
                                CREDIT AGREEMENT


                            Dated as of June 2, 1999

                                      among


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


                                       and


                           FIRST UNION NATIONAL BANK,
                                  as the Lender







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                                TABLE OF CONTENTS

SECTION 1. DEFINITIONS.......................................................  1
         1.1    Definitions..................................................  1
         1.2    Interpretation...............................................  1

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS...................................  1
         2.1    Commitments..................................................  1
         2.2    Notes........................................................  2
         2.3    Procedure for Borrowing......................................  2
         2.4    [Intentionally Left Blank]...................................  3
         2.5    Termination or Reduction of Commitments......................  3
         2.6    Prepayments and Payments.....................................  3
         2.7    Conversion and Continuation Options..........................  4
         2.8    Interest Rates and Payment Dates.............................  5
         2.9    Computation of Interest......................................  5
         2.10   [Intentionally Left Blank]...................................  6
         2.11   Notice of Amounts Payable; Mandatory Assignment..............  6

SECTION 3. REPRESENTATIONS AND WARRANTIES....................................  7

SECTION 4. CONDITIONS PRECEDENT..............................................  7
         4.1    Conditions to Effectiveness..................................  7
         4.2    Conditions to Each Loan......................................  7

SECTION 5. COVENANTS.........................................................  7
         5.1    Other Activities.............................................  7
         5.2    Ownership of Properties, Indebtedness........................  8
         5.3    Disposition of Assets........................................  8
         5.4    Compliance with Operative Agreements.........................  8
         5.5    Further Assurances...........................................  8
         5.6    Notices......................................................  8
         5.7    Discharge of Liens...........................................  8
         5.8    Trust Agreement..............................................  9

SECTION 6. EVENTS OF DEFAULT.................................................  9

SECTION 7.[INTENTIONALLY LEFT BLANK]......................................... 11

SECTION 8. MATTERS RELATING TO PAYMENT AND COLLATERAL........................ 12
         8.1    Collection and Allocation of Payments and Other Amounts...... 12
         8.2    Certain Remedial Matters..................................... 12
         8.3    Excepted Payments............................................ 12


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<PAGE>

SECTION 9. MISCELLANEOUS..................................................... 12
         9.1    Amendments and Waivers....................................... 12
         9.2    Notices...................................................... 12
         9.3    No Waiver; Cumulative Remedies............................... 13
         9.4    Survival of Representations and Warranties................... 13
         9.5    Payment of Expenses and Taxes................................ 13
         9.6    Successors and Assigns; Participations and Assignments....... 13
         9.7    [Intentionally Left Blank]................................... 13
         9.8    Assignments.................................................. 13
         9.9    [Intentionally Left Blank]................................... 14
         9.10   Set-off...................................................... 14
         9.11   Counterparts................................................. 15
         9.12   Severability................................................. 15
         9.13   Integration.................................................. 15
         9.14   GOVERNING LAW................................................ 15
         9.15   SUBMISSION TO JURISDICTION; VENUE; ARBITRATION............... 15
         9.16   Acknowledgments.............................................. 15
         9.17   WAIVERS OF JURY TRIAL........................................ 16
         9.18   Nonrecourse.................................................. 16
         9.19   USURY SAVINGS PROVISION...................................... 17



EXHIBITS

Exhibit A-1       Form of Note
Exhibit B         Form of Assignment and Acceptance



                                       ii

<PAGE>


                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT,  dated as of June 2, 1999 (as amended, modified,
extended,  supplemented,  restated  and/or  replaced  from  time  to  time,  the
"Agreement")   is  among  FIRST  SECURITY  BANK,   NATIONAL   ASSOCIATION,   not
individually, except as expressly stated herein, but solely as the Owner Trustee
under the DTSD Realty Trust 1999-1 (the "Owner  Trustee" or the  "Borrower") and
FIRST UNION NATIONAL BANK, a national banking association, as lender ("Bank").

         The parties hereto hereby agree as follows:


                             SECTION 1. DEFINITIONS

         1.1       Definitions.

         For  purposes  of  this  Agreement,  capitalized  terms  used  in  this
Agreement and not otherwise  defined herein shall have the meanings  assigned to
them in Appendix A to that certain  Participation  Agreement dated as of June 2,
1999 (as amended,  modified,  extended,  supplemented,  restated and/or replaced
from time to time in accordance  with the  applicable  provisions  thereof,  the
"Participation  Agreement") among Dollar Tree Distribution,  Inc., as Lessee and
as  Construction  Agent,  the various  parties thereto from time to time, as the
Guarantors,  the Borrower,  and First Union National Bank, as Lender and Holder.
Unless otherwise indicated,  references in this Agreement to articles, sections,
paragraphs,  clauses,  appendices,  schedules  and  exhibits  are  to  the  same
contained in this Agreement.

         1.2      Interpretation.

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


                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

         2.1      Commitments.

         (a) Subject to the terms and conditions hereof, the Bank agrees to make
Loans to the  Borrower  from time to time  during  the  Commitment  Period in an
amount up to the Commitment for the purpose of enabling the Borrower to purchase
the  Properties  and to pay  Property  Acquisition  Costs,  Property  Costs  and
Transaction Expenses.  Any prepayments of the Loans, whether mandatory or at the
Borrower's election,  shall not be subject to reborrowing except as set forth in
Section 5.2(d) of the Participation Agreement.

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         (b) The Loans may from time to time be (i) Eurodollar  Loans,  (ii) ABR
Loans,  or (iii) a  combination  thereof,  as  determined  by the  Borrower  and
notified to the Bank in  accordance  with Sections 2.3 and 2.7. In the event the
Borrower fails to provide  notice  pursuant to Section 2.3, the Loan shall be an
ABR Loan. Further,  any Loans by the Bank on a given date in an aggregate amount
less than $100,000 shall be ABR Loans, unless the remaining Available Commitment
is less than $100,000,  in which case, the Borrower may elect a Eurodollar  Loan
for such remaining amount.

         2.2      Notes.

         The Loans  shall be  evidenced  by  promissory  notes of the  Borrower,
substantially  in  the  form  of  Exhibit  A  (the  "Notes"),  with  appropriate
insertions  as to payee and date.  The Bank is hereby  authorized  to record the
date,  Type and  amount of each  Loan  made,  each  continuation  thereof,  each
conversion of all or a portion  thereof to another Type, and the date and amount
of each payment or  prepayment of principal  thereof on the schedule  annexed to
and constituting a part of any Note, and any such  recordation  shall constitute
prima facie evidence of the accuracy of the  information so recorded,  provided,
that the failure to make any such  recordation or any error in such  recordation
shall not affect the Borrower's  obligations  hereunder or under such Note. Each
Note shall (i) be dated the Initial  Closing  Date,  (ii) be stated to mature on
the Maturity  Date and (iii)  provide for the payment of principal in accordance
with Section 2.6(d) and the payment of interest in accordance with Section 2.8.

