonable attorneys'
     fees) paid or incurred by Secured Party in connection with the prosecution
     or conduct of any such proceedings. Any such reasonable costs or expenses
     not paid by Trustor as aforesaid shall be secured by the lien of this Deed
     of Trust and shall be added to the principal amount of the Obligations
     secured hereby. Trustor shall not commence any action, suit, proceeding or
     case, or file any application or make any motion, in respect of the
     Facility Lease in any such case without the prior written consent of
     Secured Party.

               (l) Trustor will use its best efforts to obtain and deliver to
     Secured Party within thirty (30) Business Days after written request by
     Secured Party, an estoppel certificate from any landlord under the Facility
     Lease setting forth (i) the name of the tenant thereunder, (ii) that such
     Facility Lease has not been modified or, if either has been modified, the
     date of each modification (together with copies of each such modification),
     (iii) the rent payable under such Facility Lease, (iv) the date to which
     all rental charges have been paid by tenant under such Facility Lease, (v)
     whether there are any alleged defaults by tenant under such Facility Lease
     and, if so, setting forth the nature thereof in reasonable detail, and (vi)
     as to such other matters as Secured Party may reasonably request.

               (m) Trustor represents and warrants to Secured Party that as of
     the date hereof, no default by Trustor under the Facility Lease has
     occurred and is continuing, and such Facility Lease is valid and subsisting
     for the term set forth therein.

               1.3 Deed of Trust Authorized. The execution and delivery of this
     Deed of Trust has been duly authorized by Trustor, and there is no
     provision in the charter or bylaws of Trustor requiring further consent for
     such action by any other Person. Trustor is duly organized and validly
     existing under the laws of the State of Delaware, and has all necessary
     material licenses, authorizations, registrations, permits and/or approvals
     and full power and authority to own its properties and carry on its
     business as presently conducted, and the execution and delivery by it of,
     and perfor mance by it of its obligations under this Deed of Trust will not
     result in Trustor being in default under any provision of its charter or
     bylaws or of any other material agree ment to which Trustor is a party or
     which materially affects the Property or any material part thereof or any
     other property of Trustor.

               1.4 Operation of the Property. Trustor has, and with respect to
     the construction of any new buildings or structures upon the Premises
     during the term hereof will obtain, all necessary certificates, licenses,
     authorizations, registrations, permits and/or approvals necessary for the
     ownership, operation and management of

                                        9
<PAGE>
     the Property, including, without limitation, all required environmental
     permits, all of which, with respect to Improvements existing as of the date
     hereof, are, to the best of Trustor's knowledge, in full force and effect
     and not subject to any revocation, undis closed amendment, release,
     suspension, forfeiture or the like. The present and contemplated use and
     occupancy of the Property does not conflict with or violate any such
     material certificate, license, authorization, registration, permit or
     approval. Trustor will promptly deliver to Secured Party, at its reasonable
     request, true copies of all such material certificates, licenses,
     authorizations, registrations, permits and approvals.

               1.5 Agreements. Except as permitted hereunder and under the
     Credit Agreement, and except for any prior encumbrance which has been or
     will be dis charged upon recordation of this Deed of Trust, Trustor has not
     entered into any contract or other agreement providing for the transfer,
     conveyance or encumbrance of the Property or any part thereof or interest
     therein.

               1.6 Payment and Performance of Obligations. Trustor shall pay all
     of the Obligations when due and without offset or counterclaim. Trustor
     shall observe and comply in all material respects with all of the terms,
     provisions, conditions, covenants and agreements to be observed and
     performed by it under this Deed of Trust.

               1.7 Maintenance, Repair, Alterations, Etc. Trustor shall: (a) to
     the extent the Trustor is obligated to do so under the Facility Lease keep
     and maintain the Property in good condition and repair (subject to ordinary
     wear and tear); make or cause to be made, as and when necessary, all
     repairs, renewals and replacements, structural and nonstructural, exterior
     and interior, ordinary and extraordinary, foreseen and unforeseen; (b) not
     construct any new Improvements or remove, demolish, change or alter any of
     the existing Improvements if such construction, removal, demolition, change
     or alteration would materially adversely affect Secured Party's Lien or
     security interest hereunder; (c) subject to Sections 1.10 and 1.16,
     promptly restore any Im provement which may be materially damaged or
     destroyed so that the same shall be at least equal to its value, condition,
     character, bulk, floor area and height immediately prior to the damage or
     destruction, and promptly pay when due all claims for labor per formed and
     materials furnished therefor; (d) to the extent the Trustor is obligated to
     do so under the Facility Lease comply in all material respects with all
     laws, ordinances, regulations, covenants, conditions and restrictions now
     or hereafter affecting the Property or any part thereof or the use thereof
     or requiring any alterations or improve ments; (e) not commit or permit any
     waste or deterioration (usual wear and tear excepted) of the Property; (f)
     to the extent the Trustor is obligated to do so under the Facility Lease,
     keep and maintain the grounds, sidewalks, parking and landscape areas which
     are part of the Premises in good and neat order and repair; (g) comply in
     all material respects with the provisions of any Lease, easement or other
     agreement affecting all or any part of the Property; (h) not commit, suffer
     or permit any act to be done in or upon the Property in material violation
     of any law, ordinance, regulation,

                                       10
<PAGE>
     covenant, condition or restriction now or hereafter affecting the Property
     or any parts thereof or the use thereof; and (i) not permit the
     Improvements or any part thereof to become deserted or unguarded.

               1.8 Required Insurance.

               Trustor shall at its expense, at all times, maintain and keep in
     full force and effect policies of insurance to the extent required by the
     terms of Section 5.3 of the Credit Agreement and the other Operative
     Agreements.

               1.9 Policy Provisions, Etc.

               (a) Each policy of insurance maintained by Trustor pursuant to
     Section 1.8 shall (1) provide for the benefit of the Creditors that 30
     days' prior written notice of suspension, cancellation, termination,
     modification, non-renewal or lapse or material change of coverage shall be
     given to the Secured Party; (2) name the Secured Party for the benefit of
     the Creditors as the loss payee (except for (i) instances where a landlord
     under a lease.has required that it be named a loss payee and (ii) errors
     and omissions insurance and other third party liability insurance); and (3)
     to the extent that neither the Secured Party nor the Creditors shall be
     liable for premiums or calls, name the Secured Party for the benefit of the
     Lenders as an additional insured.

               (b) Trustor shall pay as and when the same become due and payable
     the premiums for all insurance policies that Trustor is required to
     maintain hereunder, and all such policies shall be non-assessable. Trustor
     will deliver to Secured Party concurrently herewith certificates setting
     forth in reasonable detail the terms (including, without limitation, any
     applicable notice requirements) of all insurance policies that Trustor is
     required to maintain hereunder together with true and complete copies of
     such policies. Trustor shall also provide to Secured Party copies of such
     policies certified by the insurance companies issuing them promptly after
     Secured Party's request therefor; provided, however, that Secured Party may
     not request copies of such insurance policies more than once each calendar
     year unless an Event of Default has occurred and is continuing. Trustor
     will deliver to Secured Party, concurrently with each change in any such
     insurance policy relating to Trustor, a certificate with respect to such
     changed insurance policy certified by Trustor, in the same form and
     containing the same information as the certificates required to be
     delivered by Trustor pursuant to the first sentence of this subparagraph
     and with each renewal a certificate of Trustor certifying that all premiums
     then due thereon have been paid to the applicable insurers and that the
     same are in full force and effect.

               (c) Not later than thirty (30) days prior to the expiration,
     termination or cancellation of any insurance policy which Trustor is
     required to maintain hereun der, Trustor shall obtain a replacement policy
     or policies (or a binding commitment for such replacement policy or
     policies), which shall be effective no later than the date of

                                       11
<PAGE>
     the expiration, termination or cancellation of the previous policy, and
     shall deliver to Secured Party a certificate and a true and complete copy
     of such policy or policies which comply with the requirements of Sections
     1.8 and 1.9(a), or a copy of the binding commitment for such policy or
     policies. Trustor shall also provide to Secured Party originals of such
     policies or copies thereof certified by the insurance companies issuing
     them as soon as reasonably possible after Secured Party's request therefor.

               (d) Within thirty (30) days following the end of each policy
     period, and concurrently with the delivery of each replacement policy
     pursuant to Section 1.9(c), Trustor will deliver to Secured Party a report
     or reports by Trustor setting forth the particulars as to all insurance
     obtained by Trustor pursuant to Section 1.8 or Section 1.9 then in effect
     and stating that all premiums then due thereon have been paid to the
     applicable insurers, and that the same are in full force and effect.

               (e) From time to time, upon the occurrence of any material change
     in the use or operation of the Property, or in the availability of
     insurance required hereunder in the area in which the Property is located,
     Trustor will give Secured Party prompt notice of such change. Trustor will
     not take out separate or additional insur ance concurrent in form or
     contributing in the event of loss with that required to be maintained
     pursuant to this Deed of Trust unless such insurance complies with this
     Section 1.9.

               1.10 Insurance Proceeds.

               (a) Trustor shall give prompt written notice to Secured Party of
     the occurrence of any damage to or destruction of the Property in an amount
     exceeding $500,000 to repair or replace, whether or not covered by
     insurance.

