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<DESCRIPTION>2000 ANNUAL REPORT ON FORM 10-K
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

           ( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 2000


                           Commission File No.0-25464

                            DOLLAR TREE STORES, INC.
             (Exact name of registrant as specified in its charter)

              Virginia                            54-1387365
    (State or other jurisdiction of             (I.R.S. Employer
     Incorporation or organization)              Identification No.)

                     500 Volvo Parkway, Chesapeake, VA 23320
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (757) 321-5000

           Securities Registered Pursuant to Section 12(b) of the Act:
     Title of Each Class        Name of Each Exchange on Which Registered
          None                                  None

           Securities Registered Pursuant to Section 12(g) of the Act:
                     Common Stock (par value $.01 per share)
                                (Title of Class)

     Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No ( )

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )

     The aggregate market value of Common Stock held by non-affiliates of the
Registrant on March 23, 2001 was $1,671,936,316 based on a $17.22 average of the
high and low sales prices for the Common ,Stock on such date. For purposes of
this computation, all executive officers and directors have been deemed to be
affiliates. Such determination should not be deemed to be an admission that such
executive officers and directors are, in fact, affiliates of the Registrant.

     On March 23, 2001 there were 112,142,690 shares of the Registrant's Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

The information called for in Part III is incorporated by reference to the
definitive Proxy Statement for the Annual Meeting of Stockholders of the Company
to be held May 24, 2001, which will be filed with the Securities and Exchange
Commission not later than April 30, 2001.


<PAGE>



                            DOLLAR TREE STORES, INC.
                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
                                PART I

Item 1.  BUSINESS...........................................................  4

Item 2.  PROPERTIES.........................................................  8

Item 3.  LEGAL PROCEEDINGS.................................................. 10

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................ 10

                                PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS.............................................. 10

Item 6.  SELECTED FINANCIAL DATA............................................ 11

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS.............................. 13

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......... 21

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................ 23

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE.............................. 44


                               PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................. 44

Item 11. EXECUTIVE COMPENSATION............................................. 44

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT................................................... 44

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................... 44


                                PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
           ON FORM 8-K...................................................... 45

         SIGNATURES......................................................... 46




                                       2
<PAGE>

A WARNING ABOUT FORWARD LOOKING STATEMENTS: This document contains
"forward-looking statements" as that term is used in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements address future events,
developments and results. They include statements preceded by, followed by or
including words such as "believe," "anticipate," "expect," "intend," "plan,"
"view" or "estimate." For example, our forward-looking statements include
statements regarding:

     o    our anticipated sales and comparable store net sales;

     o    our growth plans, including our plans to open, add, expand or relocate
          stores, and our anticipated gross square footage increase;

     o    the possible effect of inflation and other economic changes on our
          costs and profitability, including the possible effect of future
          changes in shipping rates, domestic and foreign freight costs, fuel
          costs (including fuel surcharge for imports), minimum wage rates and
          wage and benefit costs;

     o    our cash needs, including our ability to fund our future capital
          expenditures and working capital requirements;

     o    our gross profit margin and ability to leverage selling, general and
          administrative costs;

     o    seasonal sales patterns of both our traditional and larger stores;

     o    possible changes in our merchandise mix and its effect on gross profit
          margin and sales;

     o    the capabilities of, and the cost of improving our inventory supply
          chain processes;

     o    the future reliability of, and cost associated with, our sources of
          supply, particularly China;

     o    the future availability of quality merchandise that can be profitably
          sold for $1.00;

     o    the capacity, performance and cost of our existing and planned
          distribution centers, including opening and expansion schedules; and

     o    our expectations regarding competition.

These forward-looking statements are subject to numerous risks, uncertainties
and assumptions potentially affecting Dollar Tree, including the factors
described in this annual report under the headings "Business," "Properties" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," as well as the factors listed under "Risk Factors" in our most
recent prospectus. They include, among other things:

     o    adverse weather and economic conditions, such as reduced consumer
          confidence and spending;

     o    failure to meet our aggressive sales and other expansion goals or to
          successfully manage our growth, including opening or expanding stores
          on a timely basis;

     o    difficulties and uncertainties in adding and operating larger stores,
          with which we have less experience;

     o    the seasonality of our sales and the importance of our fourth quarter
          operating results;

     o    our profitability is especially vulnerable to future increases in
          operating and merchandise costs, including shipping rates, freight
          costs, fuel costs, wage and benefit levels, inflation, competition and
          other adverse economic factors;

     o    the capacity and performance of our distribution system and our
          ability to expand its capacity in time to support our sales growth;

     o    unforeseen disruptions or costs in operating and expanding our
          receiving;

     o    possible delays, costs and other difficulties in integrating Dollar
          Express with our business;

     o    increase in the cost or disruption of the flow of our imported goods;

                                       3
<PAGE>

     o    difficulties in obtaining sufficient quantities of low-cost
          merchandise; and

     o    increased competition in the discount retail market.

     Our forward-looking statements could be wrong in light of these and other
risks, uncertainties and assumptions. The future events, developments or results
described in this report or our most recent prospectus could turn out to be
materially different. We have no obligation to publicly update or revise our
forward-looking statements after the date of this annual report and you should
not expect us to do so.

     Investors should also be aware that while we do, from time to time,
communicate with securities analysts, it is against our policy to disclose to
them any material nonpublic information or other confidential commercial
information. Accordingly, shareholders should not assume that we agree with any
statement or report issued by any analyst regardless of the content of the
statement or report. We generally do not issue financial forecasts or
projections and we have a policy against confirming those issued by others.
Thus, to the extent that reports issued by securities analysts contain any
projections, forecasts or opinions, such reports are not our responsibility.

     INTRODUCTORY NOTE: Unless otherwise stated, references to "we," "our" and
"Dollar Tree" generally refer to Dollar Tree Stores, Inc. and its direct and
indirect subsidiaries on a consolidated basis.

                                     PART I


Item 1.  BUSINESS

Overview

     Macon Brock, our President and Chief Executive Officer, Doug Perry, our
Chairman and Ray Compton, our Executive Vice President started Dollar Tree in
1986. We are the leading operator of discount variety stores offering
merchandise at the fixed price of $1.00. We believe the variety and quality of
products we sell for $1.00 set us apart from our competitors. In each of the
last three years, we added over 220 stores. As of December 31, 2000, we operated
1,729 stores totaling 9.8 million gross square feet in 36 states:

     o    1,327 are our traditional dollar stores, generally ranging from 3,500
          to 6,000 gross square feet;

     o    378 are larger dollar stores, generally ranging from 7,000 to 12,000
          gross square feet; and

     o    24 are multi-price point card and gift stores, generally ranging from
          3,000 to 5,000 gross square feet.

     During 2000, we merged with Dollar Express, Inc., which operated 132 stores
in the Mid-Atlantic area. Of the stores acquired, 107 were $1.00 single-price
point stores operated as "Dollar Express" and 25 were multi-price point stores
operated as "Spain's Cards & Gifts."

     Our single-price point stores range from 2,000 to 23,000 total square feet
and operate under the names of Dollar Tree, Dollar Express, Dollar Bills, Only
One Dollar and Only $One. The single-price point stores are generally segregated
into two groups: stores less than 7,000 gross square feet, which we refer to as
our traditional stores and stores 7,000 gross square feet or greater, which we
refer to as our larger format stores. Our multi-price point stores operate under
the name Spain's Cards & Gifts and represent less than 1% of total net sales.

Business Strategy

     Value Offering. We strive to exceed our customers' expectations of the
variety and quality of products that can be purchased for $1.00. We believe that
many of the items we sell for $1.00 are typically sold for higher prices
elsewhere. We purchase a portion of our products directly from foreign
manufacturers, allowing us to pass on additional value to the customer. In
addition, direct relationships with both domestic and foreign manufacturers
permit us to select a broad product range, customize packaging and frequently
obtain larger product sizes and higher package quantities.


                                       4
<PAGE>


     Changing Merchandise Mix. We supplement our wide assortment of quality
everyday core merchandise and consumable products with a changing mix of new and
exciting products, including seasonal goods, such as Easter gifts, summer toys
and Halloween and Christmas decorations. We also take advantage of the
availability of lower-priced, private-label and regional brand goods, which we
believe are comparable to national name brands. We continually change the mix of
seasonal merchandise, non-seasonal merchandise and consumable products to add
variety and freshness to our merchandise offerings.

     Convenient, Highly Visible Store Locations. We locate our stores in areas
convenient to customers. We prefer opening new stores in strip shopping centers
anchored by strong mass merchandisers such as Wal Mart, Kmart and Target, whose
target customers we believe to be similar to ours. We also open stores in
neighborhood centers anchored by large grocery retailers. We believe that our
stores' bright lighting and curb appeal attract new and repeat customers and
enhance our image as both a destination and impulse store.

     Strong and Consistent Store Level Economics. Our stores have been
successful in major metropolitan areas, mid-sized cities and small towns. Since
1994, all stores opened under the Dollar Tree name have been profitable,
producing store-level operating income within the first full year of operation.

     Cost Control. Given our fixed $1.00 price structure, we must control
expenses, inventory levels and operating margins to be successful. We closely
monitor both retail inventory shrinkage and retail markdowns of inventory.
Neither exceeded 2.5% of annual net sales in each year from 1996 through 1999,
excluding the Dollar Express operations. In 2000, inventory shrinkage slightly
exceeded 2.5% while markdowns of inventory remained below 2.5%. As part of our
effort to control expenses, we generally do not advertise and we accept credit
and debit cards in only 10% to 15% of our stores. In the past five calendar
years, excluding merger-related items, we have maintained our gross profit
margins in the 34.6% to 37.0% range and our operating income margins in the
10.4% to 13.1% range.

Growth Strategy

     The primary factors contributing to our net sales growth have been new
store openings, comparable store net sales increases and mergers and
acquisitions. From 1996 to 2000, net sales increased at a compound annual growth
rate of 26.2% and operating income, excluding merger-related items, increased at
a compound annual growth rate of 31.7%. We expect that future sales growth will
come primarily from new store openings and, to a lesser degree, from comparable
store net sales increases, including those attributable to expanded and
relocated stores. We expect to open approximately 260 to 275 new stores and
close 10 to 15 stores in 2001 and we expect our total gross square footage to
increase 27% to 29%. We expect net sales to increase approximately 19% in 2001
as compared to 2000. Our expected net sales increase is less than our gross
square footage increase because net sales per gross square foot will decrease as
we open more of our larger format stores. Also, continued difficult economic and
consumer related conditions may likely reduce our net sales increases. Our store
openings will continue to be concentrated within our existing markets to take
advantage of market opportunities, distribution efficiencies and field
management efficiencies. In addition, we also plan to enter selected new
geographic markets.

     We plan to continue our store expansion and relocation program to increase
net sales per store and take advantage of market opportunities. In 2000, we
added approximately 401,000 gross square feet by expanding or relocating 98
stores. In 2001, we plan to expand or relocate approximately 100 stores, adding
approximately 400,000 gross square feet. We target stores for expansion and
relocation based on the current sales per square foot and changes in market
opportunities. Stores targeted for relocation in 2001 are generally stores in
the 2,500 to 3,000 square foot range.

     We have experienced significant sales growth over the last five years.
Managing our growth has become more complex because we are now operating over
1,700 stores in 36 states from coast to coast. We may not anticipate all the
challenges that our expanding operations will impose on our systems. Our sales
growth and profitability depends on our ability to increase our total store
square footage and the capacity of our store support systems in a profitable,
timely and efficient manner. To meet our aggressive growth plans, we must supply
an increasing number of stores with the proper mix and volume of merchandise;
successfully add and operate larger stores; hire, train and retain an increasing
number of qualified employees; open suitable store sites; and expand and upgrade
our distribution centers and internal store support systems on a tight time
schedule. We may not meet our targets for opening new stores and expanding
profitably.


                                       5
<PAGE>


     In the past five years, we added a total of 371 stores through three large
mergers and several small acquisitions. Our acquisition strategy has been to
target companies with a similar single price point concept that have shown
success in operations or provide a strategic advantage. Although we do not have
any current plans regarding potential acquisitions, we may evaluate
opportunities in our retail sector as they become available.

Site Selection and Store Size

     We maintain a disciplined, cost-sensitive approach to store site selection,
favoring strip shopping centers. Since 1995, we have opened stores primarily in
strip shopping centers. These stores typically require lower initial capital
investments and generate higher operating margins than mall stores. Our stores
have been successful in metropolitan areas, mid-sized cities and small towns. We
believe that our stores have a relatively small shopping radius, which allows us
to profitably concentrate multiple stores in a single market. Our ability to
open new stores is dependent upon, among other factors, locating suitable sites
and negotiating favorable lease terms.

     We operate stores primarily ranging from 3,500 to 6,000 gross square feet.
In addition to opening our traditional stores, we continue to open more of our
larger stores, which generally range from 7,000 to 12,000 gross square feet.
Stores with at least 7,000 gross square feet account for approximately 22% of
our store base as of December 31, 2000. We expect to open 165 to 175 of these
larger stores during 2001. The range of our store sizes allows us to target a
particular location with a store that best suits that market. We view the
development of these larger stores as a continuation of our core business.

     For more information on retail locations and retail store leases, see
"Properties" on page 8.

Merchandising and Store Format

     Merchandise Mix. Our stores offer a wide selection of core and changing
products within traditional variety store categories, including candy and food,
housewares, seasonal goods, health and beauty care, toys, party goods, gifts,
stationery and other consumer items. The actual items and brands offered at any
one time will vary. We have a core selection of consumable products such as
household chemicals, paper and plastics, candy and food and health and beauty
care products that we target to have in stock at our stores continuously. These
products are generally available year-round in our distribution facilities for
stores to reorder as needed. Our larger stores carry a greater variety and
quantity of consumable products than our smaller stores, particularly food,
household chemicals and health and beauty care products.

     We sell seasonal and impulse items and selected closeout merchandise to add
variety and freshness to our core products and create an exciting shopping
experience. Examples of seasonal goods include Easter gifts, summer toys and
Halloween and Christmas decorations. We also offer name-brand closeout
merchandise to supplement our merchandise mix. In 2000, closeout merchandise
represented less than 10% of our purchases and we would generally not expect it
to exceed 15%. We also sell private label and regional brand goods that we
believe are comparable in quality but priced lower than similar goods with
national name brands.

     Purchasing. We believe that our substantial buying power at the $1.00 price
point contributes to our successful purchasing strategy, which includes
disciplined, targeted merchandise margin goals. We purchase merchandise from
manufacturers, trading companies and brokers. No vendor accounted for more than
10% of total merchandise purchased in any of the last five years. We frequently
use new vendors to offer competitive, yet varied, product selection and high
value. We buy products on an order-by-order basis and have no material long-term
purchase contracts or other assurances of continued product supply or guaranteed
product cost.

     Our purchasing strategy balances imported merchandise and domestic
products. We believe imported merchandise and domestic products each currently
account for approximately one-half of our purchases. Our domestic products
include name-brand merchandise from manufacturers like Hershey's and Procter &
Gamble and a variety of consumable products, housewares and paper and plastic
goods. Our domestic purchasing program has evolved over the past few years to
include direct relationships with major manufacturers such as Colgate and
Unilever. Merchandise imported directly from overseas manufacturers and agents
accounts for approximately 40% to 45% of total purchases at retail. In addition,
we believe that a small portion of the goods we purchase from domestic vendors
is imported. While we do not expect to increase imports significantly as a
percentage of our merchandise, our future success depends on the continuing
availability of imported merchandise at favorable costs.


                                       6
<PAGE>


     If Chinese or other imported merchandise becomes more expensive or
unavailable, the transition to alternative sources, which may be of lesser
quality and more expensive, may not occur in time to meet our demands. A
disruption in the flow of our imported merchandise or an increase in the cost of
this merchandise may significantly decrease our net sales and profits. On
October 10, 2000, the United States granted permanent normal trade relations to
China. Even with permanent normal trade relations, the United States could
impose punitive trade sanctions on Chinese goods for a variety of reasons.
Although no punitive import duties are currently imposed, in the past, the
United States Trade Representative has threatened retaliatory sanctions equaling
as much as 100% of the cost of some Chinese goods.

     Visual Merchandising. The presentation and display of merchandise in our
stores is critical to communicating value to our customers and creating a more
exciting shopping experience. Our stores are attractively designed and create an
inviting atmosphere for shoppers by using bright lighting, vibrant colors,
uniform decorative signs, carpeting and background music. Our merchandise
fixtures include gondola shelving, slat walls, bins and adjustable gift
displays, allowing us the flexibility to rearrange merchandise to feature
seasonal products. Some of these fixtures have been specifically designed for
us, such as a customized shelf display promoting our polyresin and porcelain
gift products. Our field merchandising group, including regional merchandise
managers and store display coordinators, maintains a consistent visual
presentation of merchandise throughout our stores. We believe that our approach
to visual merchandising results in high store traffic, high sales volume and an
environment that encourages impulse purchases. We rely on attractive exterior
signs and in-store merchandising for our advertising. We generally do not use
other forms of advertising, except in limited cases when promoting the opening
of a new store.

     During 1999, we converted our 98 Cent Clearance Center stores to more
closely resemble existing Dollar Tree stores, including changing all but one
store name to Dollar Tree. During 2000, we converted 20 of the 24 Only $One
stores added in 1999. These conversions included installing new checkouts and
display fixtures and improving store layouts and merchandise displays at all
Only $One stores and changing the name from Only $One to Dollar Tree at select
stores. During 2000, we added shelving and display fixtures and we improved
store layouts and merchandise displays in 11 of the Dollar Express stores.
During the first three quarters of 2001, we expect to upgrade 65 to 70 of the
Dollar Express stores by adding display fixtures, improving store layouts and
merchandise displays, installing new signs, installing new checkouts in some of
the stores and changing each store name to Dollar Tree.

Merchandise Receiving and Distribution

     Merchandise receiving and distribution are managed centrally from our
corporate headquarters, located on the same site as our Chesapeake, Virginia
distribution center. Maintaining a strong receiving and distribution system is
critical to our expansion and ability to maintain a low cost operating
structure.

     Substantially all of our inventory is shipped or picked up directly from
suppliers and delivered to our distribution centers, where the inventory is
processed and then distributed to our stores. The majority of our inventory is
delivered to the stores by contract carriers. We also make deliveries to some of
our stores using our fleet of trucks. Most stores receive weekly shipments of
merchandise from distribution centers based on their anticipated inventory
requirements for that week. We also make more frequent deliveries to some
stores, including most Dollar Express stores. Many of our Dollar Tree stores
require more frequent deliveries during the busy Christmas season. For more
information on our distribution center network, see "Properties" on page 8.

Inventory Supply Chain

     Beginning in 1999, we evaluated our inventory supply chain processes to
identify potential improvements. As a result, we initiated a supply chain
management project that encompasses four major components:

     o    planning for our merchandise purchasing;

     o    purchasing merchandise and allocating that merchandise throughout our
          distribution and retail network;

     o    obtaining current and detailed sales information from a group of
          representative stores using a point-of-sale system; and

     o    improving our ability to keep select merchandise in stock.

     We believe the implementation of this project will improve the efficiency
of our supply chain management, improve our merchandise flow and help control
costs.


                                       7
<PAGE>


     In the first half of 2001, we will begin to test our point-of-sale system
in approximately 10 stores. We then plan to install point-of-sale in up to 300
of our stores within approximately 12 months after we complete the test phase.
We expect that the point-of-sale data will allow us to track sales by
merchandise category and geographic region and assist our planning for future
purchases of inventory. Our supply chain management project is expected to cost
approximately $23.0 to $26.0 million in total, of which approximately $8.5
million was expended through December 31, 2000.

Competition

     The retail industry is highly competitive and we expect competition to
increase in the future. Our competitors include variety and discount stores such
as Dollar General, closeout stores such as Odd Lots and Big Lots, mass
merchandisers such as Wal Mart, and, to a lesser extent, other fixed price
retailers. We expect that our expansion plans, as well as the expansion plans of
other fixed price retailers such as 99 Cents Only Stores based in Southern
California, will increasingly bring us into direct competition. Competition may
also increase because there are no significant economic barriers to other
companies becoming fixed price retailers.

Trademarks

     We are the owners of federal service mark registrations for "Dollar Tree,"
the "Dollar Tree" logo, "1 Dollar Tree" together with the related design, and
"One Price...One Dollar." A small number of our stores operate under the name
"Only One Dollar," for which we have not obtained a service mark registration.
We also own a concurrent use registration for "Dollar Bill$" and the related
logo. During 1997, we acquired the rights to use trade names previously owned by
Everything's A Dollar, a former competitor in the $1.00 price point industry.
Several trade names were included in the purchase, including the marks
"Everything's $1.00 We Mean Everything," "Everything's $1.00," the registration
of which is pending, and "The Dollar Store." With the acquisition of the Only
$One stores in 1999, we became the owner of additional federal service mark
registrations, including "Only One $1," and the stylized "Only $One," together
with the related design. We also occasionally market products under various
private labels but these brand names are not material to our operations. With
the acquisition of Dollar Express, we became the owner of the service marks
"Dollar Express" and "Dollar Expres$."

Seasonality

     Historically we have experienced seasonal fluctuation in our net sales,
operating income and net income. We expect this trend to continue. See
"Management's Discussion and Analysis - Seasonality and Quarterly Fluctuations"
on page 20.

Employees

     We employed approximately 6,700 full-time and 19,500 part-time associates
on December 31, 2000. The number of part-time associates fluctuates depending on
seasonal needs. Except the truck drivers for the Philadelphia distribution
center, none of our associates are represented by a labor union. The Teamsters
have attempted to organize our associates at our Chesapeake, Chicago and
Philadelphia distribution centers on several occasions, and we expect their
efforts to continue. We consider our relationship with our associates to be
good, and we have not experienced significant interruptions of operations due to
labor disagreements.

Item 2.  PROPERTIES

Stores

     As of December 31, 2000, we operated 1,729 stores in 36 states. The
following table presents a summary of our growth by region for the past three
years (number represents stores open as of the date indicated):

                                                 December 31,
                                                 ------------
                                            2000      1999      1998
                                            ----      ----      ----

     Southeast..........................     526       466       415
     Midwest............................     403       362       309
     Mid-Atlantic.......................     387       353       313
     Southcentral.......................     125        99        68
     Northeast .........................     180       150       114
     West...............................     108        77        66
                                           -----     -----     -----

         Total..........................   1,729     1,507     1,285
                                           =====     =====     =====


                                       8
<PAGE>

     Our stores in the West average approximately 12,400 gross square feet
compared to our other stores, which average approximately 5,200 gross square
feet.

     We currently lease our existing stores and expect this policy to continue
as we expand. Our leases typically provide for a short initial lease term and
give us the option to extend. We believe this leasing strategy enhances our
flexibility to pursue various expansion and relocation opportunities resulting
from changing market conditions.

     As current leases expire, we believe that we will be able either to obtain
lease renewals, if desired, for present store locations, or to obtain leases for
equivalent or better locations in the same general area. To date, we have not
experienced difficulty in either renewing leases for existing locations or
securing leases for suitable locations for new stores. Many of our leases
contain provisions with which we do not comply, including provisions requiring
us to advertise or insure store property, prohibiting us from operating another
store within a specified radius and restricting the sale of leasehold
improvements. We believe that the violation of these provisions will not have a
material adverse effect on our business or financial position because we
generally maintain good relations with our landlords and are a valued tenant.