         2.3      Procedure for Borrowing.

         (a) The Borrower may borrow under the Commitments during the Commitment
Period on any  Business  Day that an Advance  may be  requested  pursuant to the
terms of Section 5.2 of the Participation Agreement, provided, that the Borrower
shall give the Bank irrevocable notice (which must be received by the Bank prior
to 11:00 a.m.,  Charlotte,  North  Carolina time, at least two (2) Business Days
prior to the requested  Borrowing Date for Eurodollar Loans (for ABR Loans, such
notice may be given on the same Business Day as the requested Borrowing Date, so
long as such notice is received  prior to 11:00 a.m.  Charlotte,  North Carolina
time on such Business Day)  specifying  (i) the amount to be borrowed  (which on
any date  shall not be in excess of the then  Available  Commitments),  (ii) the
requested  Borrowing  Date,  (iii)  whether the borrowing is to be of Eurodollar
Loans,  ABR Loans or a  combination  thereof,  (iv) if the  borrowing is to be a
combination of Eurodollar  Loans and ABR Loans,  the respective  amounts of each
Type of Loan and (v) the Interest  Period  applicable to each  Eurodollar  Loan.
Pursuant to the terms of the  Participation  Agreement,  the  Borrower  shall be
deemed  to have  delivered  such  notice  upon the  delivery  of a notice by the
Construction  Agent or the Lessee  containing  such required  information.  Upon
receipt of any such notice from the Borrower, the Bank shall make such borrowing
available for the account of the Borrower at the office of the Bank specified in
Section  9.2  prior  to 11:00  a.m.,  Charlotte,  North  Carolina  time,  on the
Borrowing  Date  requested by the Borrower in funds  immediately  available.  No
amount of any Loan which is repaid or prepaid by the Borrower may be  reborrowed
hereunder, except as set forth in Section 5.2(d) of the Participation Agreement.

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<PAGE>


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

         2.4      [Intentionally Left Blank].

         2.5      Termination or Reduction of Commitments.

         (a) The  Borrower  shall have the  right,  upon not less than three (3)
Business Days' written notice to the Bank, to terminate the Commitments or, from
time to time, to reduce the amount of the Commitments,  provided, that (i) after
giving effect to such reduction,  the aggregate  outstanding principal amount of
the Loans shall not exceed the aggregate  Commitments and (ii) such notice shall
be  accompanied  by a  certificate  of the  Construction  Agent stating that the
amount equal to ninety-seven  percent (97%) of aggregate Budgeted Total Property
Costs as of the date of such reduction  does not exceed the aggregate  amount of
Available Commitments as of such date after giving effect to such reduction. Any
such  reduction (A) shall be in an amount equal to the lesser of (1)  $1,000,000
(or an even multiple thereof) or (2) the remaining Available Commitments and (B)
shall reduce permanently the Commitments then in effect.

         (b)  The   Commitments   respecting  any   particular   Property  shall
automatically   be  reduced  to  zero  (0)  upon  the  occurrence  of  the  Rent
Commencement Date respecting such Property. On any date on which the Commitments
shall  automatically  be reduced to zero (0) pursuant to Section 6, the Borrower
shall  prepay all  outstanding  Loans,  together  with accrued  unpaid  interest
thereon and all other amounts owing thereunder.

         2.6      Prepayments and Payments.

         (a) Subject to  Sections  11.2(e),  11.3 and 11.4 of the  Participation
Agreement,  the Borrower may at any time and from time to time prepay the Loans,
in whole  or in part,  without  premium  or  penalty,  upon at least  three  (3)
Business Days' irrevocable notice to the Bank, specifying the date and amount of
prepayment  and whether the  prepayment is of Eurodollar  Loans,  ABR Loans or a
combination  thereof,  and, if a combination  thereof,  the amount  allocable to
each. If any such notice is given,  the amount specified in such notice shall be
due and  payable  on the date  specified  therein.  Amounts  prepaid  may not be
reborrowed,  and shall reduce the  Commitments  and the  Available  Commitments,
except  in  each  case as set  forth  in  Section  5.2(d)  of the  Participation
Agreement.

         (b) If on any date the Lessor  shall  receive any payment in respect of
(i) any Casualty,  Condemnation or Environmental  Violation pursuant to Sections
15.1(a) or  15.1(g)  or Article  XVI of the Lease  (excluding  any  payments  in
respect  thereof which are payable to the Lessee in accordance  with the Lease),
or (ii) the Termination Value of any Property in connection with the delivery of
a  Termination  Notice  pursuant  to  Article  XVI of the  Lease,  or (iii)  the
Termination

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Value of any Property in  connection  with the  exercise of the Purchase  Option
under  Article  XX of the Lease or the  exercise  of the option of the Lessor to
transfer the Properties to the Lessee  pursuant to Section 20.3 of the Lease, or
(iv) any payment  required to be made or elected to be made by the  Construction
Agent to the Lessor pursuant to the terms of the Agency Agreement,  then in each
case, the Borrower shall pay such amounts to the Bank.

         (c) Each  prepayment of the Loans  pursuant to Section  2.6(a) shall be
allocated to reduce the  respective  Loan Property  Costs of all  Properties pro
rata according to the Loan Property Costs of such Properties  immediately before
giving  effect to such  prepayment.  Each  prepayment  of the Loans  pursuant to
Section  2.6(b)  shall be  allocated  to reduce  the Loan  Property  Cost of the
Property  or  Properties  subject  to  the  respective  Casualty,  Condemnation,
Environmental Violation,  termination,  purchase, transfer or other circumstance
giving rise to such prepayment.  Any amounts applied to reduce the Loan Property
Cost of any  Construction  Period Property  pursuant to this paragraph (c) shall
also be applied to reduce the  Construction  Loan Property Cost of such Property
until such Construction Loan Property Cost has been reduced to zero (0).

         (d) The  outstanding  principal  balance  of the  Loans  and all  other
amounts then due and owing under this Agreement or otherwise with respect to the
Loans shall be due and payable in full on the Maturity Date.

         2.7      Conversion and Continuation Options.

         (a) The  Borrower  may elect  from time to time to  convert  Eurodollar
Loans to ABR Loans by giving the Bank irrevocable  notice of such election prior
to 11:00 a.m.,  Charlotte,  North Carolina time on the date of such  conversion,
provided,  that any such conversion of Eurodollar  Loans may only be made on the
last day of an Interest Period with respect thereto,  and provided,  further, to
the extent an Event of Default has occurred and is continuing on the last day of
any such Interest Period, the applicable  Eurodollar Loan shall automatically be
converted  to an ABR Loan.  The  Borrower may elect from time to time to convert
ABR Loans to Eurodollar Loans by giving the Bank at least two (2) Business Days'
prior  irrevocable  notice  of such  election.  All or any  part of  outstanding
Eurodollar  Loans or ABR Loans may be  converted as provided  herein,  provided,
that (i) no ABR Loan may be converted into a Eurodollar Loan after the date that
is  thirty  (30)  days  prior  to the  Maturity  Date and (ii)  such  notice  of
conversion  regarding  any  Eurodollar  Loan shall  contain an  election  by the
Borrower of an Interest  Period for such  Eurodollar  Loan to be created by such
conversion and such Interest Period shall be in accordance with the terms of the
definition  of  the  term  "Interest  Period"   including   without   limitation
subparagraphs (A) through (D) thereof.

         (b) Subject to the  restrictions  set forth in Section 2.3 hereof,  any
Eurodollar  Loan may be  continued  as such upon the  expiration  of the current
Interest Period with respect thereto by the Borrower giving  irrevocable  notice
to the  Bank,  in  accordance  with  the  applicable  notice  provision  for the
conversion of ABR Loans to Eurodollar  Loans set forth herein,  of the length of
the next  Interest  Period to be  applicable  to such Loans,  provided,  that no
Eurodollar  Loan may be  continued  as such after the date that is one (1) month
prior to the  Maturity  Date,  provided,

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<PAGE>


further, no Eurodollar Loans may be continued as such if an Event of Default has
occurred and is  continuing  as of the last day of the Interest  Period for such
Eurodollar Loan, and provided,  further, that if the Borrower shall fail to give
any  required  notice  as  described  above  or  otherwise  herein,  or if  such
continuation  is not permitted  pursuant to the  proceeding  proviso,  such Loan
shall  automatically  be  converted  to an ABR Loan on the last day of such then
expiring Interest Period.