               (b) In the event of any damage to or destruction of the Property
     or any part thereof, all proceeds of insurance shall be payable to Secured
     Party, and Trustor hereby authorizes and empowers Secured Party, at Secured
     Party's option and in Secured Party's sole discretion as attorney-in-fact
     for Trustor, to make proof of loss, adjust and compromise any claim in
     excess of $500,000 under any policy of insurance in effect with respect to
     the Property, appear in and prosecute any action arising from such
     insurance policies, collect and receive insurance proceeds and deduct
     therefrom Secured Party's expenses incurred in the collection of such
     proceeds.

               (c) In the event of any damage to or destruction of the Premises
     or any part thereof, Secured Party shall hold the balance of all insurance
     proceeds received (after deducting expenses) pursuant to Section 1.10(b)
     above, to be used to pay or reimburse Trustor in accordance with normal
     construction loan funding proce dures for the costs of reconstructing of
     the Premises if the following conditions are satisfied within sixty (60)
     days from the date of the damage or destruction:


                                       12
<PAGE>
                    (i) Trustor satisfies Secured Party that after such
     reconstruction is completed, the value of the Premises, as determined by
     Secured Party in its sole discretion, will not be less than the appraised
     value of the same immediately prior to the damage or destruction;

                    (ii) in Secured Party's opinion, the amount of such proceeds
     is sufficient to pay all costs of such reconstruction or Trustor deposits
     additional funds with Secured Party sufficient to pay the additional costs;

                    (iii) Trustor has delivered to Secured Party (A) a
     construction contract for the work of reconstruction in form and content
     acceptable to Secured Party with a contractor reasonably acceptable to
     Secured Party, (B) a copy of each permit and approval required by law in
     connection with the reconstruction, and (C) a surety bond for or guaranty
     to Secured Party of payment for and completion of the reconstruction, in
     form and substance reasonably satisfactory to Secured Party, in an amount
     no less than the estimated costs of the reconstruction under the
     construction contract; and

                    (iv) no Default or Event of Default has occurred and is
     continuing hereunder, under the Credit Agreement or under any of the other
     Operative Agreements.

If the insurance proceeds are held by Secured Party to be used to pay or
reimburse Trustor for the cost of reconstruction of the Premises, the Premises
shall be promptly and diligently restored by Trustor to the equivalent of their
condition immediately prior to the casualty in accordance with plans and
specifications approved by Secured Party or to such other condition as Secured
Party may approve in writing, and disbursements of such proceeds shall be in
accordance with disbursement procedures acceptable to Secured Party.

               (d) Any insurance proceeds not required to reconstruct the
     Premises or to satisfy the conditions set forth in clauses (i) through (v)
     of Section 1.10(c) above shall be applied in the manner set forth in
     Section 3.3 hereof as if the same were proceeds of sale; provided, however,
     that if after applying the insurance proceeds as set forth above Secured
     Party determines that the remaining security is inadequate to secure the
     remaining Obligations, Trustor shall, immediately upon demand from Secured
     Party, repay the principal of the Notes and Loans by an amount that will
     reduce the Obligations to a balance for which the Secured Party's Lien and
     security interest herein is adequate.

               (e) Provided that no Default or Event of Default has occurred
     (whether or not continuing), in the event that the damage to or destruction
     of the Property is an amount less than $500,000 to repair or replace,
     Trustor shall be entitled to receive all such proceeds and to apply such
     proceeds to the payment of the costs and expenses of repairing, restoring
     and operating the Property.


                                       13
<PAGE>
               (f) In the event of the foreclosure of this Deed of Trust
     pursuant to Section 4.1 or other transfer of the title to the Property in
     extinguishment, in whole or in part, of the Obligations secured hereby, all
     right, title and interest of Trustor in and to any insurance policy then in
     force or any proceeds thereof or any rights thereunder, shall pass to the
     purchaser or grantee at any foreclosure sale notwithstanding the amount of
     any bid at such foreclosure sale.

               1.11 Indemnification; Subrogation; Waivers.

               (a) The Trustor agrees to indemnify, reimburse and hold the
     Secured Party, and each of the other Creditors and their respective
     successors, assigns, employees, agents and servants (hereinafter in this
     Section 1.11 referred to individually as "Indemnitee" and collectively as
     "Indemnitees") harmless from any and all liabili ties, obligations, losses,
     damages, penalties, claims, actions, judgments, suits, costs, expenses or
     disbursements (including reasonable attorneys' fees and expenses) (for the
     purposes of this Section 1.11 the foregoing are collectively called
     "expenses") of whatsoever kind or nature which may be imposed on, asserted
     against or incurred by any of the Indemnitees in any way relating to or
     arising out of this Deed of Trust, any other Operative Agreement or the
     documents executed in connection herewith and therewith or in any other way
     connected with the administration of the transactions contemplated hereby
     and thereby or the enforcement of any of the terms of or the preservation
     of any rights under any thereof, or in any way relating to or arising out
     of the manufacture, ownership, ordering, purchase, delivery, control,
     acceptance, lease, financing, possession, operation, condition, sale,
     return or other disposition or use of the Property (including, without
     limitation, latent or other defects, whether or not discoverable), the
     violation of the laws of any country, state or other governmental body or
     unit, any tort (including, without limitation, claims arising or imposed
     under the doctrine of strict liability, or for or on account of injury to
     or the death of any Person (including any Indemnitee), or for property
     damage) or any contract claim; provided, however, that Trustor shall not be
     required to indemnify any Indemnitee for any expenses caused by the gross
     negligence or willful misconduct of such Indemnitee. Trustor agrees that
     upon written notice by any Indemnitee of any assertion that could give rise
     to an expense, Trustor shall assume full responsibility for the defense
     thereof.

               (b) Without limiting the application of Section 1.11(a), Trustor
     agrees to pay, indemnify and hold each Indemnitee harmless from and against
     any expenses which such Indemnitee may suffer, expend or incur in
     consequence of or growing out of any misrepresentation by Trustor in this
     Deed of Trust or any of the other Operative Agreements or in any statement
     or writing contemplated by or made or delivered pursuant to or in
     connection with this Deed of Trust or any of the other Operative
     Agreements.

               (c) If and to the extent that the obligations of Trustor under
     this Section 1.11 are unenforceable for any reason, Trustor hereby agrees
     to make the

                                       14
<PAGE>
     maximum contribution to the payment and satisfaction of such obligations
     (other than any such obligations caused by the gross negligence or willful
     misconduct of any Indemnitee) which is permissible under applicable law.

               (d) Any amounts paid by any Indemnitee as to which such Indemni
     tee has the right to reimbursement shall constitute Obligations secured
     under this Deed of Trust. The indemnity obligations of Trustor contained in
     this Section 1.11 shall continue in full force and effect notwithstanding
     the full payment of all Obligations and notwithstanding the discharge
     thereof.

               (e) Trustor waives any and all right to claim or recover against
     Indemnitees for loss or damage to Trustor, the Property, Trustor's property
     or the property of others under Trustor's control from any cause insured
     against or required to be insured against by the provisions of this Deed of
     Trust, except any such loss or damage caused by the gross negligence of
     willful misconduct of any such Indemnitee.

               (f) All sums payable by Trustor under this Deed of Trust shall be
     paid without counterclaim, setoff, or deduction and without abatement,
     suspension, deferment, diminution or reduction, and the obligations and
     liabilities of Trustor hereunder shall in no way be released, discharged or
     otherwise affected (except as expressly provided herein) by reason of: (i)
     any damage to or destruction of or any condemnation or similar taking of
     the Property or any part thereof; (ii) any restriction or prevention of or
     interference with any use of the Property or any part thereof; (iii) any
     title defect or encumbrance or any eviction from the Property or any part
     thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency,
     reorganization, composition, adjustment, dissolution, liquidation or other
     like proceeding relating to Secured Party, any of the Creditors or Trustor,
     or any action taken with respect to this Deed of Trust by any trustee or
     receiver of Secured Party, any of the Creditors or Trustor; (v) any claim
     which Trustor has or might have against Secured Party, or any of the
     Creditors; (vi) any default or failure on the part of Secured Party to
     perform or comply with any of the terms hereof; or (vii) any other
     occurrence whatsoever, whether similar or dissimilar to the foregoing,
     whether or not Trustor shall have notice or knowledge of any of the
     foregoing. Trustor waives to the extent permissible by law all rights now
     or hereafter conferred by statute or otherwise to any abatement, suspen
     sion, deferment, diminution or reduction of any of the Obligations.

               1.12 Impositions.

               (a) To the extent the Trustor is obligated to do so under the
     Facility Lease Trustor will pay when due all real property taxes and
     assessments, general and special, and all other taxes and assessments of
     any kind or nature whatsoever, includ ing, without limitation, public,
     governmental or nongovernmental levies, assessments or charges, such as
     assessments on appurtenant water stock, maintenance charges, owner
     association dues or charges and fees, levies or charges resulting from
     covenants,

                                       15
<PAGE>
     conditions and restrictions affecting the Property, which are assessed or
     imposed upon any of the Property, or arising in respect of the operation,
     occupancy, use or posses sion thereof (all of which taxes, assessments and
     other public, governmental or nongovernmental charges of like or different
     nature are hereinafter referred to as "Impositions"); provided, however,
     that if, by law, any such Imposition is payable, or may at the option of
     the payer be paid, in installments, Trustor may pay the same together with
     any accrued interest on the unpaid balance of such Imposition in install
     ments as the same may become due.