Distribution Centers

     The following table includes information about the distribution centers
that we currently operate. We believe our operational distribution centers can
support a total of approximately $2.3 billion in annual retail sales.

                                                                      Size in
      Location                   Own/Lease    Lease Expires         Square Feet
      --------                   ---------    -------------         -----------

Chesapeake, Virginia                 Own            N/A               400,000

Olive Branch, Mississippi            Own            N/A               425,000

Chicago, Illinois area              Lease     June 2005, with         250,000
                                              options to renew

Stockton, California                Lease        March 2006           317,000

Philadelphia, Pennsylvania          Lease      December 2002          200,000

Savannah, Georgia                   Lease        March 2006           600,000

     In addition to our distribution centers noted above, during the past
several years we have used off-site facilities to accommodate large quantities
of seasonal merchandise.

     We have leased a 600,000 square foot distribution center being constructed
in Briar Creek, Pennsylvania. We expect it to be operational in early 2002. We
believe that when this new facility is fully operational, our distribution
network will support annual sales up to $2.9 billion. The Briar Creek
distribution center will replace our Philadelphia distribution center and 83,000
square foot office and warehouse, the lease for which expires in April 2001.
When the lease expires, the office and warehouse facility will be leased on a
month-to-month basis until the Briar Creek distribution center is operational.

     Effective March 12, 2001, we entered into an operating lease facility for
$165 million, of which $93 million was committed to our existing Stockton, Briar
Creek and Savannah distribution centers. Our existing distribution center
operating lease agreements for Stockton, Briar Creek and Savannah were replaced
with this facility. The termination date of this operating lease facility is
March 12, 2006. As a result, the lease expiration date for the Stockton, Briar
Creek and Savannah distribution centers is now March 12, 2006. The lease
facility, among other things, requires the maintenance of certain specified
financial ratios, restricts the payment of certain distributions and limits
certain types of debt we can incur.

     The Chesapeake, Olive Branch and Savannah distribution centers contain, and
the Briar Creek distribution center will contain, advanced materials handling
technologies, including an automated conveyor and sorting system,
radio-frequency inventory tracking equipment and specialized information
systems. Beginning in March 2001, we plan to expand and automate the Stockton
distribution center. The automation and expansion is expected to be complete in
the first quarter of 2002 and will increase the facility to 525,000 square feet.
The Chicago and Philadelphia distribution centers are not automated and there
are no plans to automate these facilities.


                                       9
<PAGE>


     Over the past several years, we have replaced certain distribution centers
for which we are liable for future rents as detailed in the table below:
<TABLE>
<CAPTION>


                                                             Year
    Location                      Facility Replaced        Replaced      Lease Expires    Sublease Expires
    --------                      -----------------        --------      -------------    ----------------

<S>                             <C>                          <C>         <C>                <C>
Chesapeake, Virginia              Norfolk, Virginia          1998        December 2009      February 2008

Olive Branch, Mississippi         Memphis, Tennessee         1999        September 2005       March 2002

Stockton, California            Sacramento, California       2000          June 2008          June 2008
</TABLE>

     For more information on our liability for future rents and related costs,
see "Management's Discussion and Analysis-Inflation and Other Economic Factors"
on page 20.

Item 3.  LEGAL PROCEEDINGS

     We are defendants in ordinary routine litigation and proceedings incidental
to our business. From time to time, the Consumer Products Safety Commission
requires us to recall products. We are currently in the process of recalling one
product. On several occasions, products we sold have been alleged to cause
injuries, but there are no pending or threatened injury claims. Some products we
sold have also been alleged to infringe the intellectual property rights of
others. We are currently defending claims by parties who have alleged that
products we sold violated their intellectual property rights. We do not believe
that any of these matters are individually or in the aggregate material to us.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders during the fourth
quarter of our 2000 calendar year.

                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our common stock has been traded on The Nasdaq Stock Market(R) under the
symbol "DLTR" since our initial public offering on March 6, 1995. The following
table gives the high and low sales prices of our common stock as reported by the
Nasdaq for the periods indicated, restated to reflect a 3-for-2 stock split
effected as a stock dividend in June 2000.
                                                      High          Low
                                                      ----          ---
    1999:
     First Quarter........................          $ 32.83      $ 20.50
     Second Quarter.......................            29.33        19.17
     Third Quarter........................            31.00        21.67
     Fourth Quarter.......................            34.83        23.00

    2000:
     First Quarter........................          $ 36.33      $ 20.83
     Second Quarter.......................            43.21        31.00
     Third Quarter........................            48.25        37.75
     Fourth Quarter.......................            44.00        18.69

     On March 23, 2001, the last reported sale price for our common stock as
quoted by Nasdaq was $17.56 per share. As of March 23, 2001, we had
approximately 500 shareholders of record.

     We anticipate that all of our income in the foreseeable future will be
retained for the development and expansion of our business and the repayment of
indebtedness. Management does not anticipate paying dividends on our common
stock in the foreseeable future. In addition, our credit facilities contain
financial covenants that restrict our ability to pay cash dividends.


                                       10
<PAGE>

Item 6.  SELECTED FINANCIAL DATA
           (Dollars in thousands, except per share data and net sales
                           per gross square foot data)

     The following table presents a summary of our selected financial data for
the last five calendar years. The selected income statement and balance sheet
data for the years ended December 31, 2000, 1999 and 1998 have been derived from
our consolidated financial statements that have been audited by our independent
certified public accountants. In addition, the selected income statement data
for the year ended 1997 has been derived from our consolidated income statement
that has been audited by our independent certified public accountants. This
information should be read in conjunction with the consolidated financial
statements and related notes, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our financial information found
elsewhere in this report. The selected balance sheet data for the year ended
December 31, 1997 and the selected income statement and balance sheet data for
the year ended December 31, 1996 have been derived from our unaudited
consolidated financial statements, which have been prepared on the same basis as
the audited consolidated financial statements. As required by
pooling-of-interests accounting, the financial information and operating data of
Dollar Tree and our past merger partners, Dollar Express, Only $One and 98 Cent
Clearance Center, have been combined and restated as of the beginning of the
earliest period presented.

     For 2000, the extraordinary loss represents the write-off of deferred
financing costs in connection with early retirement of the Dollar Express
outstanding debt.

     For 2000, operating income was reduced by $4,366, and net income was
reduced by $3,134 for charges related to the Dollar Express merger. For 1999,
operating income was reduced by $1,050, and net income was reduced by $792, for
charges related to the Only $One merger. For 1998, operating income was reduced
by $5,325, and net income was reduced by $4,201, for charges related to the 98
Cent Clearance Center merger.

     Dollar Express and Only $One were treated as S corporations for federal and
state income tax purposes through February 4, 1999 and June 29, 1999,
respectively. As a result, their income was taxable to their shareholders
through those dates. Accordingly, our pro forma income statement data reflects
the pro forma increase in our C corporation federal and state income tax
expense, which would have occurred had these companies been taxed as C
corporations for the entire periods presented.

     In our merger with Dollar Express in May 2000, the outstanding preferred
stock of Dollar Express was converted to common stock. Pro forma diluted net
income per common share would have been $0.96 for the year ended December 31,
1999 if the conversion of preferred stock had taken place on February 5, 1999,
the date when the preferred stock was originally issued. This calculation gives
effect to an adjustment that increases net income available to common
shareholders by $7,409 to eliminate the charge for accrued preferred stock
dividends and accretion of preferred stock and warrants for the year ended
December 31, 1999. In addition, if the conversion had taken place on February 5,
1999, the weighted average number of common shares and potential dilutive common
shares outstanding would have increased by 2,795,000 shares for the year ended
December 31, 1999.

     Comparable store net sales compare net sales for stores open throughout
each of the two periods being compared, including expanded and relocated stores.
Net sales per store and net sales per square foot are calculated for stores open
throughout the period presented.


                                       11
<PAGE>



<TABLE>
<CAPTION>

                                                                          Year Ended December 31,
                                                   --------------------------------------------------------------------
                                                      2000            1999           1998           1997         1996
                                                      ----            ----           ----           ----         ----

Income Statement Data:
<S>                                                 <C>            <C>             <C>            <C>          <C>
Net sales......................................     $1,688,105     $1,351,820      $1,073,886     $847,830     $665,802
Cost of sales..................................      1,063,416        854,124         681,387      551,926      435,446
Merger-related costs...........................          1,100            443           1,301           --           --
                                                     ---------      ---------       ---------      -------      -------
Gross profit...................................        623,589        497,253         391,198      295,904      230,356
Selling, general and administrative
   expenses:
   Operating expenses..........................        375,316        290,241         234,197      189,060      148,785
   Merger-related expenses.....................          3,266            607           4,024           --           --
   Depreciation and amortization...............         41,971         30,809          22,463       16,017       12,607
                                                     ---------      ---------       ---------      -------      -------
       Total...................................        420,553        321,657         260,684      205,077      161,392
                                                     ---------      ---------       ---------      -------      -------

Operating income...............................        203,036        175,596         130,514       90,827       68,964
Interest income................................          4,266          1,743             604          145          119
Interest expense...............................         (7,817)        (7,429)         (5,217)      (3,831)      (5,868)
                                                     ---------      ---------       ---------      -------      -------
Income before income taxes.....................        199,485        169,910         125,901       87,141       63,215
Provision for income taxes.....................         77,476         63,333          44,583       31,323       22,284
                                                     ---------      ---------       ---------      -------      -------
Income before extraordinary item...............        122,009        106,577          81,318       55,818       40,931
Loss on debt extinguishment, net of
   tax benefit of $242.........................            387             --              --           --           --
                                                     ---------      ---------       ---------      -------      -------
Net income.....................................        121,622        106,577          81,318       55,818       40,931
Preferred stock dividends and
   accretion...................................          1,413          7,027              --           --           --
                                                     ---------      ---------       ---------      -------      -------
Net income available to common
   shareholders................................     $  120,209     $   99,550      $   81,318     $ 55,818     $ 40,931
                                                     =========      =========       =========      =======      =======

Pro Forma Income Statement Data:
Net income available to common
   shareholders................................     $  120,209     $   99,550      $   81,318     $ 55,818     $ 40,931
Adjustment for C corporation income
   taxes.......................................             --            505           4,804        2,279        2,163
                                                     ---------      ---------       ---------      -------      -------
Pro forma net income available to
   common shareholders.........................     $  120,209     $   99,045      $   76,514     $ 53,539     $ 38,768
                                                     =========      =========       =========      =======      =======

Pro forma basic net income per common
   share.......................................     $     1.16     $     1.01      $     0.79     $   0.55     $   0.41
Pro forma diluted net income per
   common share................................     $     1.08     $     0.92      $     0.71     $   0.50     $   0.37
Weighted average number of common
   shares outstanding, in thousands............        103,972         98,435          97,454       96,747       94,830
Weighted average number of common
   shares and dilutive potential common
   shares outstanding, in thousands............        111,809        107,960         107,115      106,149      103,919

Selected Operating Data:
Number of stores open at
   end of period...............................          1,729          1,507           1,285        1,059          888
Total gross square footage,
   in thousands................................          9,832          7,638           6,051        4,793        3,810
Net sales growth...............................          24.9%          25.9%           26.7%        27.3%        51.6%
Comparable store net sales increase............           5.7%           5.0%            6.5%         6.9%         5.9%
Net sales per store............................     $    1,014     $     939       $     902      $    851     $    784
Net sales per gross square foot................     $      189     $     196       $     200      $    198     $    200


                                                                                 As of December 31,
                                                   --------------------------------------------------------------------
                                                         2000           1999           1998          1997         1996
                                                         ----           ----           ----          ----         ----
Balance Sheet Data:
Working capital..............................       $  303,596     $  226,707      $  124,758     $ 70,521     $ 32,518
Total assets.................................          746,859        611,233         436,768      328,282      217,370
Total debt...................................           71,730        108,773          53,759       42,622       13,059
Manditorily redeemable preferred
   stock.....................................               --         35,171              --           --           --
Shareholders' equity.........................          518,658        316,238         262,575      173,290      116,651

</TABLE>

                                       12
<PAGE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Key Events and Recent Developments

     Several key events have had or are expected to have a significant effect on
our results of operations. You should keep in mind that:

     o    In August 2000, we amended an existing distribution center operating
          lease agreement to facilitate construction of a 600,000 square foot
          distribution center in Briar Creek, Pennsylvania. We plan to begin
          operating this facility in the first quarter of 2002.

     o    In May 2000, we merged with Dollar Express and issued or reserved
          9,000,000 shares of our common stock in exchange for Dollar Express's
          outstanding stock and options. Dollar Express operated 132 stores
          primarily in the Mid-Atlantic region.

     o    In January 2000, we entered into an operating lease for a new 600,000
          square foot distribution center, which was constructed in Savannah,
          Georgia. We began shipping from this facility in February 2001.

     o    Also in January 2000, we opened a new 317,000 square foot distribution
          center in Stockton, California, which replaced our Sacramento,
          California facility.

     o    In June 1999, we merged with Only $One, issuing 752,400 shares of our
          common stock in exchange for Only $One's outstanding stock. Only $One
          operated 24 stores in central and upstate New York.

     o    In January 1999, we opened a new 425,000 square foot distribution
          center in Olive Branch, Mississippi, which replaced our Memphis,
          Tennessee facility.

     o    In December 1998, we merged with 98 Cent Clearance Center. We reserved
          or issued approximately 3,228,000 shares of our common stock in
          exchange for 98 Cent Clearance Center's outstanding stock and options.
          98 Cent Clearance Center operated 66 stores in northern and central
          California and Nevada.

     We accounted for the Dollar Express, Only $One and 98 Cent Clearance Center
mergers as poolings of interest. As a result, all financial and operational data
assume that Dollar Express, Only $One and 98 Cent Clearance Center had each been
a part of Dollar Tree throughout all periods presented. For each period
presented, the outstanding Dollar Express, Only $One and 98 Cent Clearance
Center shares of stock have been converted into Dollar Tree shares based on the
exchange ratios used in each merger.

Results of Operations

     Our net sales derive from the sale of merchandise. Two major factors tend
to affect our net sales trends. First is our success at opening new stores or
adding new stores through mergers or acquisitions. Second, sales change at our
existing stores from one year to the next. We refer to this as a change in
comparable store net sales, because we compare only those stores that are open
throughout both of the periods being compared. We include expanded or relocated
stores in the calculation of comparable store net sales, which causes our
comparable store net sales increases or decreases to appear more favorable.

     Most retailers can increase the price of their merchandise in order to
increase their comparable store net sales. As a fixed price retailer, we do not
have the ability to raise our prices. Generally, our comparable store net sales
will increase only if we sell more merchandise. In 1999, we increased the price
point in the sixty-six 98 Cent Clearance Center stores from $0.98 to $1.00. This
had only a minor impact on our comparable store net sales. We believe that
future comparable store net sales increases, if any, will be lower than those we
have experienced in the past.

     We anticipate that our future net sales growth will come mostly from new
store openings. We added 222 stores in 2000 and plan to add 250 to 260 stores in
2001. We also expect our average store size to increase in 2001, which we
believe will result in a decrease in our net sales per gross square foot. Of our
expected gross square footage increase in 2001 of 27% to 29% (or 2.6 million to
2.8 million gross square feet), approximately 400,000 square feet will come from
expanded or relocated stores.

     Increases in expenses could negatively impact our operating results because
we cannot pass on increased expenses to our customers by increasing our
merchandise price. Consequently, our future success depends in large part on our
ability to control our costs.

                                       13
<PAGE>
<TABLE>
<CAPTION>

     The following table expresses items from our income statement as a
percentage of net sales:


                                                                     Year Ended December 31,
                                                                  2000        1999        1998
                                                                  ----        ----        ----


<S>                                                               <C>         <C>         <C>
     Net sales.............................................       100.0%      100.0%      100.0%
     Cost of sales.........................................        63.0        63.2        63.5
     Merger-related costs..................................         0.1          --         0.1
                                                                  -----       -----       -----

     Gross profit..........................................        36.9        36.8        36.4
     Selling, general and administrative expenses:
       Operating expenses..................................        22.2        21.5        21.8
       Merger-related expenses.............................         0.2          --         0.4
       Depreciation and amortization.......................         2.5         2.3         2.0
                                                                  -----       -----       -----

               Total.......................................        24.9        23.8        24.2
                                                                  -----       -----       -----

     Operating income......................................        12.0        13.0        12.2
     Interest income.......................................         0.3         0.1         0.1
     Interest expense......................................        (0.5)       (0.5)       (0.6)
                                                                  -----       -----       -----

     Income before income taxes............................        11.8        12.6        11.7
     Provision for income taxes............................         4.6         4.7         4.1
                                                                  -----       -----       -----

     Net income............................................         7.2%        7.9%        7.6%
                                                                  =====       =====       =====
</TABLE>

2000 Compared to 1999

     Net Sales. Net sales increased 24.9% to $1,688.1 million for 2000 from
$1,351.8 million for 1999. We attribute this $336.3 million increase in net
sales to two factors:

     o    Approximately 79% of the increase came from stores opened in 2000 and
          1999, which are not included in our comparable store net sales
          calculation.

     o    Approximately 21% of the increase came from comparable store net sales
          increases. Comparable store net sales increased 5.7% during 2000.

We believe comparable store net sales increased because:

     o    We expanded and relocated stores.

     o    We improved the mix of our merchandise, offering more consumable
          products as a component of our domestic merchandise.

     o    The Easter selling season was longer in 2000 compared to 1999.

     o    Customers purchased a higher average number of items per visit, and we
          had more customer visits.

     We opened 233 new stores and closed 11 stores during 2000, compared to 227
new stores opened and five stores closed the previous year. We added 28.7% to
our total store square footage in 2000 compared to 26.2% in 1999. Of the 2.2
million, or 28.7%, increase in gross square footage in 2000, approximately
400,000 gross square feet was added by expanding and relocating existing stores.

     Gross Profit. Gross profit increased $126.3 million, or 25.4%, in 2000 as
compared to our gross profit in 1999. Our gross profit margin increased to 36.9%
in 2000 from 36.8% in 1999. Excluding merger-related costs, gross profit margin
increased to 37.0% in 2000 compared to 36.8% in 1999. Particular changes
affecting our gross profit margin in 2000 included:

     o    We believe our buying power with merchandise vendors increased because
          of our increased sales, which in turn lowered our overall merchandise
          costs expressed as a percentage of net sales.

     o    Our freight costs increased primarily as a result of our changing
          merchandise mix and an increase in domestic fuel costs. The changing
          merchandise mix, which included an increase in consumable merchandise
          as a percentage of our domestic merchandise, required more shipments
          to deliver the same amount of merchandise in 2000 as compared to 1999.


                                       14
<PAGE>

     o    In 2000, we purchased a slightly higher percentage of imports, which
          generally cost less than domestic products, and sales of these goods
          improved our gross profit margin for the year.

     We will have difficulty maintaining our historical gross profit margins in
2001 and future years as we refine our merchandise mix to include a higher
proportion of consumable merchandise, which typically carry a lower gross profit
margin, open more of the larger stores and continue to absorb higher costs.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $98.9 million, or 30.7%, in 2000 compared to
1999. As a percentage of net sales, selling, general and administrative expenses
increased to 24.9% in 2000 compared to 23.8% in 1999. Excluding expenses related
to the Dollar Express merger in 2000, selling, general and administrative
expenses increased as a percentage of net sales to 24.7% compared to 23.8% in
1999. This increase is primarily the result of a loss of leverage during the
important fourth quarter selling season, non-recurring Dollar Express expenses
of approximately $3.3 million and an increase in our worker's compensation and
general liability accruals resulting from a change in our estimates. The $3.3
million in non-recurring Dollar Express expenses primarily includes:

     o    accrual of tax liabilities;
     o    training Dollar Express store personnel on new systems, policies and
          procedures;
     o    conducting physical inventories of Dollar Express stores; and
     o    improving benefits and paying transitional salaries.

     Expressed as a percentage of net sales, depreciation and amortization
increased to 2.5% in 2000 from 2.3% in 1999, a total increase of $11.2 million.
The increase as a percentage of net sales was primarily due to approximately
$1.4 million of accelerated depreciation related to Dollar Express's store
equipment and warehouse management system. We replaced the Dollar Express
warehouse management system in January 2001 with our own, which we believe will
increase the visibility of merchandise in our Philadelphia distribution center
and improve merchandise flow and our store ordering system.

     We estimate that Dollar Express was approximately $0.04 dilutive to our
diluted earnings per share in 2000, excluding merger-related items.

     Leveraging our selling, general and administrative expenses will become
increasingly difficult because we expect to incur difficulties in maintaining
our historical comparable store net sales increases, especially in the first
half of 2001.

     Operating Income. Our operating income increased $27.4 million, or 15.6%,
in 2000 as compared to 1999. As a percentage of net sales, operating income
decreased to 12.0% in 2000 compared to 13.0% in 1999. Excluding merger-related
items, operating income increased to $207.4 million in 2000 from $176.6 million
in 1999 and decreased as a percentage of net sales to 12.3% from 13.1%. This
decrease was due to increased operating expenses, as a percentage of net sales,
partially offset by improved gross profit margin as discussed above.

     Interest Income and Expense. Interest income increased $2.6 million to $4.3
million in 2000 from $1.7 million in 1999. The increase resulted from higher
levels of cash and cash equivalents in 2000 compared to 1999. Interest expense
increased $0.4 million to $7.8 million in 2000 from $7.4 million in 1999.
Interest expense increased because we incurred interest on the sale-leaseback
transaction for the entire year in 2000 compared to only three months in 1999.
This increase was partially offset by the decrease in interest on the revolving
credit facility and term loan paid off in May 2000.

     Income Taxes. Our effective tax rate increased to 38.8% for the year ended
December 31, 2000 from 37.3% for the year ended December 31, 1999 because the
1999 rate included a benefit of approximately 1.3%, as a percentage of income
before taxes, related to Dollar Express's conversion from an S to C corporation
and 0.3% related to the non-taxable S corporation income of Only $One in the
first half of 1999.

1999 Compared to 1998

     Net Sales. Net sales increased 25.9% to $1,351.8 million for 1999 from
$1,073.9 million for 1998. We attribute this $277.9 million increase in net
sales to two factors:

     o    Approximately 82% of the increase came from stores opened in 1999 and
          1998, which are not included in our comparable store net sales
          calculation.

     o    Approximately 18% of the increase came from comparable store net sales
          growth. Comparable store net sales increased 5.0% during 1999.

                                       15
<PAGE>

We believe comparable store net sales increased because:

     o    We improved the mix of our merchandise, with a slightly higher
          emphasis on consumable products.

     o    Throughout 1999, we changed the merchandise mix at the 98 Cent
          Clearance Center stores to more closely resemble the mix at our
          existing Dollar Tree stores.

     o    We expanded and relocated stores.

     o    Customers purchased a higher average number of items per visit, and we
          had more customer visits.

     We opened 227 new stores and closed five stores during 1999, compared to
234 new stores opened and eight stores closed the previous year. The new 1999
stores include four that we acquired from a small dollar store operator. We
added 26.2% to our total square footage in each of 1999 and 1998.