         2.8      Interest Rates and Payment Dates.

         (a) The  Loans  outstanding  hereunder  from  time to time  shall  bear
interest  at a rate per annum equal to either (i) with  respect to a  Eurodollar
Loan, the Eurodollar Rate determined for the applicable Interest Period plus the
Applicable  Percentage or (ii) with respect to an ABR Loan, the ABR, as selected
by the Borrower at the  Lessee's  direction in  accordance  with the  provisions
hereof;  provided,  however,  (A) the Loans of the Lender shall bear interest at
the ABR  applicable  from time to time from and after the dates and  during  the
periods  specified in Section  2.9(c),  (B) the Loans shall bear interest at the
ABR applicable from time to time from and after the dates and during the periods
specified  in Section  11.3(f) of the  Participation  Agreement  and (C) in such
other  circumstances as expressly provided herein, the Loans shall bear interest
at the ABR.

         (b) If all or a portion of (i) the principal  amount of any Loan,  (ii)
any interest  payable thereon or (iii) any other amount payable  hereunder shall
not be paid  when due  (whether  at the  stated  maturity,  by  acceleration  or
otherwise), such overdue amount shall bear interest at a rate per annum which is
the lesser of (x) the then current rate of interest respecting such payment plus
two percent (2%) and (y) the highest  interest rate permitted by applicable law,
in each case from the date of such non-payment until such amount is paid in full
(whether after or before judgment).  All such amounts referenced in this Section
2.8(b) shall be paid upon demand.

         (c) Interest  shall be payable in arrears on the  applicable  Scheduled
Interest  Payment  Date (but for any Loan having an  Interest  Period of six (6)
months,  interest shall be payable in arrears on each applicable three (3) month
anniversary date of the commencement of such Loan), provided,  that (i) interest
accruing  pursuant to  paragraph  (b) of this  Section 2.8 shall be payable from
time  to  time on  demand  and  (ii)  each  prepayment  of the  Loans  shall  be
accompanied  by accrued  interest to the date of such  prepayment  on the amount
prepaid.

         2.9      Computation of Interest.

         (a) Whenever it is  calculated  on the basis of the Prime Lending Rate,
interest shall be calculated on the basis of a year of three hundred  sixty-five
(365) days (or three hundred  sixty-six  (366) days, as the case may be) for the
actual days elapsed;  and, otherwise,  interest shall be calculated on the basis
of a year of three  hundred  sixty (360) days for the actual days  elapsed.  The
Bank shall as soon as practicable notify the Borrower of each determination of a
Eurodollar  Rate.  Any change in the interest  rate on a Loan  resulting  from a
change  in  the  ABR or  the  Eurocurrency  Reserve  Requirements  shall  become
effective as of the day on which such change

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<PAGE>


becomes effective.  The Bank shall as soon as practicable notify the Borrower of
the effective date and the amount of each such change in interest rate.

         (b) Each  determination of an interest rate by the Bank pursuant to any
provision of this  Agreement  shall be conclusive and binding on the Borrower in
the absence of manifest error.

         (c) If the  Eurodollar  Rate  cannot be  determined  by the Bank in the
manner specified in the definition of the term "Eurodollar Rate", the Bank shall
give  telecopy  or  telephonic  notice  thereof  to  the  Borrower  as  soon  as
practicable thereafter. Until such time as the Eurodollar Rate can be determined
by the Bank in the manner  specified in the  definition of such term, no further
Eurodollar  Loans shall be made or shall be  continued as such at the end of the
then current  Interest  Period nor shall the Borrower  have the right to convert
ABR Loans to Eurodollar Loans.

         2.10     [Intentionally Left Blank].

         2.11     Notice of Amounts Payable; Mandatory Assignment.

         (a) In the event that the Bank  becomes  aware that any  amounts are or
will be owed to it  pursuant to  Sections  11.2(e) or 11.3 of the  Participation
Agreement or that it is unable to make Eurodollar  Loans, then it shall promptly
notify the Borrower and the Lessee thereof and, as soon as possible  thereafter,
the Bank shall submit to the Borrower a certificate  indicating the amount owing
to it and the  calculation  thereof.  The amounts set forth in such  certificate
shall be prima facie evidence of the obligations of the Borrower hereunder.

         (b) In the event that the Bank  delivers to the Borrower a  certificate
in accordance with Section  2.11(a) in connection with amounts payable  pursuant
to  Sections  11.2(e)  or 11.3 of the  Participation  Agreement  or the  Bank is
required to make Loans as ABR Loans in  accordance  with Section  11.3(d) of the
Participation  Agreement  then,  subject  to  Section  9.1 of the  Participation
Agreement, the Borrower may, at its own expense (provided, such amounts shall be
reimbursed  or paid  entirely  (as elected by the  Borrower)  by the Lessee,  as
Supplemental  Rent) and in the discretion of the Borrower,  (i) require the Bank
to transfer or assign,  in whole or (with the Bank's  consent) in part,  without
recourse (in accordance with Section 9.8), all or (with the Bank's consent) part
of its interests,  rights (except for rights to be indemnified for actions taken
while a party  hereunder) and obligations  under this Agreement to a replacement
bank or institution if the Borrower (subject to Section 9.1 of the Participation
Agreement),  with the full cooperation of the Bank, can identify a Person who is
ready,  willing and able to be such replacement bank or institution with respect
thereto and such  replacement  bank or  institution  shall assume such  assigned
obligations,  or (ii)  during  such time as no Default  or Event of Default  has
occurred and is continuing,  terminate the Commitment and prepay all outstanding
Loans,  provided,  however, that (x) subject to Section 9.1 of the Participation
Agreement, the Borrower or such replacement bank or institution, as the case may
be, shall have paid to the Bank in immediately  available funds the principal of
and  interest  accrued  to the  date of such  payment  on the  Loans  made by it
hereunder  and all other amounts owed to it hereunder  (and all Holder  Advances
and Holder Yield accrued and unpaid thereon), (y) any termination of Commitments
shall be  subject  to the terms of Section  2.5(a)  and (z) such  assignment  or
termination of the

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Commitment  and  prepayment  of Loans does not  conflict  with any law,  rule or
regulation or order of any court or Governmental Authority.


                        3. REPRESENTATIONS AND WARRANTIES

         To induce the Bank to enter into this  Agreement and to make the Loans,
each of the Trust  Company and the Owner  Trustee  hereby  makes and affirms the
representations  and  warranties  set forth in Section 6.1 of the  Participation
Agreement to the same extent as if such  representations and warranties were set
forth in this Agreement in their entirety.


                         SECTION 4. CONDITIONS PRECEDENT

         4.1      Conditions to Effectiveness.

         The  effectiveness  of this Agreement is subject to the satisfaction of
all conditions precedent set forth in Section 5.3 of the Participation Agreement
required by said  Section to be  satisfied  on or prior to the  Initial  Closing
Date.

         4.2      Conditions to Each Loan.

         The  agreement of the Bank to make any Loan  requested to be made by it
on any date is subject to the satisfaction of all conditions precedent set forth
in Section 5.3 and 5.4 of the Participation  Agreement required by said Sections
to be satisfied on or prior to the date of the applicable Loan.

         Each   borrowing  by  the  Borrower   hereunder   shall   constitute  a
representation and warranty by the Borrower as of the date of such Loan that the
conditions contained in this Section 4.2 have been satisfied.


                              SECTION 5. COVENANTS

         So long as any Loan or Note remains outstanding and unpaid or any other
amount is owing to the Bank hereunder:

         5.1      Other Activities.

         The  Borrower  shall not conduct,  transact or otherwise  engage in, or
commit to transact,  conduct or otherwise  engage in, any business or operations
other than the entry into, and exercise of rights and performance of obligations
in respect of, the  Operative  Agreements  and other  activities  incidental  or
related to the foregoing.