               (b) If under the provisions of any law or ordinance now or
     hereafter in effect there shall be assessed or imposed: (i) a tax or
     assessment on the Property in lieu of or in addition to the Impositions
     payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license
     fee, tax or assessment imposed on Secured Party and measured by or based in
     whole or in part upon the amount of the outstanding Obliga tions, then all
     such taxes, assessments or fees shall be deemed to be included within the
     term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall
     pay and discharge or cause to be paid and discharged the same as herein
     provided or shall reimburse or otherwise compensate Secured Party for the
     payment thereof. In the event any such law or ordinance specifically
     provides that Trustor may not pay, reimburse or otherwise compensate
     Secured Party for the payment of such tax, assessment or fee, then, at the
     option of Secured Party, Secured Party may declare all of the Obligations
     to be due and payable within sixty (60) days and the failure of Trustor to
     pay the Obligations within such period shall be an Event of Default
     entitling Secured Party to exercise any of the remedies set forth in this
     Deed of Trust.

               (c) Subject to the provisions of subparagraph (d) hereof, Trustor
     covenants to furnish to Secured Party, within thirty (30) days after the
     date when any interest or penalty shall accrue for nonpayment of
     Impositions, official receipts of the appropriate taxing or other
     authority, or other proof reasonably satisfactory to Secured Party,
     evidencing the payment thereof.

               (d) If an Event of Default shall occur and be continuing, at the
     request of Secured Party, Trustor shall pay to Secured Party on the first
     Business Day of each month an amount equal to one-twelfth of the annual
     total of Impositions estimated by Secured Party to be assessed against the
     Property in order to pay the installment of Impositions next due on the
     Property. In such event, Trustor further agrees to cause all bills,
     statements or other documents relating to Impositions to be sent or mailed
     directly to Secured Party. Provided Trustor has deposited sufficient funds
     with Secured Party pursuant to this Section 1.12, Secured Party shall pay
     on or prior to the due date thereof, such amounts as may be due thereunder
     out of the funds so deposited. Notwithstanding the foregoing, nothing
     contained herein shall cause Secured Party to be deemed a trustee of said
     funds or obligate Secured Party to pay any amount in excess of the amount
     deposited pursuant to this Section 1.12. If at any time and for any reason
     the funds deposited with Secured Party are or will be insufficient to

                                       16
<PAGE>
     pay such amounts as may then be due, Secured Party shall notify Trustor and
     Trustor shall immediately deposit an amount equal to such deficiency with
     Secured Party. Should Trustor fail to deposit with Secured Party sums
     sufficient to fully pay such Impositions when due, Secured Party may, at
     Secured Party's election, but without any obligation to do so, advance any
     amounts required to make up the deficiency. Trustor shall, on demand,
     reimburse Secured Party for said amount. Should an Event of Default occur
     and be continuing hereunder, Secured Party may, at any time at Secured
     Party's option, apply any sums or amounts then held by it pursuant hereto
     (including, without limitation, any income earned thereon) to the payment
     or discharge of the Obligations in the manner set forth in Section 3.3
     hereof as if the same were proceeds of sale. The receipt, use or
     application of any such sums paid by Trustor to Secured Party hereunder
     shall not be construed to affect the maturity of any of the Obligations or
     to otherwise affect any of the rights or powers of Secured Party hereunder
     or any of the obligations of Trustor hereunder.

              (e) Trustor will pay all taxes, charges, filing, registration and
     recording fees, excises and levies imposed in connection with the recording
     of this Deed of Trust or imposed upon Secured Party by reason of its
     ownership of this Deed of Trust or any mortgage supplemental hereto, and
     shall pay any and all Internal Revenue stamp taxes and other taxes required
     to be paid on any of the Obligations (other than taxes required to be paid
     by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the
     event Trustor fails to make any such payment within five (5) Business Days
     after written notice thereof from Secured Party, then Secured Party shall
     have the right, but shall not be obligated to, pay the amount due and
     Trustor shall, on demand, reimburse Secured Party for said amount.

               1.13 Utilities. To the extent the Trustor is obligated to do so
     under the Facility Lease Trustor will pay when due all utility charges
     which are incurred by Trustor for the benefit of the Property or which may
     become a charge or Lien against the Property for gas, electricity, steam,
     water or sewer services furnished to the Property and all other assessments
     or charges of a similar nature, whether public or private, affecting the
     Property whether or not such taxes, assessments or charges are Liens
     thereon.

               1.14 Actions Affecting Property. Trustor will appear in and
     contest any action or proceeding purporting to affect the security hereof
     or the rights or powers of Secured Party hereunder; and Trustor will pay
     all reasonable costs and expenses incurred by Trustor, including cost of
     evidence of title and reasonable attorneys' fees, in any such action or
     proceeding.

               1.15 Actions by Secured Party to Preserve Property. Should
     Trustor fail to pay or perform any of the Obligations, after expiration of
     any applicable notice and cure period, Secured Party may pay or perform the
     same in such manner and to such extent as it may deem necessary in its sole
     discretion. In connection therewith,

                                       17
<PAGE>
     without limiting its general powers, Secured Party shall have and is hereby
     given the right, but not the obligation: (a) to enter upon and take
     possession of the Premises; (b) to make additions, alterations, repairs and
     improvements to the Property which are reasonably necessary or proper to
     keep the Property in good condition and repair; (c) to appear and
     participate in any action or proceeding affecting or which may affect the
     security hereof or the rights or powers of Secured Party; (d) to pay,
     purchase, contest or compromise any encumbrance, claim, charge, Lien or
     debt which may affect the security of this Deed of Trust or be prior or
     superior hereto; and (e) in exercising such powers, to pay all necessary
     expenses, including the reasonable fees and expenses of counsel or other
     necessary or desirable consultants. Trustor shall, on demand therefor by
     Secured Party, pay or reimburse Secured Party for all reasonable costs and
     expenses incurred by Secured Party in connection with the exercise by
     Secured Party of the foregoing rights, including, without limitation, cost
     of evidence of title, court costs, appraisal costs, surveys and reasonable
     attorneys' fees. In the event this Deed of Trust is placed in the hands of
     an attorney for the collection of any sum secured hereby, Trustor agrees to
     pay on demand all reasonable costs of collection, including reason able
     attorneys' fees, incurred by Secured Party, either with or without the
     institution of any action or proceeding, and in addition to all costs,
     disbursements and allowances provided by law.

               1.16 Eminent Domain.

               (a) Should the Property or any part thereof or interest therein,
     be taken or damaged by reason of any public improvements or condemnation
     proceeding or in any other similar manner ("Condemnation"), or should
     Trustor receive any notice or other information thereof, Trustor shall give
     prompt written notice thereof to Secured Party.

               (b) If requested by Secured Party, Trustor shall file or
     otherwise defend its rights under the condemnation proceeding and prosecute
     the same with due diligence to its final disposition and shall cause any
     awards or settlements to be paid over to Secured Party for disposition
     pursuant to the terms of this Deed of Trust. Trustor may be the nominal
     party in such proceeding, but Secured Party shall be entitled to
     participate in and to control the same and to be represented therein by
     counsel of its choice, and Trustor will deliver or cause to be delivered to
     Secured Party such instruments as may be requested by it from time to time
     to permit such participa tion. If the Property or any part thereof is taken
     or diminished in value, or if the consent settlement is entered, by or
     under threat of such proceeding, the award or settlement payable to Trustor
     by virtue of its interest in the Property shall be and hereby is assigned,
     transferred and set over unto Secured Party to be held by it, in trust,
     subject to the Lien and security interest of this Deed of Trust. Any such
     award or settlement shall be first applied to reimburse Trustor and Secured
     Party for all costs and expenses, including, without limitation, reasonable
     attorneys' fees, incurred in

                                       18
<PAGE>
     connection with the collection of such award or settlement. The balance of
     such award or settlement shall be, at Secured Party's option:

                    (i) applied in the manner set forth in Section 3.3 hereof as
     if the same were proceeds of sale; or

                    (ii) held by Secured Party to be used in accordance with the
     provisions of Section 1.10(c) above to pay or reimburse Trustor for the
     costs of rebuilding, reconstruction or repair of the Premises if the
     conditions set forth in such section are satisfied within thirty (30) days
     from the date of such award or settlement;

     provided, however, that if after applying the award or settlement as set
     forth above Secured Party determines that the remaining security is
     inadequate to secure the remaining Obligations, Trustor shall, immediately
     upon demand from Secured Party, repay the principal of the Notes and Loans
     by an amount that will reduce the Obliga tions to a balance for which the
     Secured Party's Lien and security interest herein is adequate.