     Gross Profit. Gross profit increased $106.1 million, or 27.1%, in 1999 as
compared to our gross profit in 1998. Our gross profit margin increased to 36.8%
in 1999 from 36.4% in 1998. Particular changes affecting our gross profit margin
in 1999 included:

     o    We believe our buying power with merchandise vendors increased because
          of our increased sales, which in turn lowered our overall merchandise
          costs expressed as a percentage of net sales.

     o    Our distribution costs were lower as a percentage of net sales due to
          efficiencies at our Chesapeake and Olive Branch distribution centers.

     o    We experienced higher freight costs because of the increase in the
          trans-Pacific shipping rates that took effect in May 1999. Excluding
          the effect on Dollar Express, we estimate that the impact of these
          higher shipping rates on our business was approximately $5.0 million
          in 1999.

     o    In 1999, we purchased a slightly higher percentage of imports, which
          generally cost less than domestic products, and sales of these goods
          improved our gross profit margin for the year.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $61.0 million, or 23.4%, in 1999 compared to
1998. As a percentage of net sales, selling, general and administrative expenses
decreased to 23.8% in 1999 compared to 24.2% in 1998. Excluding expenses related
to the 98 Cent Clearance Center merger in 1998, selling, general and
administrative expenses remained constant as a percentage of net sales at 23.8%
in both 1999 and 1998. Expressed as a percentage of net sales, depreciation and
amortization increased to 2.3% in 1999 from 2.0% in 1998, a total increase of
$8.3 million. This percentage increase resulted primarily from depreciation
related to the Olive Branch distribution facility.

     During 1999, we recorded a $1.3 million charge in selling, general and
administrative expenses for remaining payments on our closed Sacramento
distribution facility. This lease loss accrual is adjusted quarterly based on
changes in market conditions.

     Operating Income. Our operating income increased $45.1 million, or 34.5%,
in 1999 as compared to 1998. As a percentage of net sales, operating income
increased to 13.0% in 1999 compared to 12.2% in 1998. Excluding merger-related
items, operating income increased to $176.6 million in 1999 from $135.8 million
in 1998 and increased as a percentage of net sales to 13.0% from 12.7%. These
increases were attributable to our improved gross profit margin discussed above.

     Interest Income and Expense. Interest income increased $1.1 million to $1.7
million in 1999 from $0.6 million in 1998. The increase resulted from higher
levels of cash and cash equivalents in 1999 compared to 1998. Interest expense
increased $2.2 million to $7.4 million in 1999 from $5.2 million in 1998. The
increase resulted from the term loan entered into by Dollar Express in February
1999 and accretion of the common stock put warrants of Dollar Express to
redemption value. The common stock put warrants were terminated in connection
with the consummation of the merger with Dollar Express.


                                       16
<PAGE>

     Income Taxes. Our effective tax rate increased to 37.3% for the year ended
December 31, 1999 from 35.4% for the year ended December 31, 1998 because Dollar
Express was not subject to corporate-level income taxes before its conversion
from an S to C corporation on February 5, 1999. This increase was partially
offset by a $2.2 million deferred tax benefit recorded in connection with its
conversion from an S to C corporation for income tax purposes.

Liquidity and Capital Resources

Overview

     Our business requires capital to open new stores and operate existing
stores. Our working capital requirements for existing stores are seasonal and
usually reach their peak in the months of September and October. Historically,
we have satisfied our seasonal working capital requirements for existing stores
and funded our store opening and relocation and expansion programs from
internally generated funds and borrowings under our credit facilities.

     The following table compares cash-related information for the years ended
December 31, 2000, 1999 and 1998:

                                                     YEAR ENDED DECEMBER 31,
                                                  2000       1999         1998
                                                  ----       ----         ----
                                                         (in millions)
Net cash provided by (used in):
     Operating activities....................   $ 107.7    $ 128.6       $ 85.5
     Investing activities....................     (94.8)     (55.2)       (57.0)
     Financing activities....................     (12.9)      23.5          7.3

     The $20.9 million decrease in cash provided by operating activities in 2000
was caused primarily by the decrease in fourth quarter operating results as
compared to 1999. This resulted in a carry over of approximately 5% more of our
fourth quarter seasonal merchandise as compared to 1999.

     Cash used in investing activities is generally expended to open new stores.
The $39.6 million increase in investing activities was primarily due to an
increase in capital expenditures for the year 2000 compared to the same period
in 1999 as a result of the following:

     o    an increase in the number of new stores opened and the average size of
          those stores in 2000;

     o    an increase in the number of relocations and expansions;

     o    the expansion of the Store Support Center;

     o    improvement in our supply chain processes; and

     o    installation of new registers and back-office equipment in the Dollar
          Express stores.

     The $36.4 million decrease in cash provided by (used in) financing
activities was primarily the result of the following:

     o    We did not receive any proceeds from the issuance of equity, excluding
          stock-based compensation plans, in 2000 compared to the $32.2 million
          received in 1999 related to the issuance of Dollar Express's preferred
          stock and common stock put warrants.

     o    We made net repayments of approximately $34.2 million in 2000 due to
          repayment of Dollar Express's term loan and revolving credit facility
          and the first principal payment on the senior notes. In 1999, we had
          net borrowings of approximately $23.0 million related primarily to
          draw downs on Dollar Express's term loan and revolving credit
          facility.

     o    We received $15.8 million more cash pursuant to stock-based
          compensation plans in 2000 compared to 1999 because of increased stock
          option exercises.

     o    We did not pay any distributions in 2000 compared to the $61.0 million
          of distributions paid in the first nine months of 1999 to the former
          shareholders of Dollar Express and Only $One.

     o    We received $21.6 million related to the sale-leaseback transaction in
          1999.

                                       17
<PAGE>

     At December 31, 2000, our borrowings under our bank facilities, senior
notes and bonds were $43.0 million and we had an additional $135.0 million
available under our bank facility. Of the amount available, approximately $71.0
million was committed to letters of credit issued for the routine purchase of
imported merchandise.

Funding Requirements

     We expect to add approximately 250 to 260 stores in 2001. In 2000, the
average investment per new store, including capital expenditures, initial
inventory and pre-opening costs, was as follows:

                                 Number of              Average Investment
        Store Type             Stores Opened                per Store
        ----------             -------------                ---------
     Traditional stores            117                      $ 211,000
     Larger stores                 116                        333,000
     All stores                    233                        272,000

We expect our cash needs for opening new stores in 2001, including approximately
165 to 175 of the larger format stores, to total approximately $89.7 million. We
have budgeted approximately $53.5 million for capital expenditures and $36.2
million for initial inventory and pre-opening costs. Our total planned capital
expenditures for 2001 are approximately $114.7 million, including planned
expenditures for new, expanded and relocated stores, investments in our supply
chain processes, additional equipment for the distribution centers and
remodeling and upgrading many of the Dollar Express stores. We believe that we
can adequately fund our planned capital expenditures and working capital
requirements for the next few years from net cash provided by operations and
borrowings under our credit facility.

     Bank Credit Facilities. During September 1996, we entered into an amended
and restated credit agreement with our banks, which currently provides for a
$135.0 million unsecured revolving credit facility to be used for working
capital, letters of credit and development needs, bearing interest at the agent
bank's prime rate or LIBOR plus a spread, at our option. As of December 31,
2000, the interest rate was approximately 7.1%. The credit agreement, among
other things, requires the maintenance of specified ratios, restricts the
payments of cash dividends and other distributions and limits the amount of debt
we can incur. The facility terminates on May 31, 2002. Dollar Express's former
credit facility was paid in full after the consummation of the merger on May 5,
2000.

     Effective March 12, 2001, we entered into a new revolving credit facility
with our banks, which provides for a $50.0 million unsecured revolving credit
facility to be used for working capital bearing interest at the agent bank's
prime rate or LIBOR plus a spread, at our option. The credit agreement, among
other things, requires the maintenance of specified ratios, restricts the
payments of certain distributions and limits certain types of debt we can incur.
The facility terminates on March 11, 2002.

     Also, effective March 12, 2001, we entered into a Letter of Credit
Reimbursement and Security Agreement, which provides $125.0 million for letters
of credit, which are generally issued in relation to the routine purchase of
imported merchandise.

     Operating Lease Agreements. We have entered into operating leases for three
of our distribution centers. Under these agreements, the lessor is required to
purchase the property, pay for the construction costs and lease the facility to
us. The following table includes information related to these operating leases:

                               Operating Lease
     Location                       Amount         Lease Begins    Lease Expires
     --------                       ------         ------------    -------------

Stockton, California and
Briar Creek, Pennsylvania      $58.0 million         June 1999       March 2006

Savannah, Georgia              $35.0 million        January 2000     March 2006

In August 2000, we amended our existing operating lease agreement related to our
Stockton distribution center. We increased the agreement to $58.0 million to
facilitate the construction of a new $40.0 million distribution center in Briar
Creek, Pennsylvania.


                                       18
<PAGE>

     On September 8, 2000, we entered into a $10.0 million interest rate swap
agreement to manage the risk associated with interest rate fluctuations on a
portion of our Stockton distribution center lease. The swap creates the economic
equivalent of a fixed rate lease by converting the variable interest rate to a
fixed rate. Under this agreement, we pay interest to a financial institution at
a fixed rate of 6.45%. In exchange, the financial institution pays us at a
variable interest rate, which approximates the floating rate on the lease
agreement, excluding the credit spread. The interest rate on the swap is subject
to adjustment monthly. No payments are made by either party under the swap for
monthly periods with an established interest rate greater than 7.41%. The swap
is effective through June 2004, but it may be canceled by the bank or us and
settled for the fair value of the swap as determined by market rates. The fair
value of this swap at December 31, 2000 was approximately ($0.2) million.

     On December 20, 2000, we entered into a $5.0 million interest rate swap
agreement to manage the risk associated with interest rate fluctuations on a
portion of our Stockton distribution center lease. Under this agreement, we pay
interest to a financial institution at a fixed rate of 5.83%. In exchange, the
financial institution pays us at a variable interest rate, which approximates
the floating rate on the lease agreement, excluding the credit spread. The
interest rate on the swap is subject to adjustment monthly. No payments are made
by either party under the swap for monthly periods with an established interest
rate greater than 7.41%. The swap is effective through June 2004, but it may be
canceled by the bank or us and settled for the fair value of the swap as
determined by market rates. The fair value of this swap at December 31, 2000 was
approximately ($15,000).

     Effective March 12, 2001, we entered into an operating lease facility for
$165.0 million, of which approximately $93 million was committed to our existing
Stockton, Briar Creek and Savannah distribution centers. Our existing
distribution center operating lease agreements for Stockton, Briar Creek and
Savannah were replaced with this facility. The termination date of this
operating lease facility is March 2006. As a result, the lease expiration date
for the Stockton, Briar Creek and Savannah distribution centers is now March
2006. The lease facility, among other things, requires the maintenance of
certain specified financial ratios, restricts the payment of certain
distributions and limits certain types of debt we can incur.

     Sale-Leaseback Transaction. In September 1999, we sold some retail store
leasehold improvements to an unrelated third party and leased them back for
seven years. We have an option to repurchase the leasehold improvements at the
end of the fifth and seventh years at amounts approximating their fair market
values at the time the option is exercised. The transaction is treated as a
financing arrangement for financial accounting purposes. The total amount of the
lease obligation is $29.0 million. We are required to make monthly lease
payments of $438,000 in the first five years and $638,000 in the sixth and
seventh years. As a result of the transaction, we received net cash of $20.9
million and an $8.1 million 11.0% note receivable, which matures in September
2006.

     Revenue and Bond Financing. In May 1998, we entered into an agreement with
the Mississippi Business Finance Corporation under which it issued $19.0 million
of variable rate demand revenue bonds. We borrowed the proceeds from the bonds
to finance the acquisition, construction and installation of land, buildings,
machinery and equipment for our new distribution facility in Olive Branch,
Mississippi. At December 31, 2000, the balance outstanding on the bonds was
$19.0 million. We begin repayment of the principal amount of the bonds in June
2006, with a portion maturing each June 1 until the final portion matures in
June 2018. The bonds do not have a prepayment penalty as long as the interest
rate remains variable. The bonds contain a demand provision and, therefore,
outstanding amounts are classified as current liabilities. We pay interest
monthly based on a variable interest rate, which was 7.3% at December 31, 2000.
The bonds are secured by a $19.3 million letter of credit issued by one of our
existing lending banks. The letter of credit is renewable annually. The letter
of credit and reimbursement agreement require that we maintain specified
financial ratios and restrict our ability to pay cash dividends.

     In April 1999, we entered into a $19.0 million interest rate swap agreement
to manage the risk associated with interest rate fluctuations on the demand
revenue bonds. Under this agreement, as amended, we pay interest to the bank
that provided the swap at a fixed rate of 4.88%. In exchange, the financial
institution pays us at a variable interest rate, which is similar to the rate on
the demand revenue bonds. The variable interest rate on the interest rate swap
is set monthly. No payments are made by either party under the swap for monthly
periods with an established interest rate greater than 7.75%. The swap is
effective through April 1, 2009, but it may be canceled by the bank or us and
settled for the fair value of the swap as determined by market rates. The fair
value of this swap at December 31, 2000 was approximately $0.3 million.


                                       19
<PAGE>

     Debt Securities. In April 1997, we issued $30.0 million of 7.29% unsecured
senior notes. We used the proceeds to pay down a portion of the revolving credit
facility, which enabled us to use that credit facility to fund capital
expenditures for the Chesapeake corporate headquarters and distribution center.
We pay interest on the notes semiannually on April 30 and October 30 each year
and we pay principal in five equal annual installments of $6.0 million, which
began April 30, 2000. The note holders have the right to require us to prepay
the notes in full without premium upon a change of control or upon specified
asset dispositions or other transactions we may make. The note agreements
prohibit specified mergers and consolidations in which our company is not the
surviving company, require that we maintain specified financial ratios, require
that the notes rank on par with other debt and limit the amount of debt we can
incur. In the event of default or a prepayment at our option, we must pay a
penalty to the note holder.

Seasonality and Quarterly Fluctuations

     We experience seasonal fluctuations in our net sales, comparable store net
sales, operating income and net income and expect this trend to continue. Our
results of operations may also fluctuate significantly as a result of a variety
of factors, including:

     o    shifts in the timing of certain holidays, especially Easter, which may
          fall in different quarters from year to year;

     o    the timing of new store openings;

     o    the net sales contributed by new stores;

     o    changes in our merchandise mix; and

     o    competition.

     Our highest sales periods are the Christmas and Easter seasons. We
generally realize a disproportionate amount of our net sales and a substantial
majority of our operating and net income during the fourth quarter. In
anticipation of increased sales activity during these months, we purchase
substantial amounts of inventory and hire a significant number of temporary
employees to supplement our permanent store staff. Our operating results,
particularly operating and net income, could suffer if our net sales were below
seasonal norms during the fourth quarter or Easter season for any reason,
including merchandise delivery delays due to receiving or distribution problems.
Historically, net sales, operating income and net income have been weakest
during the first quarter. We expect this trend to continue.

     Our larger store format has a slightly different seasonal sales pattern
than our traditional stores. These larger stores realize a lower percentage of
their annual sales in the fourth quarter as compared to our traditional stores.
We believe this is a result of the larger format stores containing a higher
proportion of basic consumer products than our traditional stores.

     Our unaudited results of operations for the eight most recent quarters are
shown in a table in Footnote 12 of the Consolidated Financial Statements in Item
8 of this Form 10-K. To reconcile the combined company's quarterly information
with that previously reported by Dollar Tree, refer to our Form 8-K, filed on
May 24, 2000, which includes quarterly information for the combined companies.

Inflation and Other Economic Factors

     Our ability to provide quality merchandise at a fixed price and on a
profitable basis is subject to economic factors that we cannot control,
including inflation in shipping rates, wage rates and other operating costs.

     Shipping Costs. In May 1998, the trans-Pacific shipping cartel imposed a
freight increase of $300 per container on U.S. imports from Asia. In May 1999,
the cartel imposed a further increase of $900 per container for shipments from
Asia to the West Coast of the United States and $1,000 for shipments to the East
Coast, with a $300 per container surcharge during the peak shipping season from
June 1 through November 30. The Trans-Pacific Stabilization Agreement (TSA),
which has essentially replaced the trans-Pacific shipping cartel, may call for
increased shipping rates and a peak season surcharge in 2001. As a result, our
trans-Pacific shipping rates may increase when we renegotiate our import
shipping rates effective May 2001.

     During 2000, we experienced a $1.2 million increase in our domestic freight
costs because of increased domestic fuel costs. If fuel costs remain at current
levels, we believe our domestic freight expense in 2001 will increase by an
additional $0.5 to $0.7 million compared with 2000. In addition, higher fuel
costs are expected to increase our import freight costs in the form of a fuel
surcharge. We expect these costs will increase approximately $0.5 million in
2001.

                                       20
<PAGE>

     Minimum Wage. Although our average hourly wage rate is significantly higher
than the federal minimum wage, an increase in the mandated minimum wage could
significantly increase our payroll costs. For example, the federal minimum wage
increased by $0.50 per hour on October 1, 1996 and by an additional $0.40 per
hour on September 1, 1997. These changes increased payroll costs by
approximately $5.0 million in 1998, excluding the impact this increase had on
the 98 Cent Clearance Center, Only $One and Dollar Express stores. In February
2000, the U.S. Senate approved a proposal increasing the federal minimum wage by
$1.00 per hour over three years. In March 2000, the U.S. House of
Representatives approved a proposal increasing the federal minimum wage by $1.00
per hour over two years. No bill was passed into law and the status of this
issue in the 2001 Congress is uncertain given the new administration. If the
minimum wage were to increase by $1.00 per hour, we believe that our annual
payroll expenses would increase by approximately 2.0% to 2.5% of operating
expenses unless we realize offsetting cost reductions.

     Leases for Replaced Distribution Centers. We are liable for rent and
pass-through costs under leases for our former distribution center in Memphis
through September 2005, our former distribution center in Sacramento through
June 2008 and our current distribution center in Philadelphia through December
2002. Annual rent and pass-through costs are approximately $0.7 million for the
Memphis facility, $0.6 million for the Sacramento facility and $0.5 million for
the Philadelphia facility. We subleased the Memphis facility through March 2002
and the Sacramento facility through June 2008. We have recorded charges for the
Memphis and Sacramento leases considering current market conditions and probable
sublease income at each location.

     Unless offsetting cost savings are realized, adverse economic factors,
including inflation in operating costs, could harm our financial condition and
results of operations.

New Accounting Pronouncements

     Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS No. 138,
establishes accounting standards for derivative instruments and hedging
activities and requires the recognition of all derivatives as either assets or
liabilities in the statement of financial position at their fair value. We
adopted this statement effective January 1, 2001. We do not expect the
implementation of this pronouncement to materially affect our financial
condition or results of operations.

     Pursuant to SFAS No. 133, our current interest rate swaps do not qualify
for cash flow hedge accounting. As a result, changes in the fair value of our
existing derivative instruments will be recorded currently in earnings. These
changes in fair value are not predictable.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to various types of market risk in the normal course of our
business, including the impact of interest rate changes and foreign currency
rate fluctuations. We may enter into interest rate swaps to manage exposure to
interest rate changes, and we may employ other risk management strategies,
including the use of foreign currency forward contracts. We do not enter into
derivative instruments for any purpose other than cash flow hedging purposes. We
do not hold derivatives for trading purposes.

Interest Rate Risk

     We have financial instruments that are subject to interest rate risk,
consisting of debt obligations issued at variable and fixed rates. Based on
amounts outstanding on our fixed rate debt obligations at December 31, 2000, we
do not consider our exposure to interest rate risk to be material.

     We use variable-rate debt and operating leases to finance our operations
and capital improvements. These obligations expose us to variability in interest
payments due to changes in interest rates. If interest rates increase, interest
expense increases. Conversely, if interest rates decrease, interest expense also
decreases. We believe it is beneficial to limit the variability of our interest
payments.

     To meet this objective, we entered into derivative instruments in the form
of interest rate swaps to manage fluctuations in cash flows resulting from
changes in the variable interest rates on the obligations. The interest rate
swaps reduce the interest rate exposure on these variable-rate obligations.
Under the interest rate swap, we pay the bank at a fixed rate and receive
variable interest at a rate approximating the variable rate on the obligation,
thereby creating the economic equivalent of a fixed rate obligation. No payments
are made by either party under the swap for monthly periods in which the
variable interest rate is greater than the predetermined knockout rate.


                                       21
<PAGE>


The following table summarizes the financial terms of our interest rate swap
agreements:

        Hedging          Receive       Pay    Knockout                   Fair
      Instrument         Variable     Fixed     Rate     Expiration      Value
      ----------         --------     -----     ----     ----------      -----

     $19.0 million        LIBOR       4.88%     7.75%      4/1/09      $337,000
  interest rate swap

     $10.0 million        LIBOR       6.45%     7.41%      6/2/04     ($208,000)
  interest rate swap

     $5.0 million         LIBOR       5.83%     7.41%      6/2/04      ($15,000)
  interest rate swap

We do not believe our exposure to changes in the fair value of the interest rate
swaps is material.

Foreign Currency Risk

     Although we purchase most of our imported goods with U.S. dollars, we are
subject to foreign currency exchange rate risk relating to payments to suppliers
in Italian lire. When favorable exchange rates exist, we may hedge foreign
currency commitments of future payments by purchasing foreign currency forward
contracts. On December 31, 2000, we had no contracts outstanding. Less than 1%
of our purchases are contracted in Italian lire, and the market risk exposure
relating to currency exchange rate fluctuations is not material.


                                       22
<PAGE>




Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                   Index to Consolidated Financial Statements              Page
                                                                           ----

Independent Auditors' Report............................................    24

Consolidated Balance Sheets as of December 31, 2000 and 1999............    25

Consolidated Income Statements for the years ended
     December 31, 2000, 1999 and 1998...................................    26

Consolidated Statements of Shareholders' Equity
     for the years ended December 31, 2000, 1999 and 1998...............    27

Consolidated Statements of Cash Flows for the years ended
     December 31, 2000, 1999 and 1998...................................    28

Notes to Consolidated Financial Statements..............................    29





                                       23
<PAGE>





                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Dollar Tree Stores, Inc.:

     We have audited the accompanying consolidated balance sheets of Dollar Tree
Stores, Inc. and subsidiaries (the Company) as of December 31, 2000 and 1999,
and the related consolidated income statements and statements of shareholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Dollar Tree
Stores, Inc. and subsidiaries as of December 31, 2000 and 1999, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.