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<PAGE>


         5.2      Ownership of Properties, Indebtedness.

         The Borrower  shall not own,  lease,  manage or  otherwise  operate any
properties or assets other than in connection  with the activities  described in
Section 5.1, or incur,  create,  assume or suffer to exist any  Indebtedness  or
other  consensual  liabilities  or  financial  obligations  other than as may be
incurred,  created or assumed or as may exist in connection  with the activities
described  in Section  5.1  (including  without  limitation  the Loans and other
obligations incurred by the Borrower hereunder).

         5.3      Disposition of Assets.

         The  Borrower  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  contemplated  by the
Operative Agreements.

         5.4      Compliance with Operative Agreements.

         The  Borrower  shall at all times (a)  observe  and  perform all of the
covenants, conditions and obligations required to be performed by it (whether in
its capacity as the Lessor, the Owner Trustee or otherwise) under each Operative
Agreement  to which it is a party and (b)  observe and  perform,  or cause to be
observed and performed, all of the covenants,  conditions and obligations of the
Lessor under the Lease, even in the event that the Lease is terminated at stated
expiration following a Lease Event of Default or otherwise.

         5.5      Further Assurances.

         At any time and from  time to time,  upon the  written  request  of the
Bank,  and at the  expense of the  Borrower  (provided,  such  amounts  shall be
reimbursed  or paid  entirely  (as elected by the  Borrower)  by the Lessee,  as
Supplemental Rent), the Borrower will promptly and duly execute and deliver such
further  instruments  and documents and take such further action as the Bank may
reasonably  request for the purpose of obtaining or preserving the full benefits
of this  Agreement  and the other  Operative  Agreements  and of the  rights and
powers herein or therein granted.

         5.6      Notices.

         If on any date,  a  Responsible  Officer of the  Borrower  shall obtain
actual  knowledge  of the  occurrence  of a  Default  or Event of  Default,  the
Borrower will give written  notice  thereof to the Bank within five (5) Business
Days after such date.

         5.7      Discharge of Liens.

         Neither the  Borrower  nor the Trust  Company  will create or permit to
exist at any time,  and will,  at its own expense,  promptly take such action as
may be necessary duly to discharge, or cause to be discharged,  all Lessor Liens
attributable to it, provided,  that the Borrower and the

                                       8

<PAGE>


Trust  Company shall not be required to discharge any 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 any of the Liens  contemplated by the Security Documents or of the
sale,  forfeiture  or loss of,  and  shall  not  materially  interfere  with the
disposition  of, any Property or title  thereto or any  interest  therein or the
payment of Rent.

         5.8      Trust Agreement.

         Without  prejudice to any right under the Trust  Agreement of the Owner
Trustee to resign,  the Owner  Trustee (a) agrees not to terminate or revoke the
trust created by the Trust Agreement  except as permitted by Article VIII of the
Trust  Agreement,  (b) agrees  not to amend,  supplement,  terminate,  revoke or
otherwise  modify any provision of the Trust Agreement in any manner which could
reasonably  be expected to have an adverse  effect on the rights or interests of
the Bank  hereunder or under the other  Operative  Agreements  and (c) agrees to
comply with all of the terms of the Trust Agreement.


                          SECTION 6. EVENTS OF DEFAULT

         Upon the occurrence of any of the following  specified  events (each an
"Event of Default"):

         (a) Except as provided in Sections 6(c), the Borrower shall (i) default
in the payment  when due of any  principal  on the Loans or (ii)  default in the
payment when due of any interest on the Loans,  and such default in such payment
of interest shall continue for fifteen (15) or more days; or

         (b) Except as provided in Sections  6(a) and 6(c),  the Borrower  shall
default,  and such default shall  continue for fifteen (15) or more days, in the
payment of any amount owing under any Credit Document; or

         (c) (i) The Borrower  shall default in the payment of any amount due on
the Maturity  Date owing under any Credit  Document or (ii) the  Borrower  shall
default  in the  payment  when due of any  principal  or  interest  on the Loans
payable with regard to any  obligation of Lessee to pay  Termination  Value when
due or to pay Basic Rent or  Supplemental  Rent at such time as any  Termination
Value is due; or

         (d) The Borrower shall default in the due  performance or observance by
it of any term,  covenant or agreement contained in any Credit Document to which
it is a party  (other than those  referred  to in  paragraphs  (a),  (b) and (c)
above),  provided,  that in the case of any such default under Sections 5.4, 5.5
or 5.8(c), such default shall have continued unremedied for a period of at least
thirty (30) days after notice to the Borrower by the Bank, provided, further, if
any such  default  under  Sections  5.4,  5.5 or 5.8(c) is not capable of remedy
within such thirty (30) day period but may be remedied  with  further  diligence
and if the Borrower has and continues to

                                       9

<PAGE>


pursue  diligently  such remedy,  then the Borrower shall be granted  additional
time to pursue such remedy but in no event more than an  additional  thirty (30)
days.

         (e) Any  representation,  warranty or statement  made or deemed made by
the Borrower  herein or in any other  Credit  Document or by the Borrower or the
Lessee  in the  Participation  Agreement,  or in any  statement  or  certificate
delivered or required to be delivered pursuant hereto or thereto, shall prove to
be untrue in any  material  respect on the date as of which made or deemed made;
or

         (f)  (i)  Any  Lease  Event  of  Default  shall  have  occurred  and be
continuing or (ii) the Owner Trustee  shall  default in the due  performance  or
observance  by  it  of  any  term,   covenant  or  agreement  contained  in  the
Participation  Agreement or in the Trust  Agreement to or for the benefit of the
Bank,  provided,  that in the case of this clause (ii) such  default  shall have
continued  unremedied for a period of at least fifteen (15) days after notice to
the Owner Trustee and Lessee by the Bank, provided, further, that in the case of
this clause (ii), such default is not capable of remedy within such fifteen (15)
day period but may be remedied  with further  diligence  and if the Borrower has
and  continues  to pursue  diligently  such remedy,  then the Borrower  shall be
granted  additional  time to pursue  such  remedy  but in no event  more than an
additional thirty (30) days; or

         (g) The Borrower  shall  commence a voluntary  case  concerning  itself
under the  Bankruptcy  Code or an  involuntary  case is  commenced  against  the
Borrower  and the  petition  is not  contravened  within  ten  (10)  days  after
commencement  of the  case or an  involuntary  case  is  commenced  against  the
Borrower  and the  petition  is not  dismissed  within  sixty  (60)  days  after
commencement of the case; or a custodian (as defined in the Bankruptcy  Code) is
appointed for, or takes charge of, all or  substantially  all of the property of
the  Borrower;  or  the  Borrower  commences  any  other  proceeding  under  any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency  or  liquidation  or similar law of any  jurisdiction  whether now or
hereafter in effect relating to the Borrower,  or there is commenced against the
Borrower any such  proceeding  which remains  undismissed  for a period of sixty
(60) days; or the Borrower is adjudicated insolvent or bankrupt, or any order of
relief or other order  approving any such case or proceeding is entered;  or the
Borrower  suffers any  appointment  of any  custodian  or the like for it or any
substantial  part of its  property to continue  undischarged  or unstayed  for a
period of sixty (60) days; or the Borrower  makes a general  assignment  for the
benefit of  creditors;  or any corporate or  partnership  action is taken by the
Borrower for the purpose of effecting any of the foregoing; or

         (h) Any Security  Document  shall cease to be in full force and effect,
or  shall  cease  to give the Bank the  Liens,  rights,  powers  and  privileges
purported to be created thereby  (including  without limitation a first priority
perfected security interest in, and Lien on, all of the Properties), superior to
and prior to the  rights of all third  Persons  and  subject  to no other  Liens
(except  in  each  case  to the  extent  expressly  permitted  herein  or in any
Operative Agreement) other than any Ground Lease; or