               1.17 Successors and Assigns. This Deed of Trust applies to,
     inures to the benefit of and binds the parties hereto and their respective
     successors and assigns. In the event the ownership of the Property becomes
     vested in a Person other than Trustor, Secured Party may, without notice to
     Trustor, deal with such successor or successors in interest with reference
     to this Deed of Trust and the Obligations in the same manner as with
     Trustor, and may alter the interest rate and/or alter or extend the terms
     of payment of any of the Obligations without notice to Trustor and such
     action shall not in any way affect the liability of Trustor here-under or
     the Lien or priority of this Deed of Trust with respect to any part of the
     Property covered hereby.

               1.18 Liens. Trustor will pay or procure the discharge of, at
     Trustor's cost and expense, all Liens (other than Permitted Lien) upon the
     Property or any part thereof or interest therein within ten (10) Business
     Days after Trustor learns of the filing thereof. If Trustor shall fail to
     discharge any such Lien within such ten (10) Business Day period, then, in
     addition to any other right or remedy of Secured Party, Secured Party may,
     but shall not be obligated to, discharge the same, either by paying the
     amount claimed to be due, or by procuring the discharge of such Lien by
     depositing in court a bond for the amount claimed or otherwise giving
     security for such claim, or in such manner as is or may be prescribed by
     law; and all funds advanced by Secured Party to pay such obligations,
     liabilities, costs and expenses (together with interest thereon at the
     Default Rate from the date of demand until paid) shall be reimbursed by
     Trustor upon demand by Secured Party; and all such advances with interest
     thereon as aforesaid shall be secured hereby.

               1.19 Secured Party's Powers. Without affecting the liability of
     any other Person liable for the payment of any obligation herein mentioned,
     and without

                                       19
<PAGE>
     affecting the Lien or charge of this Deed of Trust upon any portion of the
     Property not then or theretofore released as security for the Obligations,
     Secured Party may, from time to time and without notice, but subject to
     Section 9.1 of the Credit Agreement: (a) release any Person so liable; (b)
     extend the maturity or alter any of the terms of any such obligation; (c)
     grant other indulgences; (d) release or cause to be released at any time at
     Secured Party's option any parcel, portion or all of the Property; (e) take
     or release any other or additional security for any obligation herein
     mentioned; (f) while an Event of Default is continuing, make compositions
     or other arrangements with debtors or other mortgagors in relation to this
     Deed of Trust; (g) advance additional funds to protect the security hereof;
     (h) while an Event of Default is continuing, pay or discharge any or all of
     the Obligations; (i) consent in writing to the making of any map or plat
     thereof; (j) join in granting any easement thereon; or (k) join in any
     extension agreement or any agreement subordinating the Lien or charge
     hereof; and, in any case referred to in clauses (g) or (h), all amounts so
     advanced, with interest thereon at the Default Rate from the date of demand
     until paid, shall be secured hereby.

               1.20 Permitted Contests. Notwithstanding anything to the contrary
     contained in this Deed of Trust, Trustor at its expense may contest (after
     prior written notice to Secured Party), by appropriate legal,
     administrative or other proceedings conducted in good faith and with due
     diligence, the amount or validity or application, in whole or in part, of
     any Imposition or Lien therefor or any law, ordinance, regula tion,
     covenant, condition or restriction or the application of any instrument of
     record affecting the Property or any part thereof or any claims of
     mechanics, materialmen, suppliers or vendors and Lien therefor; provided
     that (a) in the case of any Impositions or Lien therefor or any claims of
     mechanics, materialmen, suppliers or vendors and Lien therefor, such
     proceedings shall suspend the collection thereof from Secured Party and the
     Property, (b) neither the Property nor any part thereof or interest therein
     will be sold, forfeited or lost if Trustor pays the amount or satisfies the
     condition being contested, and Trustor would have the opportunity to do so
     in the event of Trustor's failure to prevail in the contest, (c) Secured
     Party and the Creditors shall not, by virtue of such permitted contest, be
     in any danger of any criminal liability, or any civil liability, and
     neither the Property nor any interest therein would be subject to the
     imposition of any Lien which would have priority over the Lien of this Deed
     of Trust, and (d) Trustor shall have furnished to Secured Party a good and
     sufficient bond or surety as reasonably requested by and reasonably
     satisfactory to Secured Party if the failure to comply with such
     Imposition, law, ordinance, regulation, covenant, condition or restriction
     will result in a Lien or charge against the Property in excess of $500,000.

               1.21 Continued Occupancy. If at any time the then existing use or
     occupancy of any part of the Property shall, pursuant to any zoning or
     other law, ordinance or regulation, be permitted only so long as such use
     or occupancy shall continue, Trustor shall not cause or permit such use or
     occupancy to be discontinued without the prior written consent of Secured
     Party.

                                       20
<PAGE>
               1.22 Inspections. Subject to the provisions of any Lease or any
     applicable law, Trustor hereby authorizes Secured Party, its agents,
     representatives or workmen, to enter at any reasonable time during normal
     business hours after at least twenty-four (24) hours advance notice to
     Trustor (except that with respect to any emergency, Secured Party, its
     agents, representatives or workers may enter during such time of emergency)
     upon or in the Premises for the purpose of inspecting the same, and for the
     purpose of performing any of the acts which Secured Party is authorized to
     perform under the terms of this Deed of Trust.

               1.23 Actions by Trustee. At any time, or from time to time,
     without liability therefor and without notice, upon written request of
     Secured Party and presentation of this Deed of Trust, and without affecting
     the personal liability of any Person for payment of the Obligations secured
     hereby or the effect of this Deed of Trust upon the remainder of the
     Property, Trustee may (i) reconvey any part of the Property; (ii) consent
     in writing to the making of any map or plat thereof; (iii) join in granting
     any easement thereon; or (iv) join in any extension agreement or any agree
     ment subordinating the Lien or charge hereof.

               1.24 Hypothecation, Transfers. Trustor shall not, except as
     expressly permitted by the Credit Agreement, hypothecate, convey, sell,
     lease or otherwise dispose of (or agree to do any of the foregoing at any
     future time) all or any part of the Property.


                                   ARTICLE 2.
                               SECURITY AGREEMENT

               2.1 Creation of Security Interest. This Deed of Trust creates a
     Lien on the Property, and to the extent the Property is not real property
     under applicable law (such Property hereinafter referred to as the "Secured
     Property"), this Deed of Trust constitutes a security agreement under the
     Uniform Commercial Code and any other applicable law.

               The grant of a security interest to Secured Party in the granting
     clauses of this Deed of Trust shall not be construed to derogate from or
     impair the Lien or provisions of or the rights of Secured Party under this
     Deed of Trust with respect to any property described herein which is real
     property or which the parties have agreed to treat as real property. The
     hereby stated intention of Trustor and Secured Party is that everything
     used in connection with the production of income from such real property or
     adopted for use thereon is, and at all times and for all purposes and in
     all proceedings, both legal and equitable, shall be regarded as real
     property, irrespective of whether or not the same is physically attached to
     the land or the improvements thereon. If required by Secured Party, at any
     time during the term of this Deed of Trust, Trustor will execute and
     deliver to Secured Party, in form satisfactory to

                                       21
<PAGE>
     Secured Party, additional security agreements, financing statements and/or
     other instruments covering all Personal Property or fixtures of Trustor
     which may at any time be furnished, placed on, or annexed or made
     appurtenant to the Real Property or used, useful or held for use, in the
     operation of the Improvements.

               Trustor hereby irrevocably constitutes and appoints Secured Party
     the attorney-in-fact of Trustor, to execute, deliver and file with the
     appropriate filing officer or office such security agreements, financing
     statements and/or other instru ments as Secured Party may reasonably
     request or reasonably require in order to impose and perfect the Lien and
     security interest hereof more specifically on the Personal Property or any
     fixtures.

               If Trustor enters into a separate security agreement with Secured
     Party relating to any of the Personal Property or fixtures, the terms of
     such security agree ment shall govern the rights and remedies of Secured
     Party in the event of a default thereunder.

               It is understood and agreed that, in order to protect Secured
     Party from the effect of Uniform Commercial Code Section 9313, as amended
     from time to time, in the event that (i) Trustor intends to purchase any
     goods which may become fixtures attached to the Premises, or any part
     thereof, and (ii) such goods will be subject to a purchase money security
     interest held by a seller or any other party:

               (a) Except as provided in Section 7 of the Credit Agreement,
     Trustor shall, before executing any security agreement or other document
     evidencing such security interest, obtain the prior written approval of
     Secured Party, and all requests for such written approval shall be in
     writing and contain the following information:

                    (i) a description of the fixtures to be replaced, added to,
     installed or substituted;

                    (ii) the address at which the fixtures will be replaced,
     added to, installed or substituted: and

                    (iii) the name and address of the proposed holder and pro
     posed amount of the security interest.

     Trustor's execution of any such security agreement or other document
     evidencing such security interests in contravention of this subparagraph
     (a) shall be a material breach of Trustor's covenants under this Deed of
     Trust, and shall, at the option of Secured Party, entitle Secured Party to
     all rights and remedies provided for herein upon the occurrence and
     continuance of an Event of Default. No consent by Secured Party pursuant to
     this subparagraph shall be deemed to constitute an agreement to subordinate
     any right of Secured Party in fixtures or other property covered by this
     Deed of Trust.