/s/ KPMG LLP

Norfolk, Virginia
January 23, 2001


                                       24
<PAGE>



<TABLE>
<CAPTION>

                            DOLLAR TREE STORES, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                                                                         December 31,
                                                                                         ------------
                                                                                      2000           1999
                                                                                      ----           ----
                                                                                     (In thousands, except
                                                                                          share data)

                                   ASSETS
Current assets
<S>                                                                                <C>            <C>
     Cash and cash equivalents................................................     $ 181,553      $ 181,587
     Merchandise inventories..................................................       258,687        192,838
     Deferred tax asset (Note 3)..............................................         8,291          6,093
     Prepaid expenses and other current assets................................        29,370         14,588
                                                                                     -------        -------
         Total current assets.................................................       477,901        395,106
                                                                                     -------        -------

Property and equipment, net (Notes 4 and 5)...................................       211,632        157,368
Deferred tax asset (Note 3)...................................................         1,566            470
Goodwill, net of accumulated amortization.....................................        40,376         42,394
Other assets, net (Notes 2 and 4).............................................        15,384         15,895
                                                                                     -------        -------
         TOTAL ASSETS.........................................................     $ 746,859      $ 611,233
                                                                                     =======        =======

                LIABILITIES, MANDITORILY REDEEMABLE PREFERRED
                        STOCK AND SHAREHOLDERS'EQUITY

Current liabilities
     Accounts payable.........................................................     $  75,404      $  71,750
     Income taxes payable (Note 3)............................................        23,448         29,193
     Other current liabilities (Note 5).......................................        46,906         36,196
     Current portion of long-term debt (Note 6)...............................        25,000         28,070
     Current installments of obligations under capital
       leases (Note 4)........................................................         3,547          3,190
                                                                                     -------        -------
         Total current liabilities............................................       174,305        168,399

Long-term debt, excluding current portion (Note 6)............................        18,000         49,138
Obligations under capital leases, excluding
  current installments (Note 4)...............................................        25,183         28,375
Common stock put warrants (Note 8)............................................            --          4,394
Other liabilities  ...........................................................        10,713          9,518
                                                                                     -------        -------
         Total liabilities....................................................       228,201        259,824
                                                                                     -------        -------

Cumulative convertible manditorily redeemable preferred
  stock (Note 8)..............................................................            --         35,171
                                                                                     -------        -------

Shareholders' equity (Notes 2, 8 and 10):
     Common stock, par value $0.01. 300,000,000 shares authorized, 112,046,201
       shares issued and outstanding at December 31, 2000; and 98,842,201 shares
       issued and outstanding at December 31, 1999............................         1,121            659
     Additional paid-in capital...............................................       156,780         75,031
     Retained earnings........................................................       360,757        240,548
                                                                                     -------        -------
         Total shareholders' equity...........................................       518,658        316,238
                                                                                     -------        -------

Commitments, contingencies and subsequent events
     (Notes 4, 6, 7, 8, 10 and 11)............................................            --             --
                                                                                     -------        -------
         TOTAL LIABILITIES, MANDITORILY REDEEMABLE PREFERRED STOCK
           AND SHAREHOLDERS' EQUITY...........................................     $ 746,859      $ 611,233
                                                                                     =======        =======


          See accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                       25
<PAGE>
<TABLE>
<CAPTION>

                            DOLLAR TREE STORES, INC.
                                AND SUBSIDIARIES

                         CONSOLIDATED INCOME STATEMENTS



                                                                             Year Ended December 31,
                                                                             -----------------------
                                                                        2000          1999           1998
                                                                        ----          ----           ----
                                                                      (In thousands, except per share data)

<S>                                                                <C>            <C>            <C>
Net sales ......................................................   $ 1,688,105    $ 1,351,820    $ 1,073,886
Cost of sales (Note 4) .........................................     1,063,416        854,124        681,387
Merger-related costs (Note 2) ..................................         1,100            443          1,301
                                                                     ---------      ---------      ---------
         Gross profit ..........................................       623,589        497,253        391,198
                                                                     ---------      ---------      ---------

Selling, general and administrative expenses (Notes 4, 7 and 9):
     Operating expenses ........................................       375,316        290,241        234,197
     Merger-related expenses (Note 2) ..........................         3,266            607          4,024
     Depreciation and amortization (Note 2) ....................        41,971         30,809         22,463
                                                                     ---------      ---------      ---------
         Total selling, general and
           administrative expenses .............................       420,553        321,657        260,684
                                                                     ---------      ---------      ---------

         Operating income ......................................       203,036        175,596        130,514
Interest income ................................................         4,266          1,743            604
Interest expense (Note 6) ......................................        (7,817)        (7,429)        (5,217)
                                                                     ---------      ---------      ---------
         Income before income taxes ............................       199,485        169,910        125,901
Provision for income taxes (Note 3) ............................        77,476         63,333         44,583
                                                                     ---------      ---------      ---------
         Income before extraordinary item ......................       122,009        106,577         81,318
Loss on debt extinguishment, net of
   tax benefit of $242 .........................................           387             --             --
                                                                     ---------      ---------      ---------
         Net income ............................................       121,622        106,577         81,318
Less: Preferred stock dividends and
   accretion (Note 8) ..........................................         1,413          7,027             --
                                                                     ---------      ---------      ---------
         Net income available to common shareholders ...........   $   120,209    $    99,550    $    81,318
                                                                     =========      =========      =========

Pro forma income data (Note 2):
     Net income available to common shareholders ...............   $   120,209    $    99,550    $    81,318
     Pro forma adjustment for
       C corporation income taxes ..............................            --            505          4,804
                                                                     ---------      ---------      ---------
     Pro forma net income available
       to common shareholders ..................................   $   120,209    $    99,045    $    76,514
                                                                     =========      =========      =========

Basic pro forma income per common share:
     Pro forma income before extraordinary item ................   $      1.16    $      1.01    $      0.79
                                                                     =========      =========      =========
     Pro forma net income ......................................   $      1.16    $      1.01    $      0.79
                                                                     =========      =========      =========

Diluted pro forma income per common share:
     Pro forma income before extraordinary item ................   $      1.08    $      0.92    $      0.71
                                                                     =========      =========      =========
     Pro forma net income ......................................   $      1.08    $      0.92    $      0.71
                                                                     =========      =========      =========


          See accompanying Notes to Consolidated Financial Statements.

</TABLE>


                                       26
<PAGE>
<TABLE>
<CAPTION>

                            DOLLAR TREE STORES, INC.
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                  Years ended December 31, 2000, 1999, and 1998



                                                         Common                 Additional                    Share-
                                                          Stock        Common     Paid-in      Retained       holders'
                                                         Shares        Stock      Capital      Earnings       Equity
                                                         ------        -----      -------      --------       ------
                                                                         (In thousands, except share data)

<S>                                                    <C>            <C>       <C>           <C>           <C>
Balance at December 31, 1997.........................   96,986,899   $   443    $  41,450     $ 131,397     $ 173,290
Transfer from additional paid-in
  capital for Common Stock dividend..................           --       198         (198)           --            --
Net income for the year
  ended December 31, 1998............................           --        --           --        81,318        81,318
Shareholder distributions (Note 2)...................           --        --           --        (6,314)       (6,314)
Issuance of stock under Employee Stock
  Purchase Plan and other plans (Note 10)............       36,505         7          634            --           641
Grant of stock options under the 1998
  Special Stock Option Plan (Note 10)................           --        --        4,413            --         4,413
Exercise of stock options, including
  income tax benefit of $4,916 (Note 10).............      722,709         4        9,223            --         9,227
                                                       -----------     -----      -------       -------       -------
Balance at December 31, 1998.........................   97,746,113       652       55,522       206,401       262,575
Contribution of Only $One's undistributed
  S corporation earnings.............................           --        --        4,469        (4,469)           --
Net income for the year
  ended December 31, 1999............................           --        --           --       106,577       106,577
Shareholder distributions (Notes 2 and 8)............           --        --           --       (60,934)      (60,934)
Issuance of stock under Employee Stock
  Purchase Plan and other plans (Note 10)............       45,656        --          838            --           838
Exercise of stock options, including
  income tax benefit of $6,278 (Note 10).............    1,050,432         7       14,202            --        14,209
Accretion to redemption value, amortization
  of discount and accrued dividends of
  cumulative convertible redeemable
  preferred stock (Note 8) ..........................           --        --           --        (7,027)       (7,027)
                                                       -----------     -----      -------       -------       -------
Balance at December 31, 1999.........................   98,842,201       659       75,031       240,548       316,238
Transfer from additional paid-in
  capital for Common Stock dividend..................           --       329         (329)           --            --
Net income for the year
  ended December 31, 2000............................           --        --           --       121,622       121,622
Issuance of stock for Dollar Express
  preferred stock (Note 8)...........................    3,096,516        31       40,945            --        40,976
Issuance of stock under Employee Stock
  Purchase Plan and other plans (Note 10)............       40,896        --        1,151            --         1,151
Exercise of stock options, including
  income tax benefit of $16,670 (Note 10)............    1,751,957        18       37,629            --        37,647
Exercise of common stock warrants (Note 8)...........    4,252,152        43        2,394            --         2,437
Conversion of common stock warrants (Note 8).........    4,062,479        41          (41)           --            --
Accretion to redemption value, amortization
  of discount and accrued dividends of
  cumulative convertible redeemable
  preferred stock (Note 8) ..........................           --        --           --        (1,413)       (1,413)
                                                       -----------     -----      -------       -------       -------
Balance at December 31, 2000.........................  112,046,201   $ 1,121    $ 156,780     $ 360,757     $ 518,658
                                                       ===========     =====      =======       =======       =======


          See accompanying Notes to Consolidated Financial Statements.

</TABLE>


                                       27
<PAGE>
<TABLE>
<CAPTION>


                            DOLLAR TREE STORES, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                Year Ended December 31,
                                                                                -----------------------
                                                                            2000          1999         1998
                                                                            ----          ----         ----
                                                                                       (In thousands)

Cash flows from operating activities:
<S>                                                                       <C>          <C>          <C>
     Net income .......................................................   $ 121,622    $ 106,577    $  81,318
                                                                            -------      -------      -------
     Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depreciation and amortization ................................      41,971       30,809       22,463
         Loss on disposal of property and equipment ...................       1,471          692        1,664
         Change in lease loss .........................................        (663)         529        1,125
         Extraordinary loss on early extinguishment of debt ...........         629           --           --
         Provision for deferred income taxes ..........................      (3,294)       2,340       (1,207)
         Accretion of common stock put warrants to
           redemption value ...........................................          --          382           --
     Changes in assets and liabilities increasing
       (decreasing) cash and cash equivalents:
         Merchandise inventories ......................................     (65,849)     (37,391)     (31,666)
         Prepaid expenses and other current assets ....................     (14,782)      (7,488)        (292)
         Other assets .................................................        (600)         449          265
         Accounts payable .............................................       3,654       13,519       (1,794)
         Income taxes payable .........................................      10,925       14,118        6,682
         Other current liabilities ....................................      10,663        4,218        7,197
         Other liabilities ............................................       1,905         (199)        (230)
                                                                            -------      -------      -------
              Total adjustments .......................................     (13,970)      21,978        4,207
                                                                            -------      -------      -------

              Net cash provided by operating activities ...............     107,652      128,555       85,525
                                                                            -------      -------      -------

Cash flows from investing activities:
     Acquisition, net of cash acquired ................................          --         (320)          --
     Capital expenditures .............................................     (95,038)     (55,013)     (57,212)
     Proceeds from sale of property and equipment .....................         271          172          174
                                                                            -------      -------      -------
              Net cash used in investing activities ...................     (94,767)     (55,161)     (57,038)
                                                                            -------      -------      -------

Cash flows from financing activities:
     Distributions paid ...............................................          --      (60,934)      (6,314)
     Proceeds from long-term debt .....................................          --       22,500       17,500
     Proceeds from revolving credit facilities ........................      74,700       48,600      190,800
     Net change in notes payable to bank ..............................          --           --      (10,045)
     Repayment of long-term debt and facility fees ....................     (27,708)      (1,966)      (2,304)
     Repayment of revolving credit facilities .........................     (81,200)     (46,100)    (186,800)
     Proceeds from sale-leaseback transaction .........................          --       21,605           --
     Principal payments under capital lease obligations ...............      (3,274)      (1,151)        (474)
     Proceeds from issuance of preferred stock and
       common stock put warrants ......................................          --       32,156           --
     Proceeds from stock issued pursuant to
       stock-based compensation plans .................................      24,563        8,769        4,952
                                                                            -------      -------      -------
              Net cash provided by (used in)
                financing activities ..................................     (12,919)      23,479        7,315
                                                                            -------      -------      -------

Net increase(decrease) in cash and cash equivalents ...................         (34)      96,873       35,802
Cash and cash equivalents at beginning of year ........................     181,587       84,714       48,912
                                                                            -------      -------      -------

Cash and cash equivalents at end of year ..............................   $ 181,553    $ 181,587    $  84,714
                                                                            =======      =======      =======

Supplemental disclosure of cash flow information:
     Cash paid during the year for:
         Interest, net of amount capitalized ..........................   $   7,315    $   6,821    $   4,680
                                                                            =======      =======      =======
         Income taxes .................................................   $  65,597    $  46,640    $  39,171
                                                                            =======      =======      =======


          See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                       28
<PAGE>

                            DOLLAR TREE STORES, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

     Dollar Tree Stores, Inc. (DTS or the Company) owns and operates 1,705
discount variety retail stores that sell substantially all items for $1.00 and
24 multi-price point card and gift stores. The single-price point stores range
from 2,000 to 23,000 total square feet and operate under the names of Dollar
Tree, Dollar Express, Dollar Bills, Only One Dollar and Only $One. The majority
of the stores range between 3,500 and 6,000 square feet. The single-price point
stores are generally segregated into two groups: stores less than 7,000 gross
square feet (traditional stores) and stores 7,000 gross square feet or greater
(larger format stores). The multi-price point stores operate under the name
Spain's Cards & Gifts and these stores represent less than 1% of total net
sales.

     The Company's headquarters and one of its distribution centers are located
in Chesapeake, Virginia. The Company also operates distribution centers in
Mississippi, Illinois, California, Pennsylvania and Georgia. Most of the
Company's stores are located in the eastern half of the United States and in
northern and central California. The Company's merchandise includes candy and
food, housewares, seasonal goods, health and beauty care, toys, party goods,
gifts, stationery and other consumer items. Approximately 40% to 45% of the
Company's merchandise is directly imported, primarily from China. The Company is
not dependent on a few suppliers.

Principles of Consolidation

     The consolidated financial statements include the financial statements of
Dollar Tree Stores, Inc. and its wholly owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.

     On May 5, 2000, DT Keystone, Inc., a wholly owned subsidiary, completed a
merger, which was accounted for as a pooling of interests, with privately-held
Dollar Express, Inc. (Dollar Express). Dollar Express became a wholly owned
subsidiary of Dollar Tree Stores, Inc. Dollar Express operated 132 stores
primarily in the Mid-Atlantic area. Of the stores acquired, 107 were $1.00
single-price point stores operated as "Dollar Express" and 25 were multi-price
point stores operated as "Spain's Cards & Gifts." As a result of the merger, the
Company's consolidated financial statements have been restated to retroactively
combine Dollar Express's financial statements as if the merger had occurred at
the beginning of the earliest period presented.

     On December 10, 1998, the Company completed its merger with Step Ahead
Investments, Inc. (98 Cent Clearance Center). Prior to the merger, 98 Cent
Clearance Center's fiscal year end was the 52-week period ending on the last
Sunday in January. As a result, the consolidated income statement and statements
of shareholders' equity and cash flows for the year ended December 31, 1998
reflect the results of operations and cash flows for Dollar Tree Stores, Inc.
for the year then ended combined with 98 Cent Clearance Center for the 11-month
period ended December 31, 1998.

Cash and Cash Equivalents

     Cash and cash equivalents at December 31, 2000 and 1999 includes $161,882
and $162,755, respectively, of investments in money market securities and bank
participation agreements which are valued at cost, which approximates market.
The underlying assets of these short-term participation agreements are primarily
commercial notes. For purposes of the statements of cash flows, the Company
considers all highly liquid debt instruments with original maturities of three
months or less to be cash equivalents.

Merchandise Inventories

     Merchandise inventories at the distribution centers are stated at the lower
of cost or market, determined on a first-in, first-out (FIFO) basis. Cost is
assigned to store inventories using the retail inventory method, determined on a
FIFO basis. Costs directly associated with warehousing and distribution are
capitalized as merchandise inventories. Total warehousing and distribution costs
capitalized into inventory amounts to $13,129 and $8,347 at December 31, 2000
and 1999, respectively.


                                       29
<PAGE>




Property and Equipment

     Property and equipment are stated at cost and depreciated using the
straight-line method over the estimated useful lives of the respective assets as
follows:

     Buildings..................................     39 years
     Furniture, fixtures and equipment..........     3 to 7 years
     Transportation vehicles....................     4 to 6 years

     Leasehold improvements and assets held under capital leases are amortized
over the estimated useful lives of the respective assets or terms of the related
leases, whichever is shorter.

     Costs incurred related to software developed for internal use are
capitalized and amortized over three years. Costs capitalized include those
incurred in the application development stage.

     Interest is capitalized in connection with the construction of major
facilities. The capitalized interest is recorded as part of the asset to which
it relates and is amortized over the asset's estimated useful life. No interest
cost was capitalized in 2000 or 1999. In 1998, $402 of interest cost was
capitalized.

Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed

     The Company reviews its long-lived assets and certain identifiable
intangible assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by comparing the
carrying amount of an asset to future net undiscounted cash flows expected to be
generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets based on discounted
cash flows or other readily available evidence of fair value, if any. Assets to
be disposed of are reported at the lower of the carrying amount or fair value
less costs to sell.

Goodwill

     Goodwill, which represents the excess of acquisition cost over the fair
value of net assets acquired, is amortized on a straight-line basis over the
expected periods to be benefited, generally 20 to 25 years. Accumulated
amortization relating to goodwill approximates $9,611 and $7,593 at December 31,
2000 and 1999, respectively.

Financial Instruments

     The Company utilizes derivative financial instruments to reduce its
exposure to market risks from changes in interest rates. By entering into
receive-variable, pay-fixed interest rate swaps, the Company changed the
variable rate cash flow exposure on certain variable-rate debt to fixed rate
cash flows. The Company is exposed to credit related losses in the event of
non-performance by the counterparty to the interest rate swaps; however, the
counterparties are major financial institutions, and the risk of loss due to
non-performance is considered remote. Interest rate differentials paid or
received on the swap are recognized as adjustments to interest expense or rent
expense in the period earned or incurred. The Company does not speculate using
derivative instruments in the form of interest rate swaps; therefore, these
swaps are not recorded in the Company's balance sheet.

     The Company enters into foreign exchange forward contracts to hedge
off-balance sheet foreign currency denominated purchase commitments from
suppliers. The contracts are exclusively for Italian lire, which account for
less than 1% of the Company's purchases. The terms of these contracts are
generally less than three months. Gains and losses on these contracts are not
recognized until included in the measurement of the related foreign currency
transaction. There were no open foreign exchange contracts at December 31, 2000.
At December 31, 1999, open foreign exchange contracts of approximately $793 were
recorded, based on current conversion rates, in prepaid expenses and other
current assets and accounts payable.

Cost of Sales

     The Company includes the cost of merchandise, warehousing and distribution
costs, and certain occupancy costs in cost of sales.


                                       30
<PAGE>

Income Taxes

     Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between financial statement carrying
amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in the tax rates is recognized in income in
the period that includes the enactment date of such change.

Stock-Based Compensation

     The Company applies the intrinsic value-based method of accounting
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" (APB No. 25), and related Interpretations in accounting for
its fixed stock option plans. As such, compensation expense would be recorded on
the date of grant only if the current market price of the underlying stock
exceeded the exercise price. Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" (SFAS No. 123) established
accounting and disclosure requirements using a fair value-based method of
accounting for stock-based employee compensation plans. As allowed by SFAS No.
123, the Company has elected to continue to apply the intrinsic value-based
method of accounting described above, and has adopted the disclosure only
requirements of SFAS No. 123.

Pro Forma Net Income Per Common Share

     Pro forma basic net income per common share has been computed by dividing
pro forma net income available to common shareholders by the weighted average
number of common shares outstanding. Pro forma diluted net income per common
share reflects the potential dilution that could occur assuming the inclusion of
dilutive potential common shares and has been computed by dividing pro forma net
income available to common shareholders by the weighted average number of common
shares and dilutive potential common shares outstanding. Dilutive potential
common shares include all outstanding stock options and warrants after applying
the treasury stock method.

New Accounting Standards

     The Financial Accounting Standards Board (FASB) has issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". This statement,
as amended by SFAS No. 138, establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. In June 1999, the FASB issued SFAS
No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of SFAS No. 133, an Amendment of SFAS No. 133,"
which defers the effective date of SFAS No. 133 to all fiscal quarters of fiscal
years beginning after June 15, 2000.

     The Company will adopt the provisions of SFAS No. 133 effective January 1,
2001. As a result, the Company will record each interest rate swap at its fair
value in the balance sheet. The transition adjustment in connection with
adopting SFAS No. 133 is not material. However, pursuant to the provisions of
SFAS No. 133, the interest rate swaps of the Company do not qualify for hedge
accounting. Accordingly, changes in the fair values of the derivative
instruments will be recorded currently in earnings on a quarterly basis.

Use of Estimates

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those
estimates. In addition, the Company has contingent liabilities related to legal
proceedings and other matters arising from the normal course of operations.
Management does not expect that amounts, if any, which may be required to
satisfy such contingencies will be material in relation to the accompanying
consolidated financial statements.

Reclassifications

     Certain 1999 and 1998 amounts have been reclassified for comparability with
the 2000 financial statement presentation.


                                       31
<PAGE>

NOTE 2 - MERGERS AND ACQUISITIONS

Dollar Express Merger

     On May 5, 2000, the Company completed its merger with Dollar Express. The
merger was accounted for as a pooling of interests. DTS issued 0.8772 shares of
the Company's common stock for each share of Dollar Express's outstanding common
stock. The Company issued 8,771,928 shares of its common stock for all of the
outstanding shares of Dollar Express's common stock, which included converting
all of Dollar Express's preferred shares into common shares on a one-for-one
basis as more fully discussed in Note 8. Stock options to purchase 260,000
shares of Dollar Express's common stock were converted into options to purchase
228,072 common shares of the Company.

     In connection with the merger, the Company incurred approximately $4,366
($3,134 after taxes or $0.02 pro forma diluted net income per common share in
2000) of merger-related costs and expenses, consisting primarily of write-downs
of inventory and professional fees.

     Prior to February 5, 1999, Dollar Express was treated as an S corporation
for federal and state income tax purposes. As such, income of Dollar Express for
periods prior to February 5, 1999 was taxable to the Dollar Express shareholders
rather than to Dollar Express. Effective February 5, 1999, Dollar Express
converted from an S corporation to a C corporation and recorded the cumulative
deferred tax benefit of $2,200 in the first quarter of 1999. A portion of the
pro forma provisions for income taxes presented in the consolidated income
statements represent an estimate of the taxes that would have been recorded had
Dollar Express been a C corporation and were computed at 38.5%. A portion of the
distributions paid presented in the consolidated statements of cash flows
represents distributions paid to the Dollar Express shareholders for payment of
their pass-through tax liabilities.

     The following table presents a reconciliation of net sales and net income
previously reported in the Company's 1999 Annual Report to those presented in
the accompanying consolidated financial statements.