         (i)      The Lease shall cease to be enforceable against the Lessee; or

                                       10

<PAGE>


         (j) One (1) or more  judgments or decrees shall be entered  against the
Borrower involving a liability of $100,000 or more in the aggregate for all such
judgments  and decrees for the Borrower and any such  judgments or decrees shall
not have been  vacated,  discharged  or stayed or bonded  pending  appeal within
sixty (60) days from the entry thereof,

then, and in any such event, (A) if such event is an Event of Default  specified
in  paragraph  (g)  above  with  respect  to  the  Borrower,  automatically  the
Commitments  shall  immediately  terminate and the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement and the Notes
shall  immediately  become due and  payable,  and (B) if such event is any other
Event of Default,  either or both of the following actions may be taken: (i) the
Bank may, by notice to the Borrower  declare the  Commitments  to be  terminated
forthwith,  whereupon the Commitments shall immediately terminate;  and (ii) the
Bank may by notice to the Borrower,  declare the Loans  hereunder  (with accrued
interest thereon) and all other amounts owing under this Agreement and the Notes
to be due and payable forthwith, whereupon the same shall immediately become due
and payable (any of the foregoing  occurrences or actions  referred to in clause
(A) or (B) above, an "Acceleration"). Except as expressly provided above in this
Section 6,  presentment,  demand,  protest and all other notices of any kind are
hereby expressly waived.

         Upon the occurrence of any Event of Default and at any time  thereafter
so long as any Event of Default shall be  continuing,  the Bank may exercise any
or all of the rights and powers and pursue any and all of the remedies available
to it  hereunder  and  (subject  to the terms  thereof)  under the other  Credit
Documents,  the Lease and the other Operative  Agreements and shall have any and
all rights and  remedies  available  under the  Uniform  Commercial  Code or any
provision of law.

         Upon the occurrence of any Event of Default and at any time  thereafter
so long as any Event of Default  shall be  continuing,  the Bank may  proceed to
protect and enforce this Agreement,  the Notes,  the other Credit  Documents and
the Lease by suit or suits or  proceedings  in equity,  at law or in bankruptcy,
and whether for the specific  performance  of any  covenant or agreement  herein
contained or in execution or aid of any power herein granted, or for foreclosure
hereunder, or for the appointment of a receiver or receivers for the Property or
for the recovery of judgment  for the  indebtedness  secured  thereby or for the
enforcement  of any other  proper,  legal or equitable  remedy  available  under
applicable laws.

         The Borrower shall be liable for any and all accrued and unpaid amounts
due  hereunder  before,  after or during the  exercise  of any of the  foregoing
remedies,  including  without  limitation  all  reasonable  legal fees and other
reasonable  costs and expenses  incurred by the Bank by reason of the occurrence
of any Event of Default or the exercise of remedies with respect thereto.


                      SECTION 7. [INTENTIONALLY LEFT BLANK]

                                       11

<PAGE>

              SECTION 8. MATTERS RELATING TO PAYMENT AND COLLATERAL

         8.1      Collection and Allocation of Payments and Other Amounts.

         The Lessee,  the  Construction  Agent,  the Bank and the Borrower  have
agreed pursuant to the terms of Section 8.7 of the Participation  Agreement to a
procedure for the allocation of certain payments,  including without  limitation
the proceeds of Collateral.

         8.2      Certain Remedial Matters.

         Notwithstanding  any other  provision  of this  Agreement  or any other
Credit Document:

         (a) the  Borrower  shall at all times  retain to the  exclusion  of all
other  parties,  all rights to  Excepted  Payments  payable to it and to demand,
collect or commence an action at law to obtain such  payments and to enforce any
judgment with respect thereto; and

         (b) the  Borrower  and the Bank shall at all times retain the right (i)
to retain all rights with  respect to  insurance  that  Article XIV of the Lease
specifically  confers upon the "Lessor",  (ii) to provide such  insurance as the
Lessee  shall have failed to maintain or as the Borrower or the Bank may desire,
and (iii) to enforce  compliance  by the Lessee with the  provisions of Articles
VIII, IX, X, XI, XIV and XVII of the Lease.

         8.3      Excepted Payments.

         Notwithstanding  any other  provision of this Agreement or the Security
Documents,  any  Excepted  Payment  received  at any time by the  Bank  shall be
distributed promptly to the Person entitled to receive such Excepted Payment.


                            SECTION 9. MISCELLANEOUS

         9.1      Amendments and Waivers.

         None of the terms or  provisions of this  Agreement may be  terminated,
amended, supplemented, waived or modified except in accordance with the terms of
Section 12.4 of the Participation Agreement.

         9.2      Notices.

         All notices required or permitted to be given under this Agreement
shall be given in accordance with Section 12.2 of the Participation Agreement.

                                       12

<PAGE>

         9.3      No Waiver; Cumulative Remedies.

         No failure to exercise and no delay in  exercising,  on the part of the
Bank, any right,  remedy, power or privilege hereunder or under the other Credit
Documents  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise of any right,  remedy,  power or privilege hereunder preclude any other
or future exercise thereof or the exercise of any other right,  remedy, power or
privilege.  The rights,  remedies,  powers and  privileges  herein  provided are
cumulative  and not  exclusive of any rights,  remedies,  powers and  privileges
provided by law.

         9.4      Survival of Representations and Warranties.

         All  representations  and  warranties  made by the  Borrower  under the
Operative  Agreements shall survive the execution and delivery of this Agreement
and the Notes and the making of the Loans hereunder.

         9.5      Payment of Expenses and Taxes.

         The  Borrower   agrees  to  (with  funds  provided  by  the  Lessee  as
Supplemental  Rent): (a) pay all reasonable  out-of-pocket costs and expenses of
the  Bank  (i)  whether  or  not  the  transactions   herein   contemplated  are
consummated,  in connection  with the  negotiation,  preparation,  execution and
delivery of the Operative  Agreements and the documents and instruments referred
to therein  (including  without limitation the reasonable fees and disbursements
of Moore & Van  Allen,  PLLC)  and any  amendment,  waiver or  consent  relating
thereto  (including  without limitation the reasonable fees and disbursements of
counsel  to the  Agent)  and  (ii) in  connection  with the  enforcement  of the
Operative  Agreements  and the  documents  and  instruments  referred to therein
(including  without  limitation the reasonable fees and disbursements of counsel
for the Bank and for each of the Lenders) and (b) pay and hold the Bank harmless
from and against any and all present and future  stamp and other  similar  taxes
with  respect  to the  foregoing  matters  and  from  and  against  any  and all
liabilities  with respect to or resulting from any delay or omission to pay such
taxes.

         9.6      Successors and Assigns; Participations and Assignments.

         This  Agreement  shall be binding  upon and inure to the benefit of the
Borrower and the Bank and their respective  successors and assigns,  except that
the Borrower may not assign or transfer any of its rights or  obligations  under
this Agreement without the prior written consent of the Bank.

         9.7      [Intentionally Left Blank].