                                       22
<PAGE>
               (b) If at any time Trustor fails to make any payment when due and
     payable on an obligation secured by a purchase money security interest in
     any fixture, Secured Party, at its option, may at any time pay the amount
     secured by such security interest and the amount so paid shall be payable
     on demand by Trustor to Secured Party.

               (c) Secured Party shall have the right to acquire by assignment
     from the holder of such security interest any and all contract rights,
     accounts receivable, negotiable or nonnegotiable instruments, or other
     evidence of Trustor's indebtedness for such Personal Property or fixtures,
     and, upon acquiring such interest by assign ment, shall have the right to
     enforce the security interest as assignee thereof, in accor dance with the
     terms and provisions of the Uniform Commercial Code then in effect, and in
     accordance with any other provisions of law.

               (d) Whether or not Secured Party has paid the indebtedness
     secured by or taken an assignment of such security interest, Trustor
     covenants to pay all sums when due and payable and perform all obligations
     secured thereby, and if Trustor at any time shall be in default under such
     security agreement after the exhaustion of all applicable notice and cure
     periods provided for herein, or such greater time as provided for in an
     applicable Operative Agreement, it shall be a material breach of Trustor's
     covenants under this Deed of Trust.

               2.2 Representations, Warranties and Covenants of Trustor. Trustor
     hereby represents, warrants and covenants as follows:

               (a) Trustor is, and as to all Secured Property acquired after the
     date hereof will be, the sole owner of the Secured Property, free from any
     Lien, security interest, encumbrance or claim thereon of any kind
     whatsoever (other than Permitted Liens). Trustor will notify Secured Party
     of, and will defend the Secured Property against, all claims and demands of
     all Persons at any time claiming the Secured Property or any interest
     therein other than such interests as are permitted herein.

               (b) Except as otherwise provided in clauses (a) or (d) of this
     Section 2.2, or in the Credit Agreement, or in connection with conveyance
     of the Property, or a portion thereof permitted elsewhere in this Deed of
     Trust, Trustor will not assign, pledge, encumber, lease, sell, convey or in
     any manner transfer any item of the Secured Property, without the prior
     written consent of Secured Party.

               (c) The Secured Property is not used or bought for personal,
     family or household purposes.

               (d) Except as otherwise provided in clauses (a) or (b) of this
     Section 2.2, the Secured Property will be kept on or at the Premises or at
     such other location as Secured Party may approve, and Trustor will not
     remove any portion or item of

                                       23
<PAGE>
     Secured Property affixed or attached to the Premises without the prior
     written consent of Secured Party which consent shall not be unreasonably
     withheld, except such portions or items of Secured Property which are
     consumed or worn out in ordinary usage or removed in the ordinary course of
     business and promptly replaced by Trustor with new items of equal or
     greater quality or utility.

               (e) Trustor maintains its principal place of business at
     Wilmington Trust Company, Rodney Square North, 1100 Market Street,
     Wilmington, Delaware, 19890. Trustor will immediately notify Secured Party
     in writing of any change in its principal place of business.

               (f) Trustor shall cause all financing and continuation statements
     and other instruments with respect to the Secured Property at all times to
     be kept recorded, filed or registered in such manner and in such places as
     may be required by law to fully evidence, perfect and secure the interests
     of Secured Party in the Secured Property, and shall pay all filing fees in
     connection therewith. At the request of Secured Party, Trustor will join
     Secured Party in executing one or more financing statements with respect to
     the Secured Property, and renewals, continuation statements and amendments
     thereof, pursuant to the Uniform Commercial Code in customary form, and
     will pay the cost of filing the same in all public offices wherever filing
     is necessary to the effectiveness thereof. Without limiting the foregoing,
     Trustor hereby irrevocably appoints Secured Party its attorney-in-fact to
     execute, deliver and file such instruments for or on behalf of Trustor upon
     Trustor's failure to do so within a reasonable time after demand, and
     Trustor will pay the cost of any such filing.

               2.3 Survival of Security Agreement. Notwithstanding any release
     of any or all of the property included in the Property which is deemed
     "real property", any proceedings to foreclose this Deed of Trust or its
     satisfaction of record, the terms hereof shall survive as a security
     agreement with respect to the security interest created hereby and referred
     to above until the repayment or satisfaction in full of the Obliga tions.


                                   ARTICLE 3.
                         EVENTS OF DEFAULT AND REMEDIES

               3.1 Events of Default.

               (a) The occurrence of any of the following events shall be deemed
     an Event of Default hereunder (an "Event of Default"):

                    (i) the occurrence of an Event of Default under the Credit
     Agreement or other Operative Agreement after the expiration of any
     applicable cure period;

                                       24
<PAGE>
                    (ii) the occurrence of an Event of Default under the Lease;
     or

                    (iii) a default in the performance of any other covenant
     herein and not in the Credit Agreement.

               (b) Upon the occurrence of an Event of Default, Secured Party may
     in accordance with Section 6 of the Credit Agreement declare all sums
     secured hereby immediately due and payable, commence an action to foreclose
     this Deed of Trust as a mortgage, and/or deliver to Trustee a written
     declaration of default and demand for sale and of written notice of default
     and of election to cause to be sold the Property, which notice Trustee
     shall cause to be duly filed for record in case of foreclosure by exercise
     of the power of sale herein. Should Secured Party elect to foreclose by
     exercise of the power of sale herein, Secured Party shall also deposit with
     Trustee this Deed of Trust and such receipts and evidence of expenditures
     made and secured hereby as Trustee may require, and notice of sale having
     been given as then required by law and after lapse of such time as may then
     be required by law after recordation of such notice of default, Trustee,
     without demand on Trustor, shall sell the Property at the time and place of
     sale fixed by it in such notice of sale as Secured Party may direct, either
     as a whole or in separate parcels, as Secured Party may determine, at
     public auction to the highest bidder for cash (or by credit bid) in lawful
     money of the United States, payable at time of sale. Secured Party shall
     have the right to direct the order in which separate parcels shall be sold
     and Trustor shall have no right to direct the order in which separate
     parcels are sold. Trustee may postpone sale of all or any portion of the
     Property by public announcement at such time and place of sale, and from
     time to time thereafter may postpone such sale by public announcement at
     the time fixed by the preceding postponement. Trustee shall deliver to such
     purchaser its deed conveying the Property, or any portion thereof, so sold
     but without any covenant or warranty, express or implied. The recitals in
     such deed of any matters or facts shall be conclusive proof of the
     truthfulness thereof. Any Person, including Trustor, Trustee or Secured
     Party, may purchase at such sale by credit bid or otherwise.

               Secured Party may proceed as to the Personal Property in
     accordance with Secured Party's rights and remedies with respect to the
     Property or sell the Personal Property separately and without regard to the
     remainder of the Property in accordance with Secured Party's rights and
     remedies provided by the Uniform Com mercial Code as well as other rights
     and remedies available at law or in equity.

               Trustor waives all rights, legal and equitable, it may now or
     hereafter have to require marshalling of assets or to require upon
     foreclosure sales of assets in a particular order. Each successor and
     assign of Trustor, including without limitation, a holder of a Lien
     subordinate to the Lien-created hereby (without implying that Trustor has,
     except as expressly provided herein, a right to grant an interest in, or a
     subordi nate Lien on, the Property), by acceptance of its interest or Lien
     agrees that it shall be bound by the above waiver, as if it gave the waiver
     itself.

                                       25
<PAGE>
               3.2 Discontinuance of Proceedings. Secured Party, from time to
     time before the Trustee's sale pursuant to Section 3.1, may rescind any
     notice of breach or default and of election to cause to be sold the
     Property by executing and delivering to Trustee a written notice of such
     rescission, which notice, when recorded, shall also constitute a
     cancellation of any prior declaration of default and demand for sale. The
     exercise by Secured Party of such right of rescission shall not constitute
     a waiver of any breach or default then existing or subsequently occurring
     or impair the right of Secured Party to execute and deliver to Trustee, as
     above provided, other declarations of default and demand for sale, and
     notices of breach or default, and of election to cause to be sold the
     Property to satisfy the obligations hereof, nor otherwise affect any
     provision, covenant or condition of this Deed of Trust or any of the
     rights, obligations or remedies of the parties thereunder or hereunder.