                                             For the year ended December 31,
                                             -------------------------------
                                                 1999               1998
                                                 ----               ----
     Net sales:
       DTS..............................     $ 1,197,960       $   944,122
       Dollar Express...................         153,860           129,764
                                               ---------         ---------
       Combined.........................     $ 1,351,820       $ 1,073,886
                                               =========         =========

     Net income:
       DTS..............................     $    98,518       $    71,553
       Dollar Express...................           8,059             9,765
                                               ---------         ---------
       Combined.........................     $   106,577       $    81,318
                                               =========         =========

Only $One Merger

     On June 30, 1999, the Company completed a merger with privately-held
Tehan's Merchandising, Inc. (Only $One). Only $One operated 24 stores in central
and upstate New York under the name "Only $One." The Company issued 752,400
shares of its common stock for all of the Only $One outstanding common stock. In
connection with the merger, the Company incurred approximately $1,050 ($792
after taxes or $0.01 pro forma diluted net income per common share in 1999) of
merger-related costs and expenses, consisting primarily of professional fees and
write-downs of inventory. The merger was accounted for as a pooling of
interests. As a result, the Company's consolidated financial statements were
restated to retroactively combine Only $One's financial statements as if the
merger had occurred at the beginning of the earliest period presented.

     Prior to June 30, 1999, Only $One was treated as an S corporation for
federal and state income tax purposes. As such, income of Only $One for periods
prior to June 30, 1999 was taxable to the Only $One shareholders, rather than to
Only $One. Effective with the Company's merger with Only $One, Only $One became
a C corporation. A portion of the pro forma provisions for income taxes
presented in the consolidated income statements represent an estimate of the
taxes that would have been recorded had Only $One been a C corporation and were
computed at 38.5%. A portion of the distributions paid presented in the
consolidated statements of cash flows represents distributions paid to the Only
$One shareholders for payment of their pass-through tax liabilities.


                                       32
<PAGE>

98 Cent Clearance Center Merger

     On December 10, 1998, the Company completed its merger with Step Ahead
Investments, Inc. (98 Cent Clearance Center). 98 Cent Clearance Center operated
66 stores in northern and central California and Nevada under the name "98 Cent
Clearance Center." DTS issued 1.6818 shares of the Company's common stock for
each share of 98 Cent Clearance Center outstanding common and preferred stock. A
total of 2,494,110 of the Company's common stock was issued as a result of the
merger and 98 Cent Clearance Center's outstanding stock options were converted
into options to purchase 484,811 common shares of the Company. The merger was
accounted for as a pooling of interests. As a result, the Company's consolidated
financial statements were restated to retroactively combine 98 Cent Clearance
Center's financial statements as if the merger had occurred at the beginning of
the earliest period presented.

     The Company issued options to certain former shareholders of 98 Cent
Clearance Center in exchange for non-competition agreements and a consulting
agreement. Included in other assets at December 31, 1998 is the fair value of
these agreements of $4,413, which is being amortized, generally, over a ten-year
period. At December 31, 2000 and 1999, the carrying value of these agreements is
$3,448 and $3,930, respectively, which is net of $965 and $483, respectively, of
accumulated amortization. The recording of these non-competition agreements did
not involve the use of cash and, accordingly, has been excluded from the
accompanying consolidated statements of cash flows.

     In connection with the merger, the Company incurred $5,325 ($4,201 after
taxes or $0.04 pro forma diluted net income per common share in 1998) of
merger-related costs and expenses, consisting primarily of professional fees and
write downs of inventory and fixed assets.
<TABLE>
<CAPTION>

NOTE 3 - INCOME TAXES

     The provision for income taxes for the years ended December 31, 2000, 1999
and 1998 consists of the following:

                                                                2000       1999        1998
                                                                ----       ----        ----

<S>                                                          <C>         <C>         <C>
     Federal - Current ...................................   $ 69,122    $ 52,093    $ 39,348
     Federal - Deferred ..................................     (2,827)      3,856      (1,024)
     Federal - S corporation to C corporation conversion .       --        (1,700)       --
     State - S corporation to C corporation conversion ...       --          (524)       --
     State - Current .....................................     11,406       8,900       6,442
     State - Deferred ....................................       (467)        708        (183)
                                                               ------      ------      ------
                                                             $ 77,234    $ 63,333    $ 44,583
                                                               ======      ======      ======
<CAPTION>

     A reconciliation of the statutory federal income tax rate and the effective
rate for the years ended December 31, 2000, 1999 and 1998 follows:

                                                                   2000     1999      1998
                                                                   ----     ----      ----

<S>                                                               <C>       <C>       <C>
     Statutory tax rate.......................................    35.0%     35.0%     35.0%
       Effect of:
       State and local income taxes, net of
         federal income tax benefit...........................     3.6       3.7       3.2
       Other, net ............................................     0.2       0.2       0.6
       Only $One and Dollar Express S corporation income......      --      (0.3)     (3.4)
       Conversion of Dollar Express from S to
         C corporation........................................      --      (1.3)       --
                                                                  ----      ----      ----
           Effective tax rate.................................    38.8%     37.3%     35.4%
                                                                  ====      ====      ====

</TABLE>

     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Deferred tax assets and
liabilities are classified on the balance sheet based on the classification of
the underlying asset or liability. Significant components of the Company's net
deferred tax assets as of December 31, 2000 and 1999 are as follows:


                                       33
<PAGE>


                                                          2000           1999
                                                          ----           ----
     Deferred tax assets:
       Accrued expenses........................        $  8,658        $  6,008
       Inventories.............................           3,398           3,536
       Property and equipment .................           1,023             171
       Other...................................             867           1,248
                                                         ------          ------
         Total deferred tax asset..............          13,946          10,963
                                                         ------          ------

     Deferred tax liabilities:
       Intangible assets.......................          (2,801)         (2,553)
       Deferred compensation...................            (977)         (1,626)
       Other...................................            (311)           (221)
                                                         ------          ------
         Total deferred tax liability .........          (4,089)         (4,400)
                                                         ------          ------

         Net deferred tax asset................        $  9,857        $  6,563
                                                         ======          ======

     In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
taxes will not be realized. Based upon the availability of carry backs of future
deductible amounts to 2000, 1999 and 1998 taxable income and management's
projections for future taxable income over the periods in which the deferred tax
assets are deductible, management believes it is more likely than not the
existing net deductible temporary differences will reverse during periods in
which carry backs are available or in which the Company generates net taxable
income. However, there can be no assurance that the Company will generate any
income or any specific level of continuing income in future years.

NOTE 4 - COMMITMENTS

Lease Commitments
<TABLE>
<CAPTION>

     Future minimum lease payments under noncancelable store, distribution
center and former corporate headquarters operating leases and the present value
of future minimum capital lease payments as of December 31, 2000 are as follows:

                                                                   Capital      Operating
                                                                   Leases        Leases
                                                                   ------        ------
         Year ending December 31:
<S>                                                              <C>           <C>
         2001................................................    $  5,984      $ 101,845
         2002................................................       5,954         93,429
         2003................................................       5,852         80,264
         2004................................................       6,397         64,197
         2005................................................       7,808         85,933
         Thereafter..........................................       5,740         68,313
                                                                   ------        -------
     Total minimum lease payments............................      37,735      $ 493,981
                                                                                 =======
     Less amount representing interest
       (at an average rate of approximately 9%)..............       9,005
                                                                   ------
     Present value of net minimum capital lease payments.....      28,730
     Less current installments of obligations under
       capital leases........................................       3,547
                                                                   ------
     Obligations under capital leases, excluding current
       installments..........................................    $ 25,183
                                                                   ======
<FN>

     The above future minimum lease payments include amounts for leases that
were signed prior to December 31, 2000 for stores that were not open as of
December 31, 2000. Minimum rental payments for operating leases do not include
contingent rentals that may be paid under certain store leases based on a
percentage of sales in excess of stipulated amounts. Future minimum lease
payments have not been reduced by future minimum sublease rentals of $6,873
under operating leases.
</FN>

</TABLE>

     Included in property and equipment at December 31, 2000 and 1999 are leased
furniture and fixtures and transportation vehicles, excluding sale-leaseback
assets, with a cost of $3,964 and $3,514 and accumulated depreciation of $1,818
and $1,259 at December 31, 2000 and 1999, respectively.


                                       34
<PAGE>

Sale-Leaseback Transaction

     On September 30, 1999, the Company sold certain retail store leasehold
improvements to an unrelated third party and leased them back for a period of
seven years. The Company has an option to purchase the leasehold improvements at
the end of the fifth and seventh years at amounts approximating their fair
market values at the time the option is exercised. This transaction is being
accounted for as a financing arrangement. The total amount of the lease
obligation is $29.0 million. The lease agreement includes financial covenants
that are not more restrictive than those of existing loan agreements. As part of
the transaction, the Company received proceeds of $20,880, net of financing
costs, and an $8,120 11% note receivable, which matures September 2006 and is
included in "other assets, net." The future minimum lease payments related to
the capital lease obligation are included in the five-year schedule above.

Operating Leases

Distribution Centers
     During June 1999, the Company entered into a five year, $18,000 operating
lease agreement to facilitate the construction of the new unautomated
distribution center in Stockton, California. The lease term expires in June
2004. Under this agreement, the lessor purchases the property, pays for the
construction costs and subsequently leases the facility to the Company. The
lease provides for a residual value guarantee and includes a purchase option
based on the outstanding property costs plus any unpaid interest and rents under
the lease agreement. Each reporting period, the Company estimates its liability
under the residual value guarantee and, if necessary, records additional rent
expense on a straight-line basis over the remaining lease term. There was no
liability recorded at December 31, 2000.

     On January 13, 2000, the Company entered into a five year, $35,000
operating lease agreement to facilitate the construction of a new automated
distribution center in Savannah, Georgia. The lease term expires in January
2005. On August 28, 2000, the Company amended its existing operating lease
agreement related to the Stockton distribution center for the purpose of
facilitating construction costs to build a new $40,000 distribution center in
Briar Creek, Pennsylvania. The Briar Creek facility will replace the existing
leased facilities located in Philadelphia, Pennsylvania. Under this type of
agreement the lessor purchases the property, pays for the construction costs and
subsequently leases the facility to the Company. Each lease provides for a
residual value guarantee and includes a purchase option based on the outstanding
property costs plus any unpaid interest and rents under the lease agreement.
When the assets are placed into service, the Company will estimate its liability
under the residual value guarantee and, if necessary, record additional rent
expense on a straight-line basis over the remaining lease term. There was no
liability recorded at December 31, 2000. The Savannah facility began operations
in January 2001 and the Briar Creek facility is expected to be open in early
2002.

     On September 8, 2000, the Company entered into a $10,000 interest rate swap
agreement (swap) to manage the risk associated with interest rate fluctuations
on a portion of its Stockton distribution center lease. The swap creates the
economic equivalent of a fixed rate lease by converting the variable interest
rate to a fixed rate. Under this agreement, the Company pays interest to a
financial institution at a fixed rate of 6.45%. In exchange, the financial
institution pays the Company at a variable interest rate, which approximates the
floating rate on the lease agreement, excluding the credit spread. The interest
rate on the swap is subject to adjustment monthly. For months in which the
interest rate, as calculated under the agreement, is greater than 7.41% no
payments are made by either party. The swap is effective through June 2004.

     On December 20, 2000, the Company entered into a $5,000 interest rate swap
agreement to manage the risk associated with interest rate fluctuations on a
portion of its Stockton distribution center lease. Under this agreement, the
Company pays interest to a financial institution at a fixed rate of 5.83%. In
exchange, the financial institution pays the Company at a variable interest
rate, which approximates the floating rate on the lease agreement, excluding the
credit spread. The interest rate on the swap is subject to adjustment monthly.
For months in which the interest rate, as calculated under the agreement, is
greater than 7.41% no payments are made by either party. The swap is effective
through June 2004.

Non-operating Facilities
     The Company is responsible for payments under leases for former
distribution centers located in Memphis, Tennessee and Sacramento, California
and the former corporate headquarters and distribution center in Norfolk,
Virginia. The leases for the facilities expire in September 2005, June 2008 and
December 2009, respectively. The future minimum lease payments for each facility
are included in the five-year schedule above. The Company receives sublease
income in connection with the Norfolk and Memphis facilities from sublease
agreements that expire in February 2008 and March 2002, respectively. The
sublease income on the Norfolk facility exceeds the annual obligation of $656
under the lease. The Sacramento facility was subleased in March 2001 under an


                                       35
<PAGE>

agreement that expires in June 2008. Due to the uncertainty regarding the
ultimate recovery of the future lease payments and the investment in the
improvements in the buildings in Memphis and Sacramento, the Company recorded a
$1,300 charge related to Sacramento in 1999 and a $1,125 charge related to
Memphis in 1998. The accruals related to the Sacramento and Memphis distribution
centers are adjusted for changes in market conditions.

Related Parties
     The Company also leases properties for fourteen of its stores, its former
corporate headquarters and distribution center in Norfolk and the Philadelphia
office and warehouse from partnerships owned by related parties. The total
rental payments related to these leases were $2,051, $2,094 and $1,990 for the
years ended December 31, 2000, 1999 and 1998, respectively. The future minimum
lease payments for each facility are included in the five-year schedule above.
Rental payments to related parties are included in the rental expense disclosure
below.

     Rental expense for store, distribution center and former corporate
headquarters operating leases included in the accompanying consolidated income
statements for the years ended December 31, 2000, 1999 and 1998 are as follows:

                                            2000         1999         1998
                                            ----         ----         ----

     Minimum rentals...................  $ 95,600     $ 78,780     $ 62,693
     Contingent rentals................     1,876        1,613        1,374
                                           ------       ------       ------
       Total...........................  $ 97,476     $ 80,393     $ 64,067
                                           ======       ======       ======

Purchase Contract

     During 1996, the Company entered into a purchase agreement with a vendor,
which commits the Company to purchase a minimum of $39,462 in vendor products by
April 2003, of which $11,846 has been purchased through December 31, 2000. If
the Company does not meet the minimum purchase requirement by the stated end of
the contract term, the contract will extend in six-month increments until the
commitment has been met.

Freight Services

     The Company has contracted outbound freight services from various contract
carriers with contracts expiring through February 2003. The total amount of this
commitment is approximately $20,200. The contracts provide for termination in
the event of non-performance.

NOTE 5 - BALANCE SHEET COMPONENTS

     Property and equipment, net as of December 31, 2000 and 1999 consists of
the following:

                                                           2000           1999
                                                           ----           ----

     Land.............................................  $   8,051     $   8,051
     Buildings........................................     31,281        28,468
     Improvements.....................................    100,953        69,289
     Furniture, fixtures and equipment................    174,498       130,747
     Transportation vehicles..........................      4,296         3,283
     Construction in progress.........................     16,600         7,576
                                                          -------       -------
         Total property and equipment.................    335,679       247,414

     Less accumulated depreciation and amortization...    124,047        90,046
                                                          -------       -------
         Total........................................  $ 211,632     $ 157,368
                                                          =======       =======


     Other current liabilities as of December 31, 2000 and 1999 consists of the
following:

                                                           2000           1999
                                                           ----           ----

     Compensation and benefits........................   $ 14,977      $ 13,745
     Taxes (other than income taxes)..................     23,685        18,298
     Other............................................      8,244         4,153
                                                           ------        ------
         Total  ......................................   $ 46,906      $ 36,196
                                                           ======        ======


                                       36
<PAGE>


NOTE 6 - LONG-TERM DEBT

     Long-term debt as of December 31, 2000 and 1999 consists of the following:

                                                              2000        1999
                                                              ----        ----
     7.29% unsecured Senior Notes, interest payable
        semiannually on April 30 and October 30,
        principal payable $6,000 per year beginning
        April 2000 and maturing April 2004................  $ 24,000    $ 30,000

     Demand Revenue Bonds, interest payable monthly at
        a variable rate which was 7.3% at December 31,
        2000, principal payable beginning June 2006,
        maturing June 2018................................    19,000      19,000

     Revolving credit facility, paid in full in May 2000..        --       6,500

     Term loan, paid in full in May 2000..................        --      20,000

     Other long-term debt.................................        --       1,708
                                                              ------      ------
        Total long-term debt..............................    43,000      77,208
     Less current portion.................................    25,000      28,070
                                                              ------      ------
        Long-term debt, excluding current portion.........  $ 18,000    $ 49,138
                                                              ======      ======

     Maturities of long-term debt are as follows: 2001 - $25,000; 2002 - $6,000;
2003 - $6,000; 2004 - $6,000.

Senior Notes

     The holders of the Senior Notes have the right to require the Company to
prepay the Notes in full without premium upon a change of control or upon
certain other transactions by the Company. The Senior Notes rank pari passu with
the Company's other debt. The Note agreements, among other things, prohibit
certain mergers and consolidations and require the maintenance of certain
specified ratios. In the event of default or a prepayment at the option of the
Company, the Company is required to pay a prepayment penalty equal to a
make-whole amount.

Demand Revenue Bonds

     On May 20, 1998, the Company entered into a Loan Agreement with the
Mississippi Business Finance Corporation (MBFC) under which the MBFC issued
Taxable Variable Rate Demand Revenue Bonds (the Bonds) in an aggregate principal
amount of $19,000 to finance the acquisition, construction, and installation of
land, buildings, machinery and equipment for the Company's distribution facility
in Olive Branch, Mississippi. The Bonds do not contain a prepayment penalty as
long as the interest rate remains variable. The Bonds are secured by a $19,300
letter of credit issued by one of the Company's existing lending banks. The
letter of credit is renewable annually. The Letter of Credit and Reimbursement
Agreement requires, among other things, the maintenance of certain specified
ratios and restricts the payment of dividends. The Bonds contain a demand
provision and, therefore, outstanding amounts are classified as current
liabilities.

     On April 1, 1999, the Company entered into an interest rate swap agreement
(swap) related to the $19,000 Loan Agreement with the MBFC (Loan Agreement).
This swap converts the variable interest rate to a fixed rate and reduces the
Company's exposure to interest rate fluctuations. Under this agreement, as
amended, the Company pays interest to the financial institution that provided
the swap at a fixed rate of 4.88%. In exchange, the financial institution pays
the Company at a variable interest rate, which approximates the rate on the Loan
Agreement. The variable interest rate of the swap is subject to adjustment
monthly. For months in which the interest rate as calculated under the agreement
is greater than 7.75%, no payments are made by either party. The swap, effective
through April 1, 2009, is for the entire amount outstanding under the Loan
Agreement.

Revolving Credit Facility

     On September 27, 1996, the Company entered into an Amended and Restated
Revolving Credit Agreement with its banks (the Agreement). The Agreement
provides for, among other things: (1) a $135,000 revolving line of credit,
bearing interest at the agent bank's prime interest rate or LIBOR, plus a
spread, at the option of the Company; (2) an annual facilities fee, calculated
as a percentage, as defined, of the amount available under the line of credit,
and annual agent's fee payable quarterly; and (3) the reduction of amounts
outstanding under the Agreement for a period of 30 consecutive days between
December 1, 2000 and March 1, 2001 to $0.


                                       37
<PAGE>

     The Agreement, as amended, among other things, requires the maintenance of
certain specified financial ratios, restricts the payment of certain
distributions and prohibits the incurrence of certain new indebtedness. The
Agreement matures on May 31, 2002. At December 31, 2000, the variable interest
rate on the facility was 7.1%. At December 31, 2000 and 1999, no amounts were
outstanding under the Agreement; however, approximately $70,952 of the $135,000
available under the Agreement was committed to certain letters of credit issued
in relation to the routine purchase of imported merchandise at December 31,
2000.

Revolving Credit Facility and Term Loan

     In February 1999, Dollar Express entered into a credit facility for an
aggregate amount of $40,000, of which $20,000 was a term loan and $20,000 was a
revolving credit facility. At the option of Dollar Express, interest on the
facility was calculated at the lender's base rate plus a margin, or LIBOR plus a
margin, based on a leverage ratio, as defined. Commitment fees on the unused
portion of the revolving credit facility are calculated based on the LIBOR
margin in effect during the period, as defined. The facility was secured by
substantially all of Dollar Express's assets, as well as all of Dollar Express's
outstanding common and preferred stock. Amounts outstanding on the revolving
credit facility and term loan at December 31, 1999 were $6,500 and $20,000,
respectively, all of which were paid in full in May 2000.

Fair Value of Financial Instruments

     The carrying values of cash and cash equivalents, other current assets,
other assets, accounts payable, other current liabilities and other liabilities
approximate fair value because of the short maturity of these instruments.

     The carrying value of the Company's long-term debt approximates its fair
value. The fair value is estimated by discounting the future cash flows of each
instrument at rates offered for similar debt instruments of comparable
maturities.

     The fair value of the interest rate swaps are the estimated amounts the
Company would receive or pay to terminate the agreements as of the reporting
date. The fair values of the interest rate swaps at December 31, 2000 are as
follows:

                                                         Receive/(Pay)

      $19,000 MBFC interest rate swap...............         $ 337
      $10,000 Stockton interest rate swap...........          (208)
      $5,000 Stockton interest rate swap............           (15)

NOTE 7 - MANAGEMENT ADVISORY SERVICES

     The Company has a financial and management advisory service agreement with
one of its non-employee shareholders. The agreement provides for the payment of
$200 annually over the term of the agreement. The agreement is terminable by
vote of the Company's Board of Directors. During each of the years ended
December 31, 2000, 1999 and 1998, the Company paid $200 under this agreement.

NOTE 8 - SHAREHOLDERS' EQUITY

Unattached Warrants

     The Company issued, to certain Company shareholders, unattached warrants to
purchase 4,188,675 shares of Common Stock on September 30, 1993 for $0.12 per
warrant and unattached warrants to purchase 4,188,675 shares of Common Stock on
February 22, 1994 for $0.12 per warrant.

     On August 2, 2000, certain Company shareholders exercised 4,252,152
warrants at an exercise price of $0.57 per share. Effective December 4, 2000,
the Company effected a Recapitalization wherein the remaining 4,125,198 warrants
were canceled and the warrant holders were issued 4,062,479 shares of common
stock. As a result, the Company has no outstanding warrants at December 31,
2000.

Preferred Stock

     The Company is authorized to issue 10,000,000 shares of Preferred Stock,
$0.01 par value per share.


                                       38
<PAGE>

Stock Dividends

     On May 25, 2000 the Board of Directors authorized a stock dividend, payable
June 19, 2000 to shareholders of record as of June 12, 2000, whereby the Company
issued one-half share for each outstanding share of Common Stock. All share and
per share data in these consolidated financial statements and the accompanying
notes have been retroactively adjusted to reflect these dividends, each having
the effect of a 3-for-2 stock split. In connection with the stock dividend
authorized by the Board of Directors in 1998, the Company issued one-half share
for each outstanding share of Common Stock, payable June 29, 1998 to
shareholders of record as of June 22, 1998.

Recapitalization of Dollar Express

     On February 5, 1999, Dollar Express issued 3,530,000 shares of cumulative
convertible redeemable preferred stock for gross proceeds of $34,000, net of
offering costs of $2,844. The preferred shareholders were entitled, at any time,
to convert any or all shares, on a one-for-one basis, into shares of Dollar
Express common stock. Upon conversion, the holders of the preferred shares were
also entitled to payment of all accrued but unpaid dividends, if any, as long as
a qualified public offering, merger or consolidation or any other
recapitalization or other business combination with an affiliated entity had not
occurred prior to August 2001. All outstanding preferred shares were converted
into Dollar Express common shares, on a one-for-one basis, upon consummation of
the Dollar Express merger as more fully discussed in Note 2. As a result of the
merger with Dollar Express, all accrued and unpaid preferred stock dividends
were forfeited and credited to additional paid-in capital in the second quarter
of 2000.