         9.8      Assignments.

         (a) Subject to and in accordance with Section 10.1 of the Participation
Agreement,  the  Bank  may,  in  the  ordinary  course  of its  business  and in
accordance  with  applicable  law, at any time and from time to time assign with
the  consent,  subject to Section  9.1 of the

                                       13

<PAGE>


Participation  Agreement,  of the  Borrower  (which  shall  not be  unreasonably
withheld  or delayed  and which  consent of the  Borrower  shall not be required
during  the  continuation  of any  Event of  Default),  to any  bank,  financial
institution  or other  entity  that is  either  organized  under the laws of the
United  States or any state  thereof or is a foreign bank that operates a branch
office in the United States (each, a "Purchasing Lender") all or any part of its
rights and obligations  under this Agreement and the other Operative  Agreements
pursuant to an Assignment and Acceptance,  substantially  in the form of Exhibit
B. Upon such execution,  delivery,  acceptance and recording, from and after the
effective date determined  pursuant to such  Assignment and Acceptance,  (x) the
Purchasing Lender thereunder shall be a party hereto and, to the extent provided
in such Assignment and  Acceptance,  have the rights and obligations of the Bank
hereunder with a Commitment as set forth therein, and (y) the Bank shall, to the
extent  provided  in such  Assignment  and  Acceptance,  be  released  from  its
obligations  under  this  Agreement  (and  the  Bank  shall  cease to be a party
hereto). Notwithstanding anything to the contrary in this Agreement, the consent
of the Borrower  shall not be required,  and,  unless  requested by the relevant
Purchasing  Lender, new Notes shall not be required to be executed and delivered
by the  Borrower,  for any  assignment  which occurs at any time when any of the
events described in Section 6(g) shall have occurred and be continuing.

         (b) Upon its receipt of an Assignment  and  Acceptance  executed by the
Bank  and a  Purchasing  Lender  the  Borrower  shall  execute  and  deliver  to
Purchasing  Lender new Notes (in exchange for the Notes of the Bank), each in an
amount  equal to the  Commitment  assumed  or Loans  purchased  by the  relevant
Purchasing  Lender pursuant to such  Assignment and  Acceptance.  Such new Notes
shall be dated the effective  date of the  applicable  Assignment and Acceptance
and shall otherwise be in the form of the Notes replaced thereby.

         (c)      [Intentionally Left Blank].

         (d) The Bank may,  from time to time and  without  the  consent  of the
Borrower or any other Person, pledge or assign for security purposes any portion
of its Loans or any  other  interests  in this  Agreement  and the other  Credit
Documents to any Federal Reserve Bank.

         9.9      [Intentionally Left Blank].

         9.10     Set-off.

         (a)      [Intentionally Left Blank].

         (b) In addition to any rights now or hereafter granted under applicable
law or  otherwise,  and not by way of  limitation  of any such rights,  upon the
occurrence of an Event of Default,  the Bank is hereby authorized at any time or
from time to time, without presentment,  demand,  protest or other notice of any
kind to the  Borrower  or to any other  Person,  any such  notice  being  hereby
expressly  waived,  to set off and to appropriate and apply any and all deposits
(general or special) and any other Indebtedness at any time held or owing by the
Bank (including without limitation by branches and agencies of the Bank wherever
located)  to or for the credit or the  account of the  Borrower  against  and on
account of the  obligations  and  liabilities  of the

                                       14

<PAGE>


Borrower to the Bank under this  Agreement  or under any of the other  Operative
Agreements,  and all other claims of any nature or description arising out of or
connected with this Agreement or any other Operative Agreement,  irrespective or
whether  or  not  the  Bank  shall  have  made  any  demand  and  although  said
obligations,  liabilities  or claims,  or any of them,  shall be  contingent  or
unmatured.

         9.11     Counterparts.

         This  Agreement  may be  executed  by one (1) or more of the parties to
this  Agreement  on any  number  of  separate  counterparts  (including  without
limitation by telecopy),  and all of said  counterparts  taken together shall be
deemed to  constitute  one (1) and the same  instrument.  A set of the copies of
this  Agreement  signed by all the parties shall be lodged with the Borrower and
the Bank.

         9.12     Severability.

         Any provision of this Agreement which 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.

         9.13     Integration.

         This Agreement and the other Credit  Documents  represent the agreement
of the  Borrower  and the Bank with  respect to the  subject  matter  hereof and
thereof, and there are no promises, undertakings,  representations or warranties
by the Bank  relative  to  subject  matter  hereof  not  expressly  set forth or
referred to herein or in the other Credit Documents.

         9.14     GOVERNING LAW.

         THIS  AGREEMENT  AND THE NOTES AND THE  RIGHTS AND  OBLIGATIONS  OF THE
PARTIES UNDER THIS  AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED,
INTERPRETED  AND  ENFORCED  IN  ACCORDANCE  WITH,  THE LAW OF THE STATE OF NORTH
CAROLINA.

         9.15     SUBMISSION TO JURISDICTION; VENUE; ARBITRATION.

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

         9.16     Acknowledgments.

         The Borrower hereby acknowledges that:

                                       15

<PAGE>

         (a) The Bank has no fiduciary relationship with or duty to the Borrower
arising out of or in connection  with this  Agreement or any of the other Credit
Documents,  and the  relationship  between  the  Bank on one (1)  hand,  and the
Borrower,  on the other hand, in connection herewith or therewith is solely that
of debtor and creditor; and

         (b) no joint venture is created hereby or by the other Credit Documents
or otherwise exists by virtue of the transactions  contemplated  hereby or among
the Borrower and the Bank.

         9.17     WAIVERS OF JURY TRIAL.

         THE BORROWER AND THE BANK HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE,
TO THE FULLEST  EXTENT  ALLOWED BY  APPLICABLE  LAW,  TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN.

         9.18     Nonrecourse.

         In  addition  to  and  not  in   limitation  of  Section  12.9  of  the
Participation Agreement, anything to the contrary contained in this Agreement or
in any other Operative Agreement notwithstanding,  no Exculpated Person shall be
personally  liable in any respect for any liability or  obligation  hereunder or
under any other Operative  Agreement including without limitation the payment of
the  principal  of, or interest on, the Notes,  or for monetary  damages for the
breach of performance of any of the covenants  contained in this Agreement,  the
Notes or any of the other  Operative  Agreements.  The Bank agrees that,  in the
event it pursues any remedies  available under this Agreement,  the Notes or any
other  Operative  Agreement,  the Bank shall not have any  recourse  against the
Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for
monetary  damages or otherwise  resulting  therefrom  and recourse  shall be had
solely and  exclusively  against the Trust  Estate and the  Lessee;  but nothing
contained  herein shall be taken to prevent  recourse against or the enforcement
of  remedies  against  the Trust  Estate in respect of any and all  liabilities,
obligations and undertakings contained in this Agreement, the Notes or any other
Operative  Agreement.  The Bank further  agrees that the  Borrower  shall not be
responsible for the payment of any amounts owing hereunder  (excluding principal
and  interest  (other  than  Overdue  Interest)  in respect of the Loans)  (such
non-excluded amounts, "Supplemental Amounts") except to the extent that payments
of  Supplemental   Rent  designated  by  the  Lessee  for  application  to  such
Supplemental  Amounts  shall have been paid by the Lessee  pursuant to the Lease
(it being  understood  that the  failure by the Lessee for any reason to pay any
Supplemental Rent in respect of such Supplemental  Amounts shall nevertheless be
deemed to  constitute  a default by the Borrower for the purposes of Section 6).
Notwithstanding  the foregoing  provisions of this Section 9.18, nothing in this
Agreement  or any  other  Operative  Agreement  shall (a)  constitute  a waiver,
release or discharge of any obligation evidenced or secured by this Agreement or
any other Credit Document,  (b) limit the right of the Bank to name the Borrower
as a party  defendant  in any action or suit for judicial  foreclosure  and sale
under  any  Security  Document,  or  (c)  affect  in any  way  the  validity  or
enforceability of any guaranty

                                       16

<PAGE>


(whether of payment  and/or  performance)  given to the Lessor or the Bank or of
any indemnity agreement given by the Borrower, in connection with the Loans made
hereunder.