               3.3 Application of Proceeds of Sale.

               (a) Upon a sale of all or part of the Property pursuant to
     Section 3.1, after deducting all reasonable costs, fees and expenses of
     Trustee and of this Deed of Trust, including reasonable attorneys' fees,
     expenses and costs of investigation, all as actually incurred and
     including, without limitation, reasonable attorneys' fees, costs and
     expenses of investigation incurred in appellate proceedings or in any
     action or participation in, or in connection with, any case or proceeding
     under Chapters 7, 11 or 13 of the Bankruptcy Code or any successor thereto,
     Trustee shall deliver the proceeds of sale to Secured Party for
     application, as follows:

                    (i) First, to (A) any and all sums advanced by the Secured
     Party to preserve the Property or preserve its Lien and security interest
     therein, and (B) in the event of any proceeding for the collection or
     enforcement of any of the Obliga tions, after an Event of Default shall
     have occurred and be continuing, the expenses of retaking, holding,
     operating, managing, preparing for sale or lease, selling or other wise
     disposing of or realizing on the Property, or of any exercise by the
     Secured Party of its rights hereunder, together with reasonable attorneys'
     fees and court costs;

                    (ii) Second, to the extent proceeds remain after the
     application pursuant to the preceding clause (i), an amount equal to the
     outstanding Primary Obligations shall be paid to the Creditors, with each
     Creditor receiving an amount equal to such outstanding Primary Obligations
     or, if the proceeds are insufficient to pay in full all such Primary
     Obligations, its Pro Rata Share of the amount remaining to be distributed;

                    (iii) Third, to the extent proceeds remain after the
     application pursuant to the preceding clauses (i) and (ii), an amount equal
     to the outstanding Secondary Obligations shall be paid to the Creditors,
     with each Creditor receiving an amount equal to its outstanding Secondary
     Obligations or, if the proceeds are insuffi-

                                       26
<PAGE>
     cient to pay in full all such Secondary Obligations, its Pro Rata Share of
     the amount remaining to be distributed; and

                    (iv) Fourth, to the extent proceeds remain after the
     application pursuant to the preceding clauses (i) through (iii), inclusive,
     and following the recon veyance of this Deed of Trust, to the Trustor or to
     whomever may be lawfully entitled to receive such surplus.

               (b) For purposes of this Deed of Trust (i) "Pro Rata Share" shall
     mean, when calculating a Creditor's portion of any distribution or amount,
     that amount (expressed as a percentage) equal to a fraction the numerator
     of which is the then unpaid amount of such Creditor's Primary Obligations
     or Secondary Obligations, as the case may be, and the denominator of which
     is the then outstanding amount of all Primary Obligations or Secondary
     Obligations, as the case may be, (ii) "Primary Obligations" shall mean (A)
     in the case of the Credit Agreement Obligations, all principal of, and
     interest on, all Loans (together with all interest accrued thereon), and
     all Commitment Fees and (iii) "Secondary Obligations" shall mean all
     Obligations other than Primary Obligations.

               (c) When payments to Creditors are based upon their respective
     Pro Rata Shares, the amounts received by such Creditors hereunder shall be
     applied (for purposes of making determinations under this Section 3.3 only)
     (i) first, to their Primary Obligations and (ii) second, to their Secondary
     Obligations. If any payment to any Creditor of its Pro Rata Share of any
     distribution would result in overpayment to such Creditor, such excess
     amount shall instead be distributed in respect of the unpaid Primary
     Obligations or Secondary Obligations, as the case may be, of the other
     Creditors, with each Creditor whose Primary Obligations or Secondary
     Obligations, as the case may be, have not been paid in full to receive an
     amount equal to such excess amount multiplied by a fraction the numerator
     of which is the unpaid Primary Obliga tions or Secondary Obligations, as
     the case may be, of such Creditor and the denomi nator of which is the
     unpaid Primary Obligations or Secondary Obligations, as the case may be, of
     all Creditors entitled to such distribution.

               (d) All payments required to be made hereunder shall be made to
     the Secured Party as Administrative Agent under the Credit Agreement for
     the account of the Creditors.

               (e) Unless it has actual knowledge (including by way of written
     notice from a Creditor) to the contrary, the Secured Party, in acting
     hereunder, shall be entitled to assume that no Secondary Obligations are
     outstanding.

               3.4 Secured Party Statement. Trustee, upon presentation to it of
     an affidavit signed by or on behalf of Secured Party, setting forth any
     fact or facts showing a default by Trustor under any of the terms or
     conditions of this Deed of

                                       27
<PAGE>
     Trust, is authorized to accept as true and conclusive all facts and
     statements in such affidavit and to act hereunder in complete reliance
     thereon.

               3.5 Remedies Upon Default. Trustor covenants and agrees that
     should an Event of Default occur, then Secured Party, or Trustee upon
     written instructions from Secured Party (the legality thereof to be
     determined solely by Secured Party), may, without notice to or demand upon
     Trustor, without releasing Trustor from any obligation here-under and
     without waiving its right to declare an Event of Default or impairing any
     declaration of default or election to cause the Property to be sold or any
     sale proceeding predicated thereon:

               (a) make or do the same in such manner and to such extent as
     either Secured Party or Trustee may deem reasonably necessary to protect
     the security hereof, Secured Party and Trustee being authorized to enter
     upon and take possession of the Premises for such purposes, and any sums
     reasonably expended for such purposes shall become part of the Obligations
     secured hereby;

               (b) commence, appear in and/or defend any action or proceedings
     purporting to affect the security hereof, and/or any additional or other
     security therefor, the interests, rights, powers and/or duties of Trustee
     and/or Secured Party hereunder, whether brought by or against Trustor,
     Trustee or Secured Party;

               (c) pay, purchase, contest or compromise any claim, debt, Lien,
     charge or encumbrance which in the judgment of either may affect or appear
     to affect the security of this Deed of Trust, the interests of Secured
     Party or the rights, powers and/or duties of Trustee and/or Secured Party
     hereunder and any sums reasonably expended for such purposes shall become
     part of the Obligations secured hereby; and

               (d) Secured Party is authorized either by itself or by its agent
     to be appointed by it for that purpose or by a receiver appointed by a
     court of competent jurisdiction, to enter into and upon and take and hold
     possession of any portion or all of the Property, both real and personal,
     and exclude Trustor and all other Persons therefrom; and to operate and
     manage the Property and rent and lease the same, perform such reasonable
     acts of repair or protection as may be reasonably necessary or proper to
     conserve the value thereof, and collect any and all income, rents, issues,
     profits and proceeds therefrom, the same being hereby assigned and
     transferred to Secured Party, for the benefit and protection of Secured
     Party, and from time to time apply and/or accumulate such income, rents,
     issues, profits and proceeds in the manner set forth in Section 3.3 hereof
     as if the same were proceeds of sale. The collection and/or receipt of
     income, rents, issues, profits and/or proceeds from the Property by Secured
     Party, its agent or receiver, after declaration of default and election to
     cause the Property to be sold under and pursuant to the terms of this Deed
     of Trust shall not affect or impair such default or declaration of default
     or election to cause the Property to be sold or any sale proceedings
     predicated thereon, but such proceedings may be

                                       28
<PAGE>
     conducted and sale effected notwithstanding the receipt and/or collection
     of any such income, rents, issues, profits and/or proceeds.

               Neither Trustee nor Secured Party shall be under any obligation
     to make any of the payments or do any of the acts referred to in this
     Section 3.5 and any of the actions referred to in this Section 3.5 may be
     taken by Secured Party irrespective of whether any notice of default or
     election to sell has been given hereunder and without regard to the
     adequacy of the security for the Obligations.


                                   ARTICLE 4.
                                 FIXTURE FILING

               4.1 Fixture Filing. This Deed of Trust shall be effective as a
     financing statement filed as a fixture filing with respect to all fixtures
     included in the Property and is to be filed and recorded in, among other
     places, the real estate records of the county where the Real Property is
     located as set forth on Exhibit A. The record owner of the Property is Fred
     Meyer, Inc.


                                   ARTICLE 5.
                                  MISCELLANEOUS

               5.1 Choice of Law. SECURED PARTY, TRUSTEE AND TRUS TOR AGREE THAT
     THE RIGHTS AND OBLIGATIONS UNDER THIS DEED OF TRUST SHALL BE GOVERNED BY
     AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF
     NEW YORK.

               5.2 Amendments. etc. This Deed of Trust cannot be waived,
     changed, discharged or terminated orally, but only by an instrument in
     writing signed in accordance with Section 9.1 of the Credit Agreement.

               5.3 Limitation of Interest. It is the intent of Trustor and
     Secured Party in the execution of this Deed of Trust and all other
     instruments evidencing or securing the Obligations to contract in strict
     compliance with the relevant usury laws. In furtherance thereof, Secured
     Party and Trustor stipulate and agree that none of the terms and provisions
     contained herein shall ever be construed to create a contract for the use,
     forbearance or detention of money requiring payment of interest at a rate
     in excess of the maximum interest rate permitted to be charged by relevant
     law. Trustor or any guarantor, endorser or other party now or hereafter
     becoming liable for the payment of any of the Obligations shall never be
     required to pay interest at a rate in excess of the maximum interest that
     may be lawfully charged under relevant law and the provisions of this
     Section 5.3 shall control over all other provisions of any instru ment
     executed in connection herewith which may be in apparent conflict herewith.
     In

                                       29
<PAGE>
     the event it is determined that any holder of any of the Obligations has
     collected monies which are deemed to constitute interest and are deemed to
     increase the effective interest rate on the Obligations to a rate in excess
     of that permitted to be charged by relevant law, all such sums deemed to
     constitute interest in excess of such legal rate shall be applied by such
     holder to payment of such Obligations, as such Obligations mature, or
     refunded to Trustor.