     The accretion of preferred stock to redemption value represents the pro
rata portion of the change in redemption value of the preferred stock from its
initial value at the date of issuance to May 5, 2000. The costs of $2,844
associated with issuing the preferred stock and the discount of $3,013 related
to the value of the detachable common stock put warrants have been recorded as
discounts on the preferred stock. The redemption value adjustments were being
accreted and the discounts were being amortized over a five-year period from the
date of issuance. As a result of the merger with Dollar Express, the book value
of the preferred stock and common stock put warrants were credited to additional
paid-in capital during the second quarter of 2000.

     Dollar Express issued 416,667 detachable common stock put warrants to the
holders of the cumulative convertible redeemable preferred stock to purchase
shares of Dollar Express's common stock. The warrants were terminated upon
consummation of the merger.

     In connection with the recapitalization, Dollar Express distributed $59,524
to the former owners of Dollar Express.
<TABLE>
<CAPTION>

Pro Forma Net Income Per Common Share

     The following table sets forth the calculation of pro forma basic and
diluted net income per common share:

                                                                          2000       1999       1998
                                                                          ----       ----       ----
     Pro forma basic income before extraordinary
       item per common share:
<S>                                                                    <C>        <C>        <C>
        Income before extraordinary item .........................     $ 122,009  $ 106,577  $  81,318
        Less: Preferred stock dividends and accretion ............         1,413      7,027         --
                                                                         -------    -------     ------
        Income before extraordinary item available
          to common shareholders .................................       120,596     99,550     81,318
        Pro forma adjustment for C corporation
          income taxes ...........................................            --        505      4,804
                                                                         -------    -------     ------
        Pro forma income before extraordinary item
         available to common shareholders .......................        120,596     99,045     76,514
                                                                         =======    =======     ======
        Weighted average number of common shares
          outstanding ............................................       103,972     98,435     97,454
                                                                         =======    =======     ======
        Pro forma basic income before extraordinary
          item per common share ..................................     $    1.16  $    1.01  $    0.79
                                                                         =======    =======     ======


                                       39
<PAGE>
<CAPTION>

                                                                          2000       1999       1998
                                                                          ----       ----       ----

<S>                                                                    <C>        <C>        <C>
     Pro forma diluted income before extraordinary
       item per common share:
        Pro forma income before extraordinary item
          available to common shareholders......................       $ 120,596  $  99,045  $  76,514
                                                                         =======    =======    =======
        Weighted average number of common shares
          outstanding   ........................................         103,972     98,435     97,454
        Dilutive effect of stock options and warrants
          (as determined by applying the treasury
          stock method).........................................           7,837      9,525      9,661
                                                                         -------    -------    -------
        Weighted average number of common shares and
          dilutive potential common shares outstanding..........         111,809    107,960    107,115
                                                                         =======    =======    =======
        Pro forma diluted income before extraordinary
          item per common share.................................       $    1.08  $    0.92  $    0.71
                                                                         =======    =======    =======
</TABLE>

     Detachable common stock put warrants to purchase 416,667 shares of common
stock of Dollar Express and 3,530,000 shares of cumulative convertible
redeemable preferred stock, eligible for conversion into 3,530,000 shares of
common stock of Dollar Express, were outstanding from February 5, 1999 to May 5,
2000. These common stock equivalents are not included in the calculation of the
weighted average number of common shares and dilutive potential common shares
outstanding because their effect would be anti-dilutive.

     At December 31, 2000, 164,411 stock options are not included in the
calculation of the weighted average number of common shares and dilutive
potential common shares outstanding because their effect would be anti-dilutive.

NOTE 9 - EMPLOYEE BENEFIT PLANS

Profit Sharing and 401(k) Retirement Plan

     The Company maintains defined contribution profit sharing and 401(k) plans
which are available to all employees over 21 years of age who have completed one
year of service in which they have worked, in general, at least 1,000 hours.
Eligible employees may make elective salary deferrals. The Company may make
contributions at its discretion.

     Contributions to and reimbursements by the Company of expenses of the plans
included in the accompanying consolidated income statements for the years ended
December 31 were as follows:

        2000................................   $ 7,041
        1999................................     5,413
        1998................................     4,059

Deferred Compensation Plan

     The Company has a deferred compensation plan providing certain highly
compensated employees and executives the ability to defer a portion of their
base compensation and bonuses and earn interest on their deferred amounts. The
plan is an unfunded nonqualified plan; however, the Company may make
discretionary contributions. The deferred amounts and earnings thereon are
payable to participants, or designated beneficiaries, at specified future dates,
upon retirement or death. Total participant deferrals were approximately $390 at
December 31, 2000 and are included in other long-term liabilities in the balance
sheet. The Company made no discretionary contributions in 2000.

NOTE 10 - STOCK-BASED COMPENSATION PLANS

     At December 31, 2000, the Company has five stock-based compensation plans.
The accounting method and the plans are described below.
<TABLE>
<CAPTION>

Accounting Method

     The Company adopted the disclosure-only option under SFAS No. 123 as of
January 1, 1996. If the accounting provisions of SFAS No. 123 had been adopted
as of the beginning of 1996, the Company's pro forma net income available to
common shareholders and pro forma net income per common share would have been
reduced to the pro forma amounts indicated in the following table:


                                       40
<PAGE>



                                                                       2000          1999         1998
                                                                       ----          ----         ----

     Pro forma net income available to common shareholders:
<S>                                                                 <C>           <C>          <C>
        As reported..............................................   $ 120,209     $ 99,045     $ 76,514
                                                                      =======       ======       ======
        Pro forma for SFAS No. 123...............................   $ 106,372     $ 88,718     $ 69,774
                                                                      =======       ======       ======

     Pro forma basic net income per common share:
        As reported..............................................   $    1.16     $   1.01     $   0.79
                                                                      =======       ======       ======
        Pro forma for SFAS No. 123...............................   $    1.02     $   0.90     $   0.72
                                                                      =======       ======       ======

     Pro forma diluted net income per common share:
        As reported..............................................   $    1.08     $   0.92     $   0.71
                                                                      =======       ======       ======
        Pro forma for SFAS No. 123...............................   $    0.94     $   0.82     $   0.65
                                                                      =======       ======       ======
<FN>

     The full impact of calculating compensation cost for stock options under
SFAS No. 123 is not reflected in the pro forma net income available to common
shareholders for SFAS No. 123 and pro forma net income per share for SFAS No.
123 amounts presented above because compensation cost is reflected over the
options' vesting periods and compensation cost for options granted prior to
January 1, 1995 is not considered. These pro forma amounts for SFAS No. 123 may
not be representative of future disclosures because compensation cost is
reflected over the options' vesting periods and because additional options may
be granted in future years.
</FN>
</TABLE>

Fixed Stock Option Plans

     The Company has four fixed stock option plans. Under the Non-Qualified
Stock Option Plan (SOP), the Company granted options to its employees for
1,047,264 shares of Common Stock in 1993 and 1,048,289 shares in 1994. Options
granted under the SOP have an exercise price of $0.86 and are fully vested at
the date of grant.

     Under the 1995 Stock Incentive Plan (SIP), the Company may grant options to
its employees for up to 12,600,000 shares of Common Stock. The exercise price of
each option equals the market price of the Company's stock at the date of grant,
unless a higher price is established by the Board of Directors, and an option's
maximum term is ten years. Options granted under the SIP generally vest over a
three-year period. In exchange for their options to purchase Dollar Express
Common Stock, certain employees of Dollar Express were granted 228,072 options
to purchase the Company's common stock based on an exchange ratio of 0.8772.
Options issued in connection with the merger were fully vested as of the date of
the merger.

     The Step Ahead Investments, Inc. Long-Term Incentive Plan (SAI Plan)
provided for the issuance of stock options, stock appreciation rights, phantom
stock and restricted stock awards to officers and key employees. Effective with
the merger with 98 Cent Clearance Center and in accordance with the terms of the
SAI Plan, outstanding 98 Cent Clearance Center options were assumed by the
Company and converted, based on 1.6818 Company options for each 98 Cent
Clearance Center option, to options to purchase the Company's common stock.
Options issued as a result of this conversion were fully vested as of the date
of the merger.

     Under the 1998 Special Stock Option Plan (Special Plan), options to
purchase 247,500 shares were granted to five former officers of 98 Cent
Clearance Center who were serving as employees or consultants of the Company
following the merger. The options were granted as consideration for entering
into non-competition agreements and a consulting agreement. The exercise price
of each option equals the market price of the Company's stock at the date of
grant, and an option's maximum term is ten years. Options granted under the
Special Plan vest over a five-year period.

     The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted average
assumptions:

                                         2000         1999         1998
                                         ----         ----         ----

     Expected term in years...........      6           8            8
     Expected volatility..............   61.6%       52.7%        50.4%
     Annual dividend yield............     --          --           --
     Risk-free interest rate..........    5.2%        6.6%         4.9%


                                       41
<PAGE>
<TABLE>
<CAPTION>

     The following tables summarize the Company's various option plans as of
December 31, 2000, 1999 and 1998, and for the years then ended and information
about fixed options outstanding at December 31, 2000.


                                                                       Stock Option Activity
                                                  2000                        1999                             1998
                                         -----------------------       -------------------------      ------------------------
                                                       Weighted                      Weighted                       Weighted
                                                        Average                       Average                        Average
                                                       Per Share                     Per Share                      Per Share
                                                       Exercise                      Exercise                       Exercise
                                         Shares          Price         Shares          Price           Shares         Price
                                         ------          -----         ------          -----           ------         -----

Outstanding at
<S>                                      <C>            <C>            <C>            <C>             <C>           <C>
   beginning of year.............        5,288,463      $ 16.86         4,876,365     $ 14.33         3,606,963     $  6.77
Granted..........................        1,935,973        24.87         1,697,847       19.05         2,119,610       24.20
Exercised........................       (1,751,957)       12.00        (1,050,432)       7.55          (722,709)       5.94
Forfeited .......................         (381,359)       23.56          (235,317)      21.05          (127,499)      12.13
                                         ---------                      ---------                     ---------
Outstanding at
   end of year...................        5,091,120        21.02         5,288,463       16.86         4,876,365       14.33
                                         =========                      =========                     =========

Options exercisable
   at end of year................        1,904,127        17.07         2,212,093       12.07         2,016,101        5.99
                                         =========                      =========                     =========

Weighted average fair
   value of options
   granted during the
   year..........................                       $ 15.37                       $ 12.56                       $ 15.02

<CAPTION>

                                                                Stock Options Outstanding and Exercisable
                                                   Options Outstanding                               Options Exercisable
                                  ---------------------------------------------------         --------------------------------
                                                           Weighted
                                       Number               Average           Weighted            Number             Weighted
Range of                             Outstanding           Remaining           Average          Exercisable           Average
Exercise                           at December 31,        Contractual         Exercise        at December 31,        Exercise
Prices                                  2000                 Life              Price               2000                Price
------                                  ----                 ----              -----               ----                -----

<S>                                   <C>                   <C>               <C>                <C>                  <C>
$0.86......................              54,323               (1)             $  0.86               54,323            $  0.86
$2.96 to $5.96.............             177,276             4.6 years            4.60              177,276               4.60
$6.76 to $9.94.............             494,322             5.9 years            9.76              494,322               9.76
$10.80 to $19.50...........           1,055,079             8.1 years           18.80              306,014              17.08
$20.66 to $24.75...........           2,588,027             8.5 years           23.11              585,422              22.92
$25.53 to $42.57...........             722,093             8.4 years           30.00              286,770              28.48
                                      ---------                                                  ---------

$0.86 to $42.57............           5,091,120                                                  1,904,127
                                      =========                                                  =========
<FN>

(1)  Options granted under the SOP in 1993 and 1994 have no expiration date.
     They are therefore not included in the total weighted average remaining
     life.
</FN>
</TABLE>

Employee Stock Purchase Plan

     Under the Dollar Tree Stores, Inc. Employee Stock Purchase Plan (ESPP), the
Company is authorized to issue up to 759,375 shares of Common Stock to eligible
employees. Under the terms of the ESPP, employees can choose to have up to 10%
of their annual base earnings withheld to purchase the Company's common stock.
The purchase price of the stock is 85% of the lower of the price at the
beginning or the price at the end of the quarterly offering period. Under the
ESPP, the Company has sold 187,069 shares as of December 31, 2000.

     The fair value of the employees' purchase rights is estimated on the date
of grant using the Black-Scholes option-pricing model with the following
weighted average assumptions:


     Expected term .......................   3 months
     Expected volatility..................   21% to 72%
     Annual dividend yield................   --
     Risk-free interest rate..............   5.16% to 6.20% (annualized)

     The weighted average per share fair value of those purchase rights granted
in 2000, 1999 and 1998 was $7.00, $4.59, and $3.91, respectively.

                                       42
<PAGE>

NOTE 11 - SUBSEQUENT EVENTS (Unaudited)

Revolving Credit Facility
     Effective March 12, 2001, the Company entered into a Revolving Credit
Facility with its banks (the Revolver Agreement). The Agreement provides for,
among other things: (1) a $50,000 revolving line of credit, bearing interest at
the agent bank's prime interest rate or LIBOR, plus a spread, at the option of
the Company; and (2) an annual facilities fee, calculated as a percentage, as
defined, of the amount available under the line of credit, and annual
administrative fee payable quarterly.

     The Revolver Agreement, among other things, requires the maintenance of
certain specified financial ratios, restricts the payment of certain
distributions and prohibits the incurrence of certain new indebtedness. The
Agreement matures on March 11, 2002. The Company's existing $135,000 revolving
credit facility was terminated concurrent with entering into the new $50,000
revolving credit facility.

Letters of Credit
     Effective March 12, 2001, the Company entered into a Letter of Credit
Reimbursement and Security Agreement. The agreement provides $125,000 for
letters of credit, which are generally issued in relation to the routine
purchase of imported merchandise.

Operating Lease Agreement
     Effective March 12, 2001, the Company entered into an operating lease
facility (the Lease Facility) with its banks. The Lease Facility provides for,
among other things: (1) a $165,000 operating lease facility, bearing interest at
the agent bank's prime interest rate or LIBOR, plus a spread, at the option of
the Company; and (2) an annual facilities fee, calculated as a percentage of the
amount available under the facility and annual administrative fee payable
quarterly. The Lease Facility, among other things, requires the maintenance of
certain specified financial ratios, restricts the payment of certain
distributions and prohibits the incurrence of certain new indebtedness.
Approximately $93,000 is committed to the Savannah, Briar Creek and Stockton
distribution centers. This facility replaces the existing operating lease
facilities for the Savannah, Briar Creek and Stockton distribution centers. In
addition, approximately $20,000 is committed for expansion of the Stockton
distribution center.

     Under this type of agreement, the lessor purchases the property, pays for
the construction costs and subsequently leases the facility to the Company. The
lease provides for a residual value guarantee and includes a purchase option
based on the outstanding property costs plus any unpaid interest and rents under
the lease agreement. Each reporting period, the Company estimates its liability
under the residual value guarantee and, if necessary, records additional rent
expense on a straight-line basis over the remaining lease term.

NOTE 12 - QUARTERLY FINANCIAL INFORMATION (Unaudited)
<TABLE>
<CAPTION>

     The following table sets forth some items from the Company's unaudited
income statements for each quarter of 2000 and 1999. The unaudited information
has been prepared on the same basis as the audited consolidated financial
statements appearing elsewhere in this report and includes all adjustments,
consisting only of normal recurring adjustments, which management considers
necessary for a fair presentation of the financial data shown. The operating
results for any quarter are not necessarily indicative of results for any future
period.

                                                           First        Second       Third        Fourth
                                                          Quarter     Quarter(1)    Quarter       Quarter
                                                          -------     ---------     -------       -------
                                                           (In thousands, except store and per share data)

2000:
<S>                                                      <C>          <C>          <C>          <C>
     Net sales........................................   $ 327,111    $ 384,503    $ 377,318    $ 599,173
     Gross profit.....................................     113,573      136,945      138,990      234,081
     Operating income.................................      23,219       36,426       36,329      107,062
     Pro forma net income available to
       common shareholders (3)........................      12,876       20,811       21,850       64,672
     Pro forma diluted net income per
       common share...................................        0.12         0.19         0.19         0.57
     Stores open at end of quarter....................       1,565        1,634        1,677        1,729
     Comparable store net sales increase (4)..........        3.0%        14.3%         5.3%         2.0%

                                       43
<PAGE>


<CAPTION>

                                                           First        Second       Third        Fourth
                                                          Quarter     Quarter(2)    Quarter       Quarter
                                                          -------     ---------     -------       -------
                                                          (In thousands, except store and per share data)
1999:
<S>                                                      <C>          <C>          <C>          <C>
     Net sales........................................   $ 258,091    $ 288,148    $ 298,868    $ 506,713
     Gross profit.....................................      89,700      103,316      107,322      196,915
     Operating income.................................      20,451       26,233       27,920      100,992
     Pro forma net income available to
       common shareholders (3)........................      13,672       14,355       12,083       58,935
     Pro forma diluted net income per
       common share...................................        0.13         0.13         0.11         0.54
     Stores open at end of quarter....................       1,335        1,403        1,461        1,507
     Comparable store net sales increase (4)..........        4.6%         1.7%         4.9%         7.5%
<FN>

(1)  Included in gross profit is $1,100 of merger-related costs. Included in
     operating income is $1,100 of merger-related costs and $3,266 of
     merger-related expenses.

(2)  Included in gross profit is $443 of merger-related costs. Included in
     operating income is $443 of merger-related costs and $607 of merger-related
     expenses.

(3)  Amounts include a pro forma adjustment for C corporation income taxes
     relating to Dollar Express and Only $One of $271 for the second quarter of
     1999 and $234 for the first quarter of 1999.

(4) Easter was observed on April 23, 2000, April 4, 1999, and April 12, 1998.
</FN>

</TABLE>


Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

         None.

                                    PART III


Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information concerning our Directors and Executive Officers required by
this Item is incorporated by reference to Dollar Tree Stores, Inc.'s Proxy
Statement relating to our Annual Meeting of Shareholders to be held on May 24,
2001, under the caption "Election of Directors."

     Information set forth in the Proxy Statement under the caption "Compliance
with Section 16(a) of the Securities and Exchange Act of 1934," with respect to
director and executive officer compliance with Section 16(a), is incorporated
herein by reference.

Item 11. EXECUTIVE COMPENSATION

     Information set forth in the Proxy Statement under the caption
"Compensation of Executive Officers," with respect to executive compensation, is
incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information set forth in the Proxy Statement under the caption "Ownership
of Common Stock," with respect to security ownership of certain beneficial
owners and management, is incorporated herein by reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information set forth in the Proxy Statement under the caption "Certain
Relationships and Related Transactions" is incorporated herein by reference.


                                       44
<PAGE>



                                     PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  Documents filed as part of this report:

     1.   Financial Statements. Reference is made to the Index to the
          Consolidated Financial Statements set forth under Part II, Item 8, on
          page 23 of this Form 10-K.

     2.   Financial Statement Schedules. All schedules for which provision is
          made in the applicable accounting regulations of the Securities and
          Exchange Commission are not required under the related instructions,
          are not applicable, or the information is included in the Consolidated
          Financial Statements, and therefore have been omitted.

     3.   Exhibits. The exhibits listed on the accompanying Index to Exhibits,
          on page 47 of this Form 10-K, are filed as part of, or incorporated by
          reference into, this report.

(b)  The following reports on Form 8-K were filed since September 30, 2000:

     1.   Report on Form 8-K, filed March 16, 2001, included a first quarter
          2001 outlook

     2.   Report on Form 8-K, filed January 26, 2001, included the earnings
          results for the quarter and year ended December 31, 2000

     3.   Report on Form 8-K, filed January 12, 2001, included the sales results
          for the quarter and year ended December 31, 2000

     4.   Report on Form 8-K, filed December 22, 2000, included a fourth quarter
          and full year 2000 outlook

     5.   Report on Form 8-K, filed November 9, 2000, included restated
          consolidated financial statements as of December 31, 1999 and 1998 and
          for the three year period ended December 31, 1999, and to
          retroactively combine Dollar Tree's and Dollar Express's financial
          statements

     6.   Report on Form 8-K, filed October 25, 2000, included a press release
          regarding earnings for the third quarter ended September 30, 2000


                                       45
<PAGE>




SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                    DOLLAR TREE STORES, INC.


DATE: March 28, 2001                By:  /s/ Macon F. Brock, Jr.
                                         -------------------------------------
                                         Macon F. Brock, Jr.
                                         President and Chief Executive Officer



     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.



          Signature                      Title                        Date
          ---------                      -----                        ----

/s/ J. Douglas Perry
---------------------------
J. Douglas Perry                Chairman of the Board;            March 28, 2001
                                Director

/s/ Macon F. Brock, Jr.
---------------------------
Macon F. Brock, Jr.             President and Chief Executive     March 28, 2001
                                Officer; Director (principal
                                executive officer)

/s/ H. Ray Compton
---------------------------
H. Ray Compton                  Executive Vice President;         March 28, 2001
                                Director


/s/ John F. Megrue
---------------------------
John F. Megrue                  Vice Chairman; Director           March 28, 2001


/s/ Frederick C. Coble
---------------------------
Frederick C. Coble              Senior Vice President and Chief   March 28, 2001
                                Financial Officer(principal
                                financial and accounting officer)


/s/ Frank Doczi
---------------------------
Frank Doczi                     Director                          March 28, 2001


/s/ Richard G. Lesser
---------------------------
Richard G. Lesser               Director                          March 28, 2001



/s/ Thomas A. Saunders, III
---------------------------
Thomas A. Saunders, III         Director                          March 28, 2001



/s/ Alan L. Wurtzel
---------------------------
Alan L. Wurtzel                 Director                          March 28, 2001


                                       46
<PAGE>


                                Index to Exhibits


2.   Plan of Acquisition, Reorganization, Arrangements, Liquidation or
     Succession

  (a) The following document(s) is/are filed herewith:

     2.1  Recapitalization Agreement and Plan of Reorganization dated December
          4, 2000 by and among Dollar Tree Stores, Inc. and Warrantholders of
          the Company

  (b) The following documents, filed as Exhibits 2.4, 2.5 and 2.6 to the
      Company's Form S-3/A filed August 1, 2000, are incorporated herein by this
      reference:

     2.2  Merger Agreement by and among the Company, DT Keystone, Inc., Dollar
          Express, Inc. and Bernard Spain, Murray Spain, Bernard Spain Family
          Limited Partnership, Murray Spain Family Limited Partnership, Global
          Private Equity III Limited Partnership, Advent Partners GPE III
          Limited Partnership, Advent Partners (NA) GPE Limited Partnership,
          Advent Partners Limited Partnership, Guayacan Private Equity Fund
          Limited Partnership, and Dollar Express Investment, LLC Limited
          Partnership (collectively, the "Dollar Express Shareholders") dated
          April 5, 2000 (incorporated by reference from our Current Report on
          Form 8-K, filed April 11, 2000)

     2.3  Registration Rights Agreement dated April 5, 2000 by and among the
          Company and the Dollar Express Shareholders (incorporated by reference
          from our Current Report on Form 8-K dated April 11, 2000)

     2.4  Escrow Agreement dated May 5, 2000 by and among Dollar Tree Stores,
          Inc., State Street Bank & Trust, Bernard Spain, David Mussafer, and
          the Holders (incorporated by reference from our Current Report on Form
          8-K, filed July 12, 2000)

3.   Articles and Bylaws

     3.1  Third Restated Articles of Incorporation of Dollar Tree Stores, Inc.
          (the Company), as amended (Exhibit 3.1 to the Company's Quarterly
          Report on Form 10-Q for the fiscal quarter ended September 30, 1996
          incorporated herein by this reference)

     3.2  Second Restated Bylaws of the Company (Exhibit 3.2 to the Company's
          Registration Statement on Form S-1, No. 33-88502, incorporated herein
          by this reference)

4.   Instruments Defining the Rights of Holders Including Indentures

  (a) The following document, filed as Exhibit 4.7 to the Company's Form S-8
      filed July 12, 2000 is incorporated herein by this reference:

     4.1  Third amendment to the Plan (see the Appendix to the Company's Proxy
          Statement filed with the Commission in connection with the Company's
          annual meeting of shareholders held on May 25, 2000, incorporated
          herein by this reference

10.  Material Contracts

  (a) The following document(s) is/are filed herewith:

     10.1 Credit Agreement among Dollar Tree Distribution, Inc., as Borrower,
          Certain of the Domestic Affiliates of the Borrower from Time to Time
          Parties Hereto, as Guarantors; the Lender Parties Hereto, Fleet
          National Bank, as Syndication Agent, SunTrust Bank, as Documentation
          Agent, and First Union National Bank, as Administrative Agent, dated
          as of March 12, 2001

     10.2 Credit Agreement among First Security Bank, National Association, as
          Owner Trustee under the DTSD Realty Trust 1999-1, as the Borrower, The
          Several Lenders from Time to Time Parties Hereto, and First Union
          National Bank, as the Agent, dated as of March 12, 2001

                                       47
<PAGE>

     10.3 Lease Agreement between First Security Bank, National Association, as
          Owner Trustee under the DTSD Realty Trust 1999-1, as Lessor and
          Respective each particular Property, the Lessee referenced on the
          signature pages hereto which has executed a Lease Supplement with
          respect to such Property or such other Credit Party designated as
          Lessee in any Lease Supplement respecting such Property, dated as of
          March 12, 2001

  (b) The following documents, filed as Exhibits 10.1, 10.2 and 10.3 to the
      Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March
      31, 2000 are incorporated herein by this reference:

     10.4 Merger Agreement, dated April 5, 2000, by and among Dollar Tree
          Stores, Inc., DT Keystone, Inc., Dollar Express, Inc., and the
          shareholders of Dollar Express, Inc.