         9.19     USURY SAVINGS PROVISION.

         IT IS THE INTENT OF THE  PARTIES  HERETO TO CONFORM TO AND  CONTRACT IN
STRICT COMPLIANCE WITH APPLICABLE USURY LAW FROM TIME TO TIME IN EFFECT AND THAT
N.C.  GEN.  STAT.  ss. 24-9 SHALL APPLY WITH RESPECT TO THIS  AGREEMENT.  TO THE
EXTENT N.C.  GEN.STAT.  ss.24-9 IS  HEREAFTER  DEEMED NOT TO APPLY BY A COURT OF
COMPETENT JURISDICTION AND ANY PAYMENTS HEREUNDER ARE HEREINAFTER  CHARACTERIZED
BY ANY  COURT OF  COMPETENT  JURISDICTION  AS THE  REPAYMENT  OF  PRINCIPAL  AND
INTEREST THEREON, THE FOLLOWING PROVISIONS OF THIS SECTION 9.19 SHALL APPLY. ANY
SUCH  PAYMENTS  SO  CHARACTERIZED  AS  INTEREST  MAY BE  REFERRED  TO  HEREIN AS
"INTEREST."  ALL  AGREEMENTS  AMONG THE PARTIES HERETO ARE HEREBY LIMITED BY THE
PROVISIONS  OF  THIS  PARAGRAPH  WHICH  SHALL  OVERRIDE  AND  CONTROL  ALL  SUCH
AGREEMENTS,  WHETHER NOW  EXISTING OR HEREAFTER  ARISING AND WHETHER  WRITTEN OR
ORAL. IN NO WAY, NOR IN ANY EVENT OR CONTINGENCY  (INCLUDING  WITHOUT LIMITATION
PREPAYMENT  OR  ACCELERATION  OF THE  MATURITY  OF ANY  OBLIGATION),  SHALL  ANY
INTEREST  TAKEN,  RESERVED,  CONTRACTED  FOR,  CHARGED,  OR RECEIVED  UNDER THIS
AGREEMENT OR OTHERWISE,  EXCEED THE MAXIMUM NONUSURIOUS AMOUNT PERMISSIBLE UNDER
APPLICABLE  LAW.  IF, FROM ANY  POSSIBLE  CONSTRUCTION  OF ANY OF THE  OPERATIVE
AGREEMENTS  OR ANY OTHER  DOCUMENT OR  AGREEMENT,  INTEREST  WOULD  OTHERWISE BE
PAYABLE IN EXCESS OF THE MAXIMUM NONUSURIOUS AMOUNT, ANY SUCH CONSTRUCTION SHALL
BE SUBJECT TO THE  PROVISIONS  OF THIS  PARAGRAPH  AND SUCH  AMOUNTS  UNDER SUCH
DOCUMENTS  OR  AGREEMENTS  SHALL  BE   AUTOMATICALLY   REDUCED  TO  THE  MAXIMUM
NONUSURIOUS  AMOUNT  PERMITTED UNDER  APPLICABLE  LAW,  WITHOUT THE NECESSITY OF
EXECUTION OF ANY AMENDMENT OR NEW DOCUMENT OR AGREEMENT.  IF THE BANK SHALL EVER
RECEIVE ANYTHING OF VALUE WHICH IS CHARACTERIZED AS INTEREST WITH RESPECT TO THE
OBLIGATIONS OWED HEREUNDER OR UNDER  APPLICABLE LAW AND WHICH WOULD,  APART FROM
THIS  PROVISION,  BE IN EXCESS OF THE MAXIMUM LAWFUL AMOUNT,  AN AMOUNT EQUAL TO
THE AMOUNT WHICH WOULD HAVE BEEN EXCESSIVE INTEREST SHALL,  WITHOUT PENALTY,  BE
APPLIED TO THE REDUCTION OF THE COMPONENT OF PAYMENTS DEEMED TO BE PRINCIPAL AND
NOT TO THE PAYMENT OF  INTEREST,  OR REFUNDED TO THE BORROWER OR ANY OTHER PAYOR
THEREOF,  IF AND TO THE EXTENT  SUCH  AMOUNT  WHICH  WOULD  HAVE BEEN  EXCESSIVE
EXCEEDS THE COMPONENT OF PAYMENTS  DEEMED TO BE  PRINCIPAL.  THE RIGHT TO DEMAND
PAYMENT OF ANY AMOUNTS  EVIDENCED BY ANY OF THE  OPERATIVE  AGREEMENTS  DOES NOT
INCLUDE THE RIGHT TO RECEIVE ANY INTEREST WHICH HAS NOT OTHERWISE ACCRUED ON THE
DATE OF SUCH  DEMAND,  AND THE BANK DOES NOT  INTEND TO  CHARGE OR  RECEIVE  ANY
UNEARNED

                                       17

<PAGE>


INTEREST IN THE EVENT OF SUCH DEMAND.  ALL INTEREST PAID OR AGREED TO BE PAID TO
THE BANK,  TO THE EXTENT  PERMITTED BY APPLICABLE  LAW, BE AMORTIZED,  PRORATED,
ALLOCATED,  AND  SPREAD  THROUGHOUT  THE FULL  STATED  TERM  (INCLUDING  WITHOUT
LIMITATION  ANY RENEWAL OR  EXTENSION)  OF THIS  AGREEMENT SO THAT THE AMOUNT OF
INTEREST ON ACCOUNT OF SUCH  PAYMENTS  DOES NOT EXCEED THE  MAXIMUM  NONUSURIOUS
AMOUNT PERMITTED BY APPLICABLE LAW.



                            [signature pages follow]

                                       18

<PAGE>


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


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


                                    By: /s/ Val T. Orton

                                    Name: Val T. Orton

                                    Title: Vice President


                                    FIRST UNION NATIONAL BANK, as Lender


                                    By: /s/ Eileen McCrickard

                                    Name: Eileen McCrickard

                                    Title: Vice President




<PAGE>



                                    Exhibit A


                                 PROMISSORY NOTE

                           (DTSD Realty Trust 1999-1)

                                                              ___________, 199__


         FOR VALUE  RECEIVED,  the  undersigned,  FIRST SECURITY BANK,  NATIONAL
ASSOCIATION,  not in its  individual  capacity,  but solely as the Owner Trustee
under the DTSD Realty  Trust  1999-1 (the  "Borrower"),  hereby  unconditionally
promises to pay to the order of FIRST UNION NATIONAL BANK (the "Lender"), at the
office of First Union National Bank,  located at c/o First Union Capital Markets
Group, DC6, 301 South College Street, Charlotte, North Carolina 28288-0166 or at
such other  address as may be  specified  by the Lender,  in lawful money of the
United States of America and in  immediately  available  funds,  on the Maturity
Date the aggregate  unpaid  principal  amount of all Loans made by the Lender to
the Borrower pursuant to Section 2.1 of the Credit Agreement (as defined below).
The  Borrower  agrees to pay interest in like money at such office on the unpaid
principal  amount hereof from time to time  outstanding  at the rates and on the
dates specified in Section 2.8 of such Credit Agreement.

         The  holder of this Note is  authorized  to  endorse  on the  schedules
annexed hereto and made a part hereof or on a  continuation  thereof which shall
be attached hereto and made a part hereof the date, Type and amount of each Loan
made pursuant to the Credit Agreement and the date and amount of each payment or
prepayment of principal thereof,  each continuation  thereof and each conversion
of all or a  portion  thereof  to  another  Type.  Each such  endorsement  shall
constitute prima facie evidence of the accuracy of the information endorsed. The
failure to make any such endorsement or any error in such endorsement  shall not
affect the obligations of the Borrower in respect of such Loan.

         This  Note  (a) is  one  (1) of the  Notes  referred  to in the  Credit
Agreement  dated  as of June 2,  1999 (as  amended,  supplemented  or  otherwise
modified from time to time, the "Credit Agreement"),  among the Borrower and the
Lender,  (b) is subject to the  provisions  of the Credit  Agreement  (including
without  limitation  Section  9.18  thereof)  and (c) is subject to optional and
mandatory  prepayment  in whole or in part as provided in the Credit  Agreement.
Reference  is hereby  made to the  Credit  Documents  for a  description  of the
properties and assets in which a security interest has been granted,  the nature
and extent of the security and the  guarantees,  the terms and  conditions  upon
which the security  interests and each  guarantee were granted and the rights of
the holder of this Note in respect thereof.