               5.4 Notices. Except as otherwise expressly provided herein, all
     notices and communications shall be telecopied or delivered by messenger or
     overnight courier service and all such notices and communications shall,
     when mailed, tele graphed, telexed, telecopied, or cabled or sent by
     overnight courier, be effective when delivered to the telegraph company,
     cable company or overnight courier, as the case may be, or sent by telex or
     telecopier and when mailed shall be effective three (3) Business Days
     following deposit in the mail with proper postage, except that notices and
     communications to the Secured Party shall not be effective until received
     by the Secured Party. All notices, requests, demands or other
     communications shall be in writing and addressed as follows:

               (a)      if to the Trustor, at:

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

               (b)      if to the Secured Party:

                        Bankers Trust Company
                        130 Liberty Street
                        New York, New York 10006
                        Attention:  Deal Administrator

               (c) if to any Creditor, either (i) to the Secured Party, at the
     address specified above or (ii) at such address as such Creditor shall have
     specified in the Credit Agreement;

     or at such other address as shall have been furnished in writing by any
     Person de scribed above to the party required to give notice hereunder;
     except that in each case notices and communications to Secured Party shall
     not be effective until actually received by such party.

                                       30
<PAGE>
               5.5 Captions. The captions or headings at the beginning of each
     Article and Section hereof are for the convenience of the parties and are
     not a part of this Deed of Trust.

               5.6 Subrogation. To the extent that the proceeds of the Loans are
     used, or Secured Party advances any funds under this Deed of Trust (which
     advances are hereby deemed to have been advanced by Trustor's request), to
     pay any outstanding Lien, charge or encumbrance against the Property,
     Secured Party shall be subrogated to any and all rights and Liens held by
     any owner or holder of such outstanding Liens, charges and encumbrances,
     irrespective of whether said Liens, charges or encum brances are released.

               5.7 No Merger. Upon the foreclosure of the Lien created by this
     Deed of Trust on the Property, any Leases then existing shall not be
     destroyed or terminated by application of the law of merger or as a matter
     of law or as a result of such foreclosure unless Secured Party or any
     purchaser at any such foreclosure sale shall so elect.

               5.8 Non-Waiver. Except as expressly provided to the contrary
     herein, acceptance by Secured Party of any sum after the same is due shall
     not consti tute a waiver of the right either to require prompt payment,
     when due, of all other sums hereby secured or to declare an Event of
     Default. The acceptance by Secured Party of any sum in an amount less than
     the sum then due shall be deemed an accep tance on account only and upon
     condition that it shall not constitute a waiver of the obligation of
     Trustor to pay the entire sum then due, and Trustor's failure to pay said
     entire sum then due shall be and continue to be in default notwithstanding
     such acceptance of such amount on account, as aforesaid, and Secured Party
     shall be at all times thereafter and until the entire sum then due shall
     have been paid, and notwith standing the acceptance by Secured Party
     thereafter of further sums on account, or otherwise, entitled to exercise
     all rights in this Deed of Trust conferred upon it, upon the occurrence of
     an Event of Default. Consent by Secured Party to any transaction or action
     of Trustor which is subject to consent or approval of Secured Party
     hereunder shall not be deemed a waiver of the right to require such consent
     or approval to future or successive transactions or actions. No failure by
     Secured Party to insist upon the strict performance of any term hereof or
     to exercise any right, power or remedy consequent upon a breach thereof
     shall constitute a waiver of any such term or of any such breach. No waiver
     of any breach shall affect or alter this Deed of Trust, which shall
     continue in full force and effect, or the rights of Secured Party with
     respect to any other then existing or subsequent breach.

               5.9 Further Assurances. Trustor at its own expense, will execute,
     acknowledge and deliver all such instruments and take all such action as
     may be reasonably necessary to assure to Secured Party the Lien hereof
     against the properties herein described and the rights intended to be
     provided to Secured Party herein.

                                       31
<PAGE>
               5.10 Additional Security. Without notice to or consent of Trustor
     and without impairment of the Lien and rights created by this Deed of
     Trust, Secured Party may accept from Trustor or from any other Person,
     additional security for the Obliga tions. Neither the giving of this Deed
     of Trust nor the acceptance of any such addi tional security shall prevent
     Secured Party from resorting, first, to such additional security, and,
     second, to the security created by this Deed of Trust without affecting
     Secured Party's Lien and rights under this Deed of Trust.

               5.11 Books and Records. Trustor shall make available to Secured
     Party for copying and inspection at all reasonable times during normal
     business hours and during the term of this Deed of Trust at Trustor's
     principal place of business upon receipt of one Business Day's prior
     written notice from Secured Party, all books and records relating to the
     business and operation of the Property.

               5.12 Waiver of Statute of Limitations. The right to plead any and
     all statutes of limitation as a defense to any demand secured by or made
     pursuant to this Deed of Trust is hereby waived to the full extent
     permitted by law.

               5.13 Remedies Cumulative. No remedy herein conferred upon or
     reserved to Trustee or Secured Party is intended to be exclusive of-any
     other remedy herein or by law provided or permitted, but each shall be
     cumulative and shall be in addition to every other remedy given hereunder
     or now or hereafter existing at law or in equity or by statute. Every power
     or remedy given by this instrument to Trustee or Secured Party or to which
     either of them may be otherwise entitled may be exercised, concurrently or
     independently, from time to time and as often as may be deemed expedient by
     Trustee or Secured Party, and either of them may pursue inconsistent
     remedies.

               5.14 Recordation. Trustee accepts this Deed of Trust when this
     Deed of Trust, duly executed and acknowledged, is made a public record as
     provided by law.

               5.15 Substitution of Trustee. Secured Party may, from time to
     time, by a written instrument executed and acknowledged by Secured Party
     and recorded in the county or counties where the Property is located, and
     by otherwise complying with applicable statutory provisions, substitute a
     successor or successors for the Trustee named herein or acting hereunder.

               5.16 Reconveyance; Releases. (a) After the Termination Date,
     Secured Party, at the expense of the Trustor, shall promptly request
     Trustee in writing to reconvey the Property, or any remaining portion
     thereof, and shall surrender to Trustee this Deed of Trust for cancellation
     and retention. Upon its receipt of the written request of Secured Party,
     the surrender of this Deed of Trust, and the payment of its fees, Trustee
     shall promptly reconvey, without warranty, the Property then held
     hereunder. The recitals in such reconveyance of any matters or facts shall
     be conclu-

                                       32
<PAGE>
     sive proof of the truthfulness thereof. The grantee in such reconveyance
     may be described as "the person or persons legally entitled thereto."
     Neither Secured Party nor Trustee shall have any obligation or duty to
     determine the rights of Persons claiming to be rightful grantees of any
     reconveyance. As used in this Deed of Trust, "Termination Date" shall mean
     the date upon which the Commitments have been terminated, no Note under the
     Credit Agreement is outstanding (and all Loans have been repaid in full),
     and all Obligations then owing have been paid in full.

               (b) In the event that any part of the Property is sold in
     connection with a sale permitted by the Lease or otherwise released at the
     direction of the Re quired Lenders and the proceeds of such sale or sales
     or from such release are applied in accordance with the provisions of
     Section 8.2 of the Credit Agreement, to the extent required to be so
     applied, such Property will be sold free and clear of the Liens created by
     this Deed of Trust and the Secured Party, at the request and expense of the
     Trustor, will duly assign, transfer and deliver to the Trustor (without
     recourse and without any representation or warranty) such of the Property
     as is then being (or has been) so sold or released and has not theretofore
     been released pursuant to this Deed of Trust.

               (c) At any time that the Trustor desires that the Secured Party
     take any action to acknowledge or give effect to any release of Property
     pursuant to clause (a) above, it shall deliver to the Secured Party a
     certificate signed by its chief financial officer stating that the release
     of the respective Property is permitted pursuant to clauses (a) or (b)
     above.

               (d) The Secured Party and the Trustee shall have no liability
     whatsoever to any Creditor as a result of any release of Property by it in
     accordance with this Section 5.16.

               5.17 Time of the Essence. Time is of the essence of this Deed of
     Trust, and the performance of all provisions hereof.

               5.18 Partial Invalidity. If any of the provisions of this Deed of
     Trust or the application thereof to any Person, party or circumstances
     shall to any extent be invalid or unenforceable, the remainder of this Deed
     of Trust, or the application of such provision or provisions to Persons,
     parties or circumstances other than those as to whom or which it is held
     invalid or unenforceable, shall not be affected thereby, and every
     provision of this Deed of Trust shall be valid and enforceable to the
     fullest extent permitted by law.

               5.19 Request For Notice. Trustor requests that a copy of any
     notice of default and a copy of any notice of sale hereunder be mailed to
     Trustor at the address of Trustor given above.

                                       33
<PAGE>
               5.20 Irrevocable Trust. The trust created hereby is irrevocable
     by Trustor unless and until the Property is reconveyed to Trustor as
     provided in Section 5.16 hereof.

               5.21 Security Agreement and Financing Statement. The mailing
     address of debtor (Trustor herein) and of the Secured Party from which
     information concerning security interests hereunder may be obtained is as
     set forth on page one hereof. A carbon, photographic or other reproduction
     of this Agreement or of any financing statement related to this Agreement
     shall be sufficient as a financing state ment for any of the purposes
     referenced herein.

               5.22 State Law Recitals and Provisions.

               (a) Non-Residential Trust Deed; Business Purpose. Trustor
     warrants that this instrument, as a deed of trust or trust deed under laws
     of the state in which the Property is located, is not and will not at any
     time constitute a residential trust deed, as that term is defined in ORS
     86.705 or its successor statutes (if the Property is in Oregon). Trustor
     warrants that it is engaging in this transaction exclusively for business,
     commercial or investment purposes. Trustor warrants that the Property is
     not used principally for agricultural or farming purposes (if the Property
     is in Washington). Trustor warrants that the Property falls within the
     provisions of Idaho Code 45-1502(5) or its successor statutes (if the
     Property is in Idaho).