     10.5 Registration Rights Agreement, dated April 5, 2000

     10.6 Form of Escrow Agreement by and among Dollar Tree Stores, Inc., State
          Street Bank & Trust, Bernard Spain, William Woo and the shareholders

  (c) The following document, filed as Exhibit 10.1 to the Company's Quarterly
      Report on Form 10-Q for the fiscal quarter ended September 30, 2000 is
      incorporated herein by this reference:

     10.7 Amendment No. 1 to Certain Operative Agreements, dated August 28, 2000

21.  Subsidiaries of the Registrant

     21.1 Subsidiaries

23.  Consents of Experts and Counsel

     23.1 Independent Auditors' Consent


                                       48
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>exhibit2.txt
<DESCRIPTION>RECAPITALIZATION AGREEMENT
<TEXT>

                                                                     Exhibit 2.1



              RECAPITALIZATION AGREEMENT AND PLAN OF REORGANIZATION



         This Recapitalization Agreement and Plan of Reorganization Agreement
("Agreement") made this 4th day of December, 2000, by and among DOLLAR TREE
STORES, INC., a Virginia corporation ("Company") and the undersigned
warrantholders of the Company ("Warrantholders") listed on the attached Schedule
A.


                                    RECITALS:


1. Each of the Warrantholders holds one or more warrant certificates
("Warrants") representing the right to purchase shares of the Common Stock of
the Company ("Common Stock"). The Company issued the Warrants in connection with
an at-risk investment in and recapitalization of the Company in September 1993.

2. Warrants  currently  outstanding  represent  the right to purchase  4,125,188
shares of Common Stock at $0.5729 per share.

3. The Company desires to enter into this Agreement in order to (i)
simplify its capital structure converting all of the outstanding Warrants to
Shares and (ii) avoid diluting the Company's earnings per share (which dilution
would occur if the Warrantholders exercised their warrants for cash thereby
maximizing the number of shares the Company must issue).

4. The Warrantholders desire, and the Company has agreed, to convert all
of the Warrants to Shares by a cashless conversion of all of the Warrants
pursuant to the terms of this Agreement (the "Warrant Conversion").

5. The parties intend that the transactions contemplated by this
Agreement will be a tax-free reorganization pursuant to Internal Revenue Code
ss. 368(a)(1)(E) and a recapitalization within the meaning of SEC Rule
144(d)(3)(i) and a conversion within the meaning of SEC Rule 144(d)(3)(ii).

6. With respect to each outstanding Warrant to purchase Shares, Schedule
A sets for the Warrant certificate number, the name of the Warrantholder holding
the Warrant, the number and class of underlying shares of Common Stock (as
adjusted pursuant to the terms of the Warrant for changes in the Company's
capital structure, the "Warrant Shares"), the exercise price in cash (as
adjusted pursuant to the terms of the Warrant, the "Exercise Price"), and the
number and class of shares of Common Stock to be issued to the holder pursuant
to cashless conversion under the terms of this Agreement (collectively, the "New
Shares").

<PAGE>

   NOW, THEREFORE, for and in consideration of the mutual promises herein made,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:

1. Closing. The Closing under this Agreement (the "Closing") shall be
deemed to be effective as of the close of business on December 4, 2000 (the
"Conversion Date") and shall be held at the offices of Hofheimer Nusbaum, P.C.
Norfolk, Virginia on such date, or at such other time and place as the parties
may agree upon in writing.

2. Conversion. At the Closing, upon and subject to all of the terms and
conditions set forth herein, the Warrantholders will assign, transfer and
deliver to the Company all of their right, title and interest in and to the
Warrants. The Warrants shall be duly endorsed for transfer thereon or by means
of duly executed powers of attorney attached thereto. In exchange for the
Warrants, at the Closing the Company shall issue and deliver to Company's
transfer agent irrevocable instructions to issue to each Warrantholder
certificates evidencing the number and class of shares of Common Stock shown in
the column headed "New Shares" on Schedule A opposite such Warrantholder's name.

   In connection with this cashless Warrant Exchange, each Warrant shall
represent the right to subscribe for and acquire the number of New Shares
(rounded down to the nearest integer) equal to (A) the number of Warrant Shares
represented by the Warrant (the "Total Share Number") less (B) the number of
Warrant Shares equal to the quotient obtained by dividing (i) the product of the
Total Share Number and the existing Exercise Price per Warrant Share by (ii) the
Conversion Price (as hereafter defined) of a share of Common Stock. "Conversion
Price" means the average closing price of the Company's common stock as quoted
by The Nasdaq National Market for the last three trading days immediately
preceding the Conversion Date. No fractional shares or scrip representing
fractional shares or cash shall be issued or paid in exchange for the Warrants.

3. Cancellation and Release. Subject to and effective upon the
consummation of the Closing, the Company hereby cancels the Warrants. The
Warrants and any and all rights evidenced by the Warrants, including without
limitation, the right of any holder of theWarrants to purchase the common stock
of the Company, shall be null and void effective upon the consummation of the
Closing. Subject to and effective upon the consummation of the Closing, the
Warrantholders and the Company hereby release and discharge each other, and
their respective shareholders, directors, officers, employees, agents,
Affiliates and representatives, from any and all claims, liabilities and
obligations that they may have had to each other relating to or arising out of
or in connection with the Warrants.

4. Business Purpose; Tax Treatment. The business purpose of this
Agreement and the conversions of securities authorized herein is to simplify the
Company's capital structure by eliminating the Warrants and to avoid the
dilution to the Company's earnings per share that would occur if the
Warrantholders received a greater number of shares by exercising their warrants
for cash. The parties intend that the transactions contemplated by this
Agreement will be a tax-free reorganization pursuant to Internal Revenue Code
ss. 368(a)(1)(E).
<PAGE>

5. Warrantholders' Representations and Warranties. Each Warrantholder represents
and warrants to the Company that, as to itself:

     5.1. the Warrantholder has the full power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby;

     5.2. for each entity Warrantholder, the execution and delivery of this
Agreement and the consummation by the Warrantholder of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of the entity;

     5.3. the Warrantholder has duly executed and delivered this Agreement;

     5.4. the obligations imposed on the Warrantholder by this Agreement are the
valid and binding obligations of the Warrantholder, enforceable against the
Warrantholder in accordance with its terms;

     5.5. the Warrantholder is the sole record and beneficial owner of good and
marketable title to all of the Warrants set forth opposite such Warrantholder's
name in Schedule A under the heading "Warrants Owned";

     5.6. the Warrantholder owns such Warrants free and clear of all liabilities
(absolute or contingent), liens, encumbrances, mortgages, pledges, options,
claims, proxies, and other security interests or rights of others;

     5.7. except for the Company's Amended and Restated Stockholder Agreement
effective March 13, 1995, as amended (the "Stockholders Agreement"), the
Warrantholder is not a party to any voting trust, proxy, or other agreement or
understanding between or among any persons that affects or relates to the voting
or giving of written consent with respect to any outstanding security of the
Company; and

     5.8. the execution, delivery and performance of this Agreement and the
performance and consummation by the Warrantholder of the transactions
contemplated hereby:

     5.8.1. do not require on behalf of the Warrantholder any consent or
authorization from, or registration, declaration or filing with, any
governmental entity;

     5.8.2. will not result in a violation of any material law or regulation
applicable to the Warrantholder; and

     5.8.3. will not constitute a breach or violation of or default under any
contract, agreement, license, permit or other instrument to which the
Warrantholder is a party.

6. Company's Representations and Warranties. The Company represents and warrants
to each of the Warrantholders that:
<PAGE>

     6.1. the Company has the full power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby;

     6.2. the execution and delivery of this Agreement and the consummation by
the Company of the transactions contemplated hereby have been duly authorized by
all necessary corporate action on the part of the Company;

     6.3. the Company has duly executed and delivered this Agreement;

     6.4. the obligations imposed on the Company by this Agreement are the valid
and binding obligations of the Company, enforceable against the Company in
accordance with its terms; and

     6.5. the New Shares have been duly authorized and issued, and upon
consummation of the Closing, shall be fully paid and non-assessable, free and
clear of all liabilities (absolute or contingent), liens, encumbrances,
mortgages, pledges, options, claims, proxies, and other security interests or
rights of others.

7. Restricted Securities. Each Warrantholder understands that the New Shares may
not be sold, transferred or otherwise disposed of without registration under the
Securities Act of 1933 or an exemption therefrom, and that in the absence of an
effective registration statement covering the New Shares or an available
exemption from registration under the Securities Act, the New Shares must be
held indefinitely.

8. Legend. Each certificate evidencing any of the New Shares, other than those
sold in a registered public offering, shall bear a legend substantially as
follows:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS
THEREFROM.

9. Stockholders Agreement. To the extent, if any, that this Agreement expressly
conflicts with the Stockholders Agreement, the Stockholders Agreement shall be
deemed to be superseded and amended hereby. Except as required by the previous
sentence, the Stockholders Agreement shall remain in full force and effect.

10. Entire Agreement; Amendments. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and neither
this Agreement nor any provision hereof may be waived, modified, amended or
terminated except by a writing duly executed by all of the parties whose
interests are affected thereby. To the extent any term or other provision of any
other indenture, agreement or instrument by which any party hereto is bound
conflicts with this Agreement, this Agreement shall have precedence over such
conflicting term or provision.
<PAGE>

11. Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the Commonwealth of Virginia and shall be binding upon the
parties hereto and their respective successors and assigns.

12. Waivers. The failure of any party to insist upon strict performance of any
of the terms or conditions of this Agreement will not constitute a waiver of any
of its rights hereunder.

13. Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or the effectiveness or validity of any provision in any
other jurisdiction, and this Agreement will be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.

14. Indemnity. Each Warrantholder severally and not jointly agrees to
indemnify the Company from and against any and all loss, cost, damage, or
expense (including reasonable attorney's fees and costs of investigation)
arising from a misrepresentation or a breach by such Warrantholder of a
warranty, covenant, agreement or other term set forth in this Agreement or in
any document delivered in connection with the closing under this Agreement. The
Company agrees to indemnify each Warrantholder from and against any and all
loss, cost, damage, or expense (including reasonable attorney's fees and costs
of investigation) arising from a misrepresentation or a breach by the Company of
a warranty, covenant, agreement or other term set forth in this Agreement or in
any document delivered in connection with the closing under this Agreement.

15. Counterparts;   Facsimile  Signatures.  This  Agreement  may  be  executed,
including by facsimile  signature,  in one or more  counterparts,  each of which
when so  executed  shall be deemed to be an original  and all of which  together
shall constitute one and the same instrument.

        Witness the following signatures:

                             Dollar Tree Stores, Inc.


                             By: /s/ Frederick C. Coble
                                -------------------------
                             Title: Senior Vice President
                                    ---------------------






                             /s/ J. Dougless Perry      , Trustee
                             ---------------------------
                             J. Douglas Perry, Trustee for the Laura Paige Perry
                             Descendants Trust dated April 11, 1994


<PAGE>

                             /s/ J. Dougless Perry      , Trustee
                             ---------------------------
                             J. Douglas Perry, Trustee for the Joseph
                             Christopher Perry Descendants Trust Dated April 11,
                             1994





                             /s/ J. Dougless Perry      , Trustee
                             ---------------------------
                             J. Douglas Perry, Trustee for the Brandon Douglas
                             Perry Descendants Trust dated April 11, 1994




                             /s/ Macon F. Brock         , Trustee
                             ---------------------------
                             Macon F. Brock, Jr., Trustee for the Macon F.
                             Brock, III Descendants Trust dated April 22, 1994




                             /s/ Macon F. Brock         , Trustee
                             ---------------------------
                             Macon F. Brock, Jr., Trustee for the Kathryn P.
                             Brock Descendants Trust dated April 22, 1994





                             /s/ Macon F. Brock         , Trustee
                             ---------------------------
                             Macon F. Brock, Jr., Trustee for the Christine
                             Brock McCammon Descendants Trust dated April 22,
                             1994






                             /s/ James P. Compton       , Trustee
                             ---------------------------
                             James P. Compton, Trustee for the Brymar
                             Descendants Trust dated April 21, 1994



<PAGE>

                             /s/ Thomas A. Saunders, III, Trustee
                             ---------------------------
                             Thomas A. Saunders, III, Trustee for the Saunders
                             Dollar Tree Trust dated July 16, 1993





                             /s/ Joanne S. Berkley      , Trustee
                             ---------------------------
                             Joanne S. Berkley, Trustee for the Saunders Dollar
                             Tree Trust dated July 16, 1993



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exhibit101.txt
<DESCRIPTION>REVOLVING CREDIT FACILITY
<TEXT>

                                                                    Exhibit 10.1

                                CREDIT AGREEMENT

                                      among

                        DOLLAR TREE DISTRIBUTION, INC.
                                  as Borrower,

                   CERTAIN OF THE DOMESTIC AFFILIATES OF THE
                   BORROWER FROM TIME TO TIME PARTIES HERETO,
                                 as Guarantors,

                           THE LENDERS PARTIES HERETO,
                              FLEET NATIONAL BANK,
                              as Syndication Agent,

                                 SUNTRUST BANK,
                             as Documentation Agent,

                                       and

                           FIRST UNION NATIONAL BANK,
                             as Administrative Agent

                           Dated as of March 12, 2001

                          FIRST UNION SECURITIES, INC.,
                        as Sole Arranger and Book Runner

<PAGE>



                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I  DEFINITIONS........................................................1
 Section 1.1    Defined Terms.................................................1

 Section 1.2    Other Definitional Provisions................................22

 Section 1.3    Accounting Terms.............................................22


ARTICLE II  THE LOANS; AMOUNT AND TERMS......................................22
 Section 2.1    Revolving Loans..............................................22

 Section 2.2    Letter of Credit Subfacility.................................24

 Section 2.3    Fees.........................................................27

 Section 2.4    Reduction or Increase of the Revolving Commitments...........28

 Section 2.5    Prepayments..................................................30

 Section 2.6    Minimum Borrowing Amounts and Principal Amounts of Tranches..31

 Section 2.7    Interest Payments; Default Interest; Interest Payment Dates..31

 Section 2.8    Conversion Options...........................................32

 Section 2.9    Computation of Interest and Fees.............................32

 Section 2.10   Pro Rata Treatment and Payments..............................33

 Section 2.11   Non-Receipt of Funds by the Administrative Agent.............34

 Section 2.12   Inability to Determine Interest Rate.........................35

 Section 2.13   Illegality...................................................36

 Section 2.14   Requirements of Law..........................................36

 Section 2.15   Indemnity....................................................37

 Section 2.16   Taxes........................................................38

 Section 2.17   Indemnification; Nature of Issuing Lender's Duties...........40

 Section 2.18   Waiver of Notice.............................................41

 Section 2.19   Defaulting Lenders; Limitation on Claims.....................42

 Section 2.20   Replacement of Lenders.......................................44


ARTICLE III  REPRESENTATIONS AND WARRANTIES..................................44
 Section 3.1    Financial Condition..........................................44

 Section 3.2    No Change....................................................45

 Section 3.3    Corporate Existence; Compliance with Law.....................45

 Section 3.4    Corporate Power; Authorization; Enforceable Obligations......45

 Section 3.5    No Legal Bar; No Default.....................................46

 Section 3.6    No Material Litigation.......................................46

 Section 3.7    Government Acts..............................................46

 Section 3.8    Margin Regulations...........................................46

 Section 3.9    ERISA........................................................47

 Section 3.10   Environmental Matters........................................47

 Section 3.11   Purpose of Loans.............................................48

 Section 3.12   Subsidiaries.................................................48

 Section 3.13   Ownership....................................................49

 Section 3.14   Indebtedness.................................................49

 Section 3.15   Taxes........................................................49

 Section 3.16   Intellectual Property........................................49
<PAGE>

 Section 3.17   Solvency.....................................................49

 Section 3.18   Investments..................................................50

 Section 3.19   No Burdensome Restrictions...................................50

 Section 3.20   Brokers' Fees................................................50

 Section 3.21   Labor Matters................................................50

 Section 3.22   Accuracy and Completeness of Information.....................50


ARTICLE IV  CONDITIONS PRECEDENT.............................................51
 Section 4.1    Conditions to Closing Date and Initial
                Revolving Loans..............................................51

 Section 4.2    Conditions to All Extensions of Credit.......................54


ARTICLE V  AFFIRMATIVE COVENANTS.............................................55
 Section 5.1    Financial Statements.........................................55

 Section 5.2    Certificates; Other Information..............................56

 Section 5.3    Payment of Obligations.......................................56

 Section 5.4    Conduct of Business and Maintenance of Existence.............57

 Section 5.5    Maintenance of Property; Insurance...........................57

 Section 5.6    Inspection of Property; Books and Records; Discussions.......57

 Section 5.7    Notices......................................................57

 Section 5.8    Environmental Laws...........................................59

 Section 5.9    Financial Covenants..........................................60

 Section 5.10   Obligations Regarding Subsidiaries; Additional
                Subsidiary Guarantors........................................60

 Section 5.11   Compliance with Law..........................................60

 Section 5.12   Additional Credit Parties....................................61

 Section 5.13   Covenants Related to Certain Subsidiaries....................61


ARTICLE VI  NEGATIVE COVENANTS...............................................61
 Section 6.1    Indebtedness.................................................61

 Section 6.2    Liens........................................................62

 Section 6.3    Nature of Business...........................................62

 Section 6.4    Consolidation, Merger, Sale or Purchase of Assets, etc.......62

 Section 6.5    Advances, Investments and Loans..............................64

 Section 6.6    Transactions with Affiliates.................................64

 Section 6.7    Ownership of Subsidiaries; Restrictions......................64

 Section 6.8    Fiscal Year; Organizational Documents; Material Contracts....65

 Section 6.9    Limitation on Actions........................................65

 Section 6.10   Restricted Payments..........................................66

 Section 6.11   Prepayments of Indebtedness, etc.............................66

 Section 6.12   Sale Leasebacks..............................................67

 Section 6.13   Use of Proceeds..............................................67


ARTICLE VII  EVENTS OF DEFAULT...............................................67
 Section 7.1    Events of Default............................................67

 Section 7.2    Acceleration; Remedies.......................................70


ARTICLE VIII  THE AGENT......................................................70
 Section 8.1    Appointment..................................................70

 Section 8.2    Delegation of Duties.........................................71

 Section 8.3    Exculpatory Provisions.......................................71
<PAGE>

 Section 8.4    Reliance by Administrative Agent.............................71

 Section 8.5    Notice of Default............................................72

 Section 8.6    Non-Reliance on Administrative Agent and Other Lenders.......72

 Section 8.7    Indemnification..............................................73

 Section 8.8    Administrative Agent in Its Individual Capacity..............73

 Section 8.9    Successor Administrative Agent...............................73

 Section 8.10   Documentation Agent and Syndication Agent....................74


ARTICLE IX  MISCELLANEOUS....................................................74
 Section 9.1    Amendments and Waivers.......................................74

 Section 9.2    Notices......................................................76

 Section 9.3    No Waiver; Cumulative Remedies...............................77

 Section 9.4    Survival of Representations and Warranties...................77

 Section 9.5    Payment of Expenses and Taxes................................77

 Section 9.6    Successors and Assigns; Participations; Purchasing Lenders...78

 Section 9.7    Adjustments; Set-off.........................................80

 Section 9.8    Table of Contents and Section Headings.......................81

 Section 9.9    Counterparts.................................................82

 Section 9.10   Effectiveness................................................82

 Section 9.11   Severability.................................................82

 Section 9.12   Integration..................................................82

 Section 9.13   Governing Law................................................82

 Section 9.14   Consent to Jurisdiction and Service of Process...............82

 Section 9.15   Arbitration..................................................83

 Section 9.16   Confidentiality..............................................84

 Section 9.17   Acknowledgments..............................................85

 Section 9.18   Waivers of Jury Trial........................................85


ARTICLE X  GUARANTY..........................................................85
 Section 10.1   The Guaranty.................................................85

 Section 10.2   Bankruptcy...................................................86

 Section 10.3   Nature of Liability..........................................86

 Section 10.4   Independent Obligation.......................................87

 Section 10.5   Authorization................................................87

 Section 10.6   Reliance.....................................................87

 Section 10.7   Waiver.......................................................87

 Section 10.8   Limitation on Enforcement....................................88

 Section 10.9   Confirmation of Payment......................................89


Schedules

Schedule 1.1(a)                     Account Designation Letter
Schedule 1.1(b)                     Investments
Schedule 1.1(c)                     Liens
Schedule 2.1(a)                     Lenders and Commitments
Schedule 2.1(b)(i)                  Form of Notice of Borrowing
Schedule 2.1(d)                     Form of Revolving Note



<PAGE>

Schedule 2.8                        Form of Notice of Conversion/Extension
Schedule 2.16                       Section 2.16 Certificate
Schedule 3.12                       Subsidiaries
Schedule 4.1(b)                     Form of Secretary's Certificate
Schedule 4.1(h)                     Form of Solvency Certificate
Schedule 5.12                       Form of Joinder Agreement
Schedule 6.1(b)                     Indebtedness
Schedule 9.2                        Lenders' Lending Offices
Schedule 9.6(c)                     Form of Commitment Transfer Supplement


<PAGE>




                                       89




         CREDIT AGREEMENT, dated as of March 12, 2001, among DOLLAR TREE
DISTRIBUTION, INC., a Virginia corporation (the "Borrower"), DOLLAR TREE STORES,
INC., a Virginia corporation (the "Parent Guarantor"), each Domestic Subsidiary
of the Borrower and the Parent Guarantor identified as a "Guarantor" on the
signature pages hereto and such other Domestic Subsidiaries of the Borrower and
the Parent Guarantor as may from time to time become a party hereto
(collectively, the "Subsidiary Guarantors" and together with the Parent
Guarantor, the "Guarantors"), the several banks and other financial institutions
as may from time to time become parties to this Agreement (collectively, the
"Lenders"; and individually, a "Lender"), FLEET NATIONAL BANK, as Syndication
Agent, SUNTRUST BANK, as Documentation Agent, and FIRST UNION NATIONAL BANK, as
administrative agent for the Lenders hereunder (in such capacity, the
"Administrative Agent" or the "Agent").