         Upon the  occurrence  of any one (1) or more of the Events of  Default,
all amounts then remaining unpaid on this Note shall become,  or may be declared
to be, immediately due and payable, all as provided in the Credit Agreement.

                                      A-1

<PAGE>


         All parties now and hereafter liable with respect to this Note, whether
maker,  principal,  surety,  guarantor,  endorser  or  otherwise,  hereby  waive
presentment, demand, protest and all other notices of any kind.

         Unless otherwise defined herein,  terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NORTH CAROLINA.


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

                                      A-2

<PAGE>


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


                                         FIRST     SECURITY    BANK, NATIONAL
                                         ASSOCIATION, not individually, but
                                         solely as the Owner Trustee under the
                                         DTSD Realty Trust 1999-1


                                         By:_________________________________

                                         Name:_______________________________

                                         Title:______________________________




<PAGE>


                                    Exhibit B


                            ASSIGNMENT AND ACCEPTANCE


         Reference is made to the Credit Agreement, dated as of June 2, 1999 (as
amended,  supplemented  or  otherwise  modified  from time to time,  the "Credit
Agreement"),  among  FIRST  SECURITY  BANK,  NATIONAL  ASSOCIATION,  not  in its
individual capacity, but solely as the Owner Trustee under the DTSD Realty Trust
1999-1 (the "Owner Trustee" or the  "Borrower"),  and FIRST UNION NATIONAL BANK,
as the Lender.  Unless  otherwise  defined  herein,  terms defined in the Credit
Agreement  (or pursuant to Section 1 of the Credit  Agreement,  defined in other
agreements) and used herein shall have the meanings given to them in or pursuant
to the Credit Agreement.

         FIRST UNION NATIONAL BANK (the "Assignor") and  [_______________]  (the
"Assignee") agree as follows:

         1. The Assignor  hereby  irrevocably  sells and assigns to the Assignee
without recourse to the Assignor,  and the Assignee hereby irrevocably purchases
and  assumes  from the  Assignor  without  recourse to the  Assignor,  as of the
Effective Date (as defined below), a 100% interest (the "Assigned  Interest") in
and to the Assignor's  rights and  obligations  under the Credit  Agreement with
respect to the credit  facility  contained  in the Credit  Agreement  as are set
forth on Schedule 1 hereto (the "Assigned Facility"),  in a principal amount for
the Assigned Facility as set forth on Schedule 1.

         2. The Assignor (a) makes no  representation or warranty and assumes no
responsibility  with respect to any  statements,  warranties or  representations
made in or in  connection  with the  Credit  Agreement  or any  other  Operative
Agreement or the execution,  legality,  validity,  enforceability,  genuineness,
sufficiency or value of the Credit Agreement,  any other Operative  Agreement or
any other instrument or document furnished pursuant thereto,  other than that it
has not  created  any  adverse  claim upon the  interest  being  assigned  by it
hereunder  and that such  interest is free and clear of any such adverse  claim;
(b) makes no  representation  or  warranty  and assumes no  responsibility  with
respect to the financial condition of the Borrower,  or any other obligor or the
performance or observance by the Borrower,  or any other obligor of any of their
respective  obligations  under  the  Credit  Agreement  or any  other  Operative
Agreement  or any other  instrument  or document  furnished  pursuant  hereto or
thereto;  and (c) attaches the Note held by it evidencing the Assigned  Facility
and requests that the Borrower  exchange such Note for a new Note payable to the
Assignee.

         3.  The  Assignee  (a)  represents  and  warrants  that  it is  legally
authorized to enter into this  Assignment and  Acceptance;  (b) confirms that it
has received  copies of the Operative  Agreements,  and such other documents and
information  as it has deemed  appropriate  to make its own credit  analysis and
decision to enter into this Assignment and Acceptance;  (c) agrees that it will,
independently and without reliance upon the Assignor and based on such documents
and

                                      B-1

<PAGE>


information as it shall deem  appropriate at the time,  continue to make its own
credit decisions in taking or not taking action under the Credit Agreement,  the
other  Operative  Agreements  or any  other  instrument  or  document  furnished
pursuant  hereto  or  thereto;  and (d)  agrees  that it  will be  bound  by the
provisions of the Credit  Agreement and the other Operative  Agreements to which
Assignee is a party and will perform in accordance  herewith all the obligations
which by the terms of the Credit Agreement and the other Operative Agreements to
which Assignee is a party are required to be performed by it.

         4.  The  effective  date of this  Assignment  and  Acceptance  shall be
[________, 199__] (the "Effective Date").

         5. From and after the  Effective  Date,  the  Borrower  shall  make all
payments  in respect of the  Assigned  Interest  (including  without  limitation
payments of principal, interest, fees and other amounts) to the Assignee whether
such amounts have accrued  prior to the Effective  Date or accrue  subsequent to
the Effective  Date.  The Assignor and the Assignee  shall make all  appropriate
adjustments  in payments by the Borrower for periods prior to the Effective Date
or with respect to the making of this assignment directly between themselves.

         6. From and after the Effective Date, (a) the Assignee shall be a party
to the Credit  Agreement  and,  to the extent  provided in this  Assignment  and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Operative  Agreements and shall be bound by the provisions thereof and (b)
the Assignor  shall,  to the extent  provided in this Assignment and Acceptance,
relinquish  its rights and be  released  from its  obligations  under the Credit
Agreement and the other Operative Agreements.

         7. THIS ASSIGNMENT AND ACCEPTANCE  SHALL BE GOVERNED BY, AND CONSTRUED,
INTERPRETED  AND  ENFORCED  IN  ACCORDANCE  WITH THE LAWS OF THE  STATE OF NORTH
CAROLINA.

                                      B-2

<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.


                                    FIRST UNION NATIONAL BANK, as Assignor

                                    By:______________________________________

                                    Name:____________________________________

                                    Title:___________________________________


                                    [Name of Assignee]

                                    By:______________________________________

                                    Name:____________________________________

                                    Title:___________________________________


                                    Consented To:

                                    FIRST     SECURITY    BANK, NATIONAL
                                    ASSOCIATION, not individually, but solely as
                                    the Owner Trustee under the DTSD Realty
                                    Trust 1999-1


                                    By:_______________________________________

                                    Name:_____________________________________

                                    Title:____________________________________


[consents  required only to the extent expressly  provided in Section 9.8 of the
Credit Agreement]

                                      B-3

<PAGE>


                                   SCHEDULE 1
                          TO ASSIGNMENT AND ACCEPTANCE
                        RELATING TO THE CREDIT AGREEMENT,
                            DATED AS OF JUNE 2, 1999,
                                      AMONG
                    FIRST SECURITY BANK, NATIONAL ASSOCIATION
                                NOT INDIVIDUALLY,
                        BUT SOLELY AS THE OWNER TRUSTEE,
                                       AND
                      FIRST UNION NATIONAL BANK, AS LENDER




Name of Assignor:  First Union National Bank

Name of Assignee:________________________________________

Effective Date of Assignment:____________________________

        Credit Principal              Commitment            Percentage
        Facility Assigned          Amount Assigned           Assigned

                               $                               100%
   -------------------------   ---------------------    ----------------------




         FIRST UNION NATIONAL BANK, as Assignor

         By:_________________________________________

         Name:_______________________________________

         Title:______________________________________

         [Name of Assignee], as Assignee

         By:_________________________________________

         Name:_______________________________________

         Title:______________________________________