               (b) Statutory Notice Concerning Insurance. Effective January 1,
     1996, Chapter 313 of Oregon Laws 1994 amends ORS 746.201 to require that in
     loans in which the lender has the right to purchase insurance in the event
     the borrower fails to carry insurance, the loan document must contain a
     warning in substantially the following form in 10-point type:

                                    "WARNING

          "Unless you provide us with evidence of the insurance coverage as
     required by our contract or loan agreement, we may purchase insurance at
     your expense to protect our interest. This insurance may, but need not,
     also protect your interest. If the collateral becomes damaged, the coverage
     we purchase may not pay any claim you make or any claim made against you.
     You may later cancel this coverage by providing evidence that you have
     obtained property coverage elsewhere.

          "You are responsible for the cost of any insurance purchased by us.
     The cost of this insurance may be added to your contract or loan balance.

                                       34
<PAGE>
     If the cost is added to your contract or loan balance, the interest rate on
     the underlying contract or loan will apply to this added amount. The
     effective date of coverage may be the date your prior coverage lapsed or
     the date you failed to provide proof of coverage.

          "The coverage we purchase may be considerably more expensive than
     insurance you can obtain on your own and may not satisfy any need for
     property damage coverage or any mandatory liability insurance require ments
     imposed by applicable law."

               (c) Statutory Notice Concerning Written Agreements. UNDER OREGON
     LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS AFTER
     OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT
     FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE
     BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE
     SIGNED BY LENDERS TO BE ENFORCEABLE.

               (d) Washington Statutory Notice. ORAL AGREEMENTS OR ORAL
     COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOR BEAR FROM ENFORCING
     REPAYMENT OF DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

                                       35
<PAGE>
          IN WITNESS WHEREOF, Trustor has caused this instrument to be duly
executed as of the day and year first above written.

                                       WILMINGTON TRUST COMPANY, not in its
                                       individu al capacity but only as Owner
                                       Trustee under the FMS TRUST 1997-1, a
                                       Delaware business trust



                                       By: _____________________________________
                                       Title: __________________________________


                                       36
<PAGE>
                             FORM OF ACKNOWLEDGMENT
                             ----------------------




STATE OF              )
                      ) ss.
County of             )

          The foregoing instrument was acknowledged before me, the undersigned
notary public, on this __ day of March, 1998, by _____________________, the
_____________________ of WILMINGTON TRUST COMPANY, a Delaware corporation, on
behalf of such corporation, not in its individual capacity, but solely as Owner
Trustee under the FMS TRUST 1997-1, a Delaware business trust, on behalf of such
business trust.


(NOTARIAL SEAL)        _________________________________________
                           Notary Public for the State of _________________
                           Residing at:________________________________


                                       37
<PAGE>
                                    EXHIBIT A
                                    ---------

                            LEGAL DESCRIPTION OF LAND
                            -------------------------


                                       38
<PAGE>
                                    EXHIBIT B
                                    ---------

                                 FACILITY LEASE
                                 --------------


                                       39
<PAGE>
                                                                      EXHIBIT C
                                                     TO PARTICIPATION AGREEMENT
                                                     --------------------------

                               FORM OF REQUISITION
                                     (Date)

TO:  The Investors and the Administrative Agent, pursuant to the Participation
     Agreement (the "Participation Agreement") dated as of March 11, 1998 among
     the Lessee, the Construction Agent, the Owner Trustee, the Lessor, the
     Investors, the Administrative Agent, the Syndication Agent and the Lenders
     as the same may be amended, supplemented, amended and restated or otherwise
     modified from time to time (capitalized terms used herein shall have the
     meanings ascribed thereto in the Participation Agreement).

FROM: Fred Meyer, Inc., as Construction Agent

RE:  [Funding Date][Property Closing Date]
     -------------------------------------


     1. This irrevocable Requisition is hereby delivered by Construction Agent
pursuant to Section 5.2 of the Participation Agreement.

     2. The Funding Date is scheduled for _______________, 199_.

     3. The aggregate amount of the Advance is $__________________.

     4. The Loans and Investor Contributions comprising such Advance will be
[ABR Loans/Contributions][Eurodollar Loans/Contributions]. [The initial Interest
Period for such Eurodollar Loans will be ____________].

     5. The Advance will be allocated among each of the Properties listed in
Schedule I attached hereto. With respect to each acquisition of Property,
Schedule II specifies (i) a description of the Property, (ii) the seller or
lessor of the Prop erty, (iii) the portion of the Property Costs attributable to
Land and (iv) the esti mated cost for Improvements, except that only clauses (i)
and (ii) hereof shall apply to Store Land Property.


<PAGE>
     6. After giving effect to the Advance requested hereby, the Property Cost
for each Property in respect of which the Advance is being drawn is set forth on
Schedule A hereto and such amount does not exceed the Fair Market Sales Value
for such Property as set forth in the Appraisal therefor.

     7. Funds shall be sent by wire transfer as follows:

        a.       Each Lender shall transfer its Commitment Percentage
                 of $______________, and each Investor shall transfer
                 its Inves tor Commitment Percentage of $____1 to the
                 following ac count of Lessor:

                 Bank:
                 ABA Number:
                 Account Name:
                 Account Number:
                 Ref:
                 Further Credit to:

        b.       Construction Agent hereby instructs Lessor to
                 distribute the funds as follows:

                 [information to be provided by Construction Agent]

     8. All of the costs being funded pursuant to this Requisition relate to the
acquisition of Land and all Improvements thereon, to the construction of such
other Improvements subject to the Lease and/or to the payment of other Project
Costs and all moneys advanced to Construction Agent pursuant to this Requisition
will be applied solely to the payment (or reimbursement) of such costs.

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

     a.   On the proposed Funding Date, both immediately before and after giving
          effect to the making of the requested Advance and the appli-

--------

1    For the Initial Closing Date the Investor Contribution will be $15,000,000.
     Thereafter only loans may be requested.

                                           C-2
<PAGE>
          cation of the proceeds thereof, the statements made by each Loan
          Party in Section 7.3 of the Participation Agreement are true and
          correct in all material respects.

     b.   After giving effect to the Advance requested hereby, the aggregate
          outstanding amounts of each of the Loans and the Investor Contribu
          tions does not exceed the Commitments of the Lenders or the Inves tor
          Commitments of the Investors, respectively.

     c.   All of the conditions precedent set forth in Section 6 of the Partici
          pation Agreement applicable to the Advance requested hereby have been
          satisfied or waived.

     [9. The Property in respect of which the Advance is being drawn is hereby
designated as a Store Land Property.]2

-------------------------
2  Add if appropriate.

                                       C-3

<PAGE>
          IN WITNESS WHEREOF, I have signed my name this ______ day of _______,
199_.


                                    MEYER-SMITH HOLDCO, INC.
                                    as Construction Agent



                                    By:________________________
                                    Name:______________________
                                    Title:_____________________


                                       S-1
<PAGE>
<TABLE>
<CAPTION>
                            SCHEDULE A TO REQUISITION

                             ALLOCATION OF ADVANCES
                             ----------------------


------------------------------------------------------------------------------------------------------------------------------------
                                                                        Aggregate Property    Appraisal for Prop-   Cost of Land and
                                                                        Cost (all Advances    erty as of Comple-    stimated cost of
Property Descrip-                Cost of Land (cur-  Improvement costs   to date, including   tion Date             Improvements
tion (City, State)  Lease Supp.  rent Advance only)  (current Advance    current Advance)
                       No.                                only)
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>          <C>                 <C>                 <C>                  <C>                   <C>

1._______           No. __       $________           $________           $________            $________             $________
------------------------------------------------------------------------------------------------------------------------------------
2._______           No. __       $________           $________           $________            $________             $________
------------------------------------------------------------------------------------------------------------------------------------
3._______           No. __       $________           $________           $________            $________             $________
------------------------------------------------------------------------------------------------------------------------------------
4._______           No. __       $________           $________           $________            $________             $________
------------------------------------------------------------------------------------------------------------------------------------
5._______           No. __       $________           $________           $________            $________             $________
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       A-1
<PAGE>
                            SCHEDULE B TO REQUISITION

                              INFORMATION REQUIRED
                         FOR FUNDING ACQUISITION OF LAND

     1. Description of the subject Property:__________.

     2. The subject Property consists of [Land only] [Land and Improve ments].

     3. The Land comprising part of the subject Property is to be [ground leased
by the Lessors] [acquired by the Lessors in fee simple].

     4. [Name of Seller/Ground lessor] is the [Seller] [Ground lessor] of the
Land comprising part of the subject Property.

     5. *Cost of Land for the subject Property: Indicated on Schedule A.

     6. Estimated Costs of Improvements for the subject Property in the
aggregate are $_____________.

                                    Title:_____________________

------------------
*/   Insert in the case of an acquisition of a fee simple interest in the
     applicable Land.

                                       B-1