                              W I T N E S S E T H:

         WHEREAS, the Borrower has requested that the Lenders make loans and
other financial accommodations to the Borrower as more particularly described
herein;

         WHEREAS, the Lenders have agreed to make such loans and other financial
accommodations to the Borrower on the terms and conditions contained herein;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto hereby agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1       Defined Terms.

         As used in this Agreement, terms defined in the preamble to this
Agreement have the meanings therein indicated, and the following terms have the
following meanings:

         "Account Designation Letter" shall mean the Notice of Account
Designation Letter dated the Closing Date from the Borrower to the
Administrative Agent substantially in the form attached hereto as Schedule
1.1(a).

         "Additional Credit Party" shall mean each Person that becomes a
Guarantor by execution of a Joinder Agreement in accordance with Section 5.10.

         "Additional Lender" shall have the meaning set forth in Section 2.4.

         "Administrative Agent" shall have the meaning set forth in the first
paragraph of this Agreement and any successors in such capacity.
<PAGE>

         "Affiliate" shall mean as to any Person, any other Person (excluding
any Subsidiary) which, directly or indirectly, is in control of, is controlled
by, or is under common control with, such Person. For purposes of this
definition, a Person shall be deemed to be "controlled by" a Person if such
Person possesses, directly or indirectly, power either (a) to vote 10% or more
of the securities having ordinary voting power for the election of directors of
such Person or (b) to direct or cause the direction of the management and
policies of such Person whether by contract or otherwise..

         "Agreement" shall mean this Credit Agreement, as amended, modified or
supplemented from time to time in accordance with its terms.

         "Alternate Base Rate" shall mean, for any day, a rate per annum 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" shall mean, at any time, the rate of interest per annum publicly
announced from time to time by First Union at its principal office in Charlotte,
North Carolina as its prime rate. Each change in the Prime Rate shall be
effective as of the opening of business on the day such change in the Prime Rate
occurs. The parties hereto acknowledge that the rate announced publicly by First
Union as its Prime Rate is an index or base rate and shall not necessarily be
its lowest or best rate charged to its customers or other banks; and "Federal
Funds Effective Rate" shall mean, 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 on the next succeeding 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 standing selected by it. If for any reason
the Administrative Agent shall have determined (which determination shall be
conclusive in the absence of manifest error) 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 Alternate Base Rate 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
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective on the opening of business on the date of such
change.

         "Alternate Base Rate Loans" shall mean Loans that bear interest at an
interest rate based on the Alternate Base Rate.

         "Applicable Percentage" shall mean, for any day, the rate per annum set
forth below opposite the applicable Level then in effect, it being understood
that the Applicable Percentage for (i) Revolving Loans which are Alternate Base
Rate Loans shall be the percentage set forth under the column "Alternate Base
Rate Margin for Revolving Loans", (ii) Revolving Loans which are LIBOR Rate
Loans or Index Rate Loans and for Standby Letter of Credit Fees shall be the
percentage set forth under the column "LIBOR Rate and Index Rate Margin for
Revolving Loans and Standby Letter of Credit Fees", (iii) the Trade Letter of
Credit Fees shall be the percentage set forth under the column "Trade Letter of
Credit Fees" and (iv) the Facility Fee shall be the percentage set forth under
the column "Facility Fee":
<PAGE>



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

                                       LIBOR Rate and
                           Alternate     Index Rate
             Pricing       Base Rate     Margin for
               Grid        Margin for  Revolving Loans    Trade Letter
             Leverage      Revolving  and Standby Letter   of Credit    Facility
              Ratio          Loans     of Credit Fees        Fees         Fee
              -----          -----     --------------        ----         ---
Level

 I       < 0.75 to 1.0        0.00%       0.525%            0.2625%       0.075%

 II     < 1.00 to 1.0 but     0.00%       0.625%            0.3125%       0.125%
         => 0.75 to 1.0

 III    < 1.25 to 1.0 but     0.00%       0.825%            0.4125%       0.175%
         => 1.00 to 1.0

 IV     > 1.25 to 1.0         0.00%       1.025%            0.5125%       0.225%
               -
------------ ------------------- -------------------- --------------------- ----

         The Applicable Percentage shall, in each case, be determined and
adjusted quarterly on the date five (5) Business Days after the date on which
the Parent Guarantor is required to provide to the Administrative Agent the
quarterly financial information and certifications in accordance with the
provisions of Sections 5.1(a) and (b) and 5.2(c) (each an "Interest
Determination Date"). Such Applicable Percentage shall be effective from such
Interest Determination Date until the next such Interest Determination Date. The
initial Applicable Percentages shall be based on Level I until the first
Interest Determination Date occurring after the Closing Date. After the Closing
Date, if the Parent Guarantor shall fail to provide the quarterly financial
information and certifications in accordance with the provisions of Sections
5.1(a) and (b) and 5.2(c), the Applicable Percentage from such Interest
Determination Date shall, on the date five (5) Business Days after the date by
which the Parent Guarantor was so required to provide such financial information
and certifications to the Administrative Agent and the Lenders, be based on
Level IV until such time as such information and certifications are provided,
whereupon the Level shall be determined by the then current Pricing Grid
Leverage Ratio.

         "Asset Disposition" shall mean the disposition of any or all of the
assets (including, without limitation, the Capital Stock of a Subsidiary or any
ownership interest in a joint venture) of the Parent Guarantor or any Subsidiary
whether by sale, lease, transfer or otherwise. The term "Asset Disposition"
shall not include (i) Excluded Dispositions, (ii) the sale, lease or transfer of
assets permitted by Section 6.4(c)(iii) hereof, (iii) any Equity Issuance or
(iv) an Asset Disposition that constitutes a Recovery Event.
<PAGE>

         "Bankruptcy Code" shall mean the Bankruptcy Code in Title 11 of the
United States Code, as amended, modified, succeeded or replaced from time to
time.

         "Borrower" shall have the meaning set forth in the first paragraph of
this Agreement.

         "Borrowing Date" shall mean, in respect of any Loan, the date such Loan
is made.

         "Business" shall have the meaning set forth in Section 3.10.

         "Business Day" shall mean a day other than a Saturday, Sunday or other
day on which commercial banks in Charlotte, North Carolina or Norfolk, Virginia
are authorized or required by law to close; provided, however, that when used in
connection with a rate determination, borrowing or payment in respect of a LIBOR
Rate Loan or Index Rate Loan, the term "Business Day" shall also exclude any day
on which banks in London, England are not open for dealings in Dollar deposits
in the London interbank market.

         "Capital Lease" shall mean any lease of property, real or personal, the
obligations with respect to which are required to be capitalized on a balance
sheet of the lessee in accordance with GAAP.

         "Capital Lease Obligations" shall mean the capitalized lease
obligations relating to a Capital Lease determined in accordance with GAAP.

         "Capital Stock" shall mean (i) in the case of a corporation, capital
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of capital stock, (iii) in the case of a partnership, partnership
interests (whether general or limited), (iv) in the case of a limited liability
company, membership interests and (v) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

         "Cash Equivalents" shall mean (i) securities issued directly or fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve months from the date of acquisition ("Government Obligations"), (ii)
U.S. dollar denominated (or foreign currency fully hedged) time deposits,
certificates of deposit, eurodollar time deposits and eurodollar certificates of
deposit of (y) any domestic commercial bank of recognized standing having
capital and surplus in excess of $250,000,000 or (z) any bank whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof or
from Moody's is at least P-1 or the equivalent thereof (any such bank being an
"Approved Bank"), in each case with maturities of not more than one year from
the date of acquisition, (iii) commercial paper and variable or fixed rate notes
issued by any Approved Bank (or by the parent company thereof) or any commercial
paper or variable rate notes issued by, or guaranteed by any domestic
corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or
the equivalent thereof) or better by Moody's and maturing within nine months of
the date of acquisition, (iv) repurchase agreements with a bank or trust company
(including a Lender) or a recognized securities dealer having capital and
surplus in excess of $500,000,000 for direct obligations issued by or fully
<PAGE>

guaranteed by the United States of America, (v) obligations of any state of the
United States or any political subdivision thereof rated A-1 (or the equivalent
thereof) or better by S&P or P-1 (or the equivalent thereof) or better by
Moody's having maturities of not more than one year, and (vi) auction preferred
stock rated in the highest short-term credit rating category by S&P or Moody's.

         "Change of Control" shall mean (a) any Person or two or more Persons
acting in concert shall have acquired "beneficial ownership," directly or
indirectly, of, or shall have acquired by contract or otherwise, or shall have
entered into a contract or arrangement that, upon consummation, will result in
its or their acquisition of, control over, Voting Stock of the Parent Guarantor
(or other securities convertible into such Voting Stock) representing 35% or
more of the combined voting power of all Voting Stock of the Parent Guarantor,
(b) during any period of up to 25 consecutive months, commencing after the
Closing Date, individuals who at the beginning of such 25 month period were
directors of the Parent Guarantor (together with any new director whose election
by the Parent Guarantor's Board of Directors or whose nomination for election by
the Parent Guarantor's shareholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
directors of the Parent Guarantor then in office or (c) the Parent Guarantor
shall fail to own all of the Capital Stock of the Borrower and the other Credit
Parties. As used herein, "beneficial ownership" shall have the meaning provided
in Rule 13d-3 of the Securities and Exchange Commission under the Securities Act
of 1934.

         "Closing Date" shall mean the date of this Agreement.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Commitment" shall mean the Revolving Commitment and the LOC
Commitment, individually or collectively, as appropriate.

         "Commitment Percentage" shall mean the Revolving Commitment Percentage
and/or the LOC Commitment Percentage, as appropriate.

         "Commitment Period" shall mean the period from and including the
Closing Date to but not including the Maturity Date.

         "Commitment Transfer Supplement" shall mean a Commitment Transfer
Supplement, substantially in the form of Schedule 9.6(c).

         "Commonly Controlled Entity" shall mean an entity, whether or not
incorporated, which is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group which includes the Borrower and
which is treated as a single employer under Section 414 of the Code.

         "Consolidated EBITDA" shall mean, for any period, the sum of (i)
Consolidated Net Income for such period, plus (ii) an amount which, in the


<PAGE>

determination of Consolidated Net Income for such period, has been deducted for
(A) Consolidated Interest Expense, (B) total federal, state, local and foreign
income taxes and (C) depreciation, amortization expense and other non-cash
charges, minus (iii) extraordinary gains of the Parent Guarantor and its
Subsidiaries for such period. Except as otherwise provided herein, the
applicable period shall be for the four consecutive quarters ending as of the
date of computation.

         "Consolidated EBITDAR" shall mean, for any period, the sum of (a)
Consolidated EBITDA for such period plus (b) Consolidated Rental Expense for
such period.

         "Consolidated Fixed Charges" shall mean, for any period, the sum of (i)
Consolidated Interest Expense for such period plus (ii) Consolidated Rental
Expense for such period of the Parent Guarantor and its Subsidiaries on a
consolidated basis determined in accordance with GAAP, applied on a consistent
basis. The applicable period shall be for the four consecutive quarters ending
as of the date of computation.

         "Consolidated Interest Expense" shall mean, for any period, all
interest expense of the Parent Guarantor and its Subsidiaries, including the
interest component under Capital Leases, as determined in accordance with GAAP.
Except as otherwise provided herein, the applicable period shall be for the four
consecutive quarters ending as of the date of computation.

         "Consolidated Net Income" shall mean, for any period, net income
(excluding extraordinary items) after taxes for such period of the Parent
Guarantor and its Subsidiaries on a consolidated basis, as determined in
accordance with GAAP. Except as otherwise provided herein, the applicable period
shall be for the four consecutive quarters ending as of the date of computation.

         "Consolidated Net Worth" shall mean total shareholders' equity (or its
equivalent) of the Parent Guarantor and its Subsidiaries on a consolidated
basis, determined in accordance with GAAP applied on a consistent basis.

         "Consolidated Rental Expense" shall mean, for any applicable period of
computation, the sum of all real property rental expense of the Parent Guarantor
and its Subsidiaries on a consolidated basis for such period, determined in
accordance with GAAP.

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

         "Credit Documents" shall mean this Agreement, each of the Notes, any
Joinder Agreement, the Letters of Credit and the LOC Documents.

         "Credit Party" shall mean any of the Borrower or the Guarantors.

         "Credit Party Obligations" shall mean, without duplication, (i) all of
the obligations of the Credit Parties to the Lenders (including the Issuing
Lenders) and the Administrative Agent, whenever arising, under this Agreement,


<PAGE>

the Notes or any of the other Credit Documents (including, but not limited to,
any interest accruing after the occurrence of a filing of a petition of
bankruptcy under the Bankruptcy Code with respect to any Credit Party,
regardless of whether such interest is an allowed claim under the Bankruptcy
Code) and (ii) all liabilities and obligations, whenever arising, owing from any
Credit Party to any Lender, or any Affiliate of a Lender, arising under any
Hedging Agreement.

         "Debt" shall mean, with respect to any Person, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, or upon
which interest payments are customarily made, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to assets
purchased by such Person (other than customary reservations or retentions of
title under agreements with suppliers entered into in the ordinary course of
business), (d) all obligations of such Person issued or assumed as the deferred
purchase price of assets or services purchased by such Person (other than trade
debt incurred in the ordinary course of business and due within six months of
the incurrence thereof) which would appear as liabilities on a balance sheet of
such Person, (e) the principal portion of all obligations of such Person under
Capital Leases, (f) the maximum amount of all standby letters of credit issued
or bankers' acceptances facilities created for the account of such Person and,
without duplication, all drafts drawn thereunder (to the extent unreimbursed),
(g) all preferred Capital Stock issued by such Person and which by the terms
thereof could be (at the request of the holders thereof or otherwise) subject to
mandatory sinking fund payments, redemption or other acceleration, (h) the
principal balance outstanding under any synthetic lease, tax retention operating
lease, accounts receivable securitization program, off-balance sheet loan or
similar off-balance sheet financing product, including, without limitation, the
ELLF Facility, (i) all Debt of others of the type referred to in clauses (a)
through (h) above secured by (or for which the holder of such Debt has an
existing right, contingent or otherwise, to be secured by) any Lien on, or
payable out of the proceeds of production from, property owned or acquired by
such Person, whether or not the obligations secured thereby have been assumed,
(j) all Guaranty Obligations of such Person with respect to Debt of the type
referred to in clauses (a) through (h) above of another Person and (k) Debt of
the type referred to in clauses (a) through (h) above of any partnership or
unincorporated joint venture in which such Person is legally obligated or has a
reasonable expectation of being liable with respect thereto.

         "Default" shall mean any of the events specified in Section 7.1,
whether or not any requirement for the giving of notice or the lapse of time, or
both, or any other condition, has been satisfied.

         "Defaulting Lender" shall mean, at any time, any Lender that, at such
time (a) has failed to make a Loan required pursuant to the terms of this Credit
Agreement, including the funding of a Participation Interest in accordance with
the terms hereof, (b) has failed to pay to the Administrative Agent or any other
Lender an amount owed by such Lender pursuant to the terms of this Credit
Agreement, or (c) has been deemed insolvent by its principal regulator or has
become subject to a bankruptcy or insolvency proceeding or to a receiver,
trustee or similar official.

         "Dollars" and "$" shall mean dollars in lawful currency of the United
States of America.
<PAGE>

         "Domestic Lending Office" shall mean, initially, the office of each
Lender designated as such Lender's Domestic Lending Office shown on Schedule
9.2; and thereafter, such other office of such Lender as such Lender may from
time to time specify to the Administrative Agent and the Borrower as the office
of such Lender at which Alternate Base Rate Loans and Index Rate Loans of such
Lender are to be made.

         "Domestic Subsidiary" shall mean any Subsidiary that is organized and
existing under the laws of the United States or any state or commonwealth
thereof or under the laws of the District of Columbia.

         "ELLF Facility" shall mean that $165,000,000 synthetic lease facility
evidenced by the ELLF Facility Documents.

         "ELLF Facility Documents" shall mean (i) that certain Participation
Agreement dated as of the date hereof among the various guarantors party
thereto, First Security Bank, National Association, as the Owner Trustee under
the DTSD Realty Trust 1999-1, the various banks and other lending institutions
party thereto from time to time as holders of certificates issued with respect
to the DTSD Realty Trust 1999-1, the various banks and other lending
institutions party thereto from time to time as lenders, and First Union
National Bank, as agent, and (ii) each of the other "Operative Agreements" as
such term in defined in Appendix A to the ELLF Participation Agreement, in each
case as such documents may from time to time be amended, modified or otherwise
supplemented in accordance with the terms hereof and thereof.

         "Environmental Claim" shall mean, with respect to any Person, any
written or oral notice, claim, demand or other communication (collectively, a
"claim") by any other Person alleging or asserting such Person's liability for
investigatory costs, cleanup costs, governmental response costs, damages to
natural resources or other Property, personal injuries, fines or penalties
arising out of, based on or resulting from (a) the presence, or release into the
environment, of any Hazardous Material at any location, whether or not owned by
such Person, or (b) circumstances forming the basis of any violation, or alleged
violation, of any Environmental Law. The term "Environmental Claim" shall
include, without limitation, any claim by any Governmental Authority for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and any claim by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from the presence of Hazardous Materials or arising
from alleged injury or threat of injury to health, safety or the environment.

         "Environmental Laws" shall mean any and all applicable foreign,
Federal, state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority or other
Requirement of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the
environment, as now or may at any time be in effect during the term of this
Agreement.

         "Equity Issuance" shall mean any issuance by the Parent Guarantor or
any of its Subsidiaries to any Person which is not a Credit Party of (a) shares


<PAGE>

of its Capital Stock, (b) any shares of its Capital Stock pursuant to the
exercise of options or warrants or (c) any shares of its Capital Stock pursuant
to the conversion of any debt securities to equity.

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

         "ERISA Affiliate" shall mean any corporation or trade or business that
is a member of any group of organizations (i) described in Section 414(b) or (c)
of the Code of which any Credit Party or any of its Subsidiaries is a member,
(ii) solely for purposes of potential liability under Section 302(c)(11) of
ERISA and Section 4l2(c)(l1) of the Code and the lien created under Section
302(f) of ERISA and Section 412(n) of the Code, described in Section 414(m) or
(o) of the Code of which any Credit Party or any of its Subsidiaries is a member
and (iii) which are under common control with any Credit Party or any of its
Subsidiaries within the meaning of Section 4001(a)(14) of ERISA.

         "Eurodollar Reserve Percentage" shall mean for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) which is in effect for such day as prescribed by the Federal
Reserve Board (or any successor) for determining the maximum reserve requirement
(including without limitation any basic, supplemental or emergency reserves) in
respect of Eurocurrency liabilities, as defined in Regulation D of such Board as
in effect from time to time, or any similar category of liabilities for a member
bank of the Federal Reserve System in New York City.

         "Event of Default" shall mean any of the events specified in Section
7.1; provided, however, that any requirement for the giving of notice or the
lapse of time, or both, or any other condition, has been satisfied.

         "Excluded Disposition" shall mean the sale, transfer, or other
disposition of (a) any motor vehicles or other equipment no longer used or
useful in the business of the Parent Guarantor or any of its Subsidiaries, (b)
any inventory in the ordinary course of business and on ordinary business terms,
(c) Permitted Investments described in clause (a) of the definition thereof and
(d) "margin stock" within the meaning of Regulation U.

         "Extension of Credit" shall mean, as to any Lender, the making of a
Loan by such Lender or the issuance of, or participation in, a Letter of Credit
by such Lender.

         "Facility Fee" shall have the meaning set forth in Section 2.3(a).

         "Federal Funds Effective Rate" shall have the meaning set forth in the
definition of "Alternate Base Rate".

         "Fee Letter" shall mean the letter agreement dated January 16, 2001
addressed to the Parent Guarantor from the Administrative Agent, as amended,
modified or otherwise supplemented.

         "First Union" shall mean First Union National Bank, a national banking
association.
<PAGE>

         "Fixed Charge Coverage Ratio" means, with respect to the Parent
Guarantor and its Subsidiaries on a consolidated basis for the twelve month
period ending on the last day of any fiscal quarter of the Parent Guarantor, the
ratio of (i) Consolidated EBITDAR to (ii) Consolidated Fixed Charges.

         "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic
Subsidiary.

         "Fronting Fee" shall have the meaning set forth in Section 2.3(b).

         "GAAP" shall mean generally accepted accounting principles in effect in
the United States of America applied on a consistent basis, subject, however, in
the case of determination of compliance with the financial covenants set out in
Section 5.9 to the provisions of Section 1.3.

         "Government Acts" shall have the meaning set forth in Section 2.17.

         "Governmental Authority" shall mean any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Guarantor" shall mean any of the Parent Guarantor, the Domestic
Subsidiaries identified as a "Guarantor" on the signature pages hereto and the
Additional Credit Parties which execute a Joinder Agreement, together with their
successors and permitted assigns.

         "Guaranty" shall mean the guaranty of the Guarantors set forth in
Article X.

         "Guaranty Obligations" means, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (i) to purchase any such Indebtedness or
any property constituting security therefor, (ii) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet condition of such
other Person (including without limitation keep well agreements, maintenance
agreements, comfort letters or similar agreements or arrangements) for the
benefit of any holder of Indebtedness of such other Person, (iii) to lease or
purchase assets, securities or services primarily for the purpose of assuring
the holder of such Indebtedness, or (iv) to otherwise assure or hold harmless
the holder of such Indebtedness against loss in respect thereof. The amount of
any Guaranty Obligation hereunder shall (subject to any limitations set forth
therein) be deemed to be an amount equal to the outstanding principal amount (or
maximum principal amount, if larger) of the Indebtedness in respect of which
such Guaranty Obligation is made.

         "Hazardous Material" shall mean, collectively, (a) any petroleum or
petroleum products, flammable materials, explosives, radioactive materials,
asbestos, urea formaldehyde foam insulation, and transformers or other equipment
that contain polychlorinated biphenyls ("PCB's"), (b) any chemicals or other

<PAGE>

materials or substances that are now or hereafter become defined as or included
in the definition of "hazardous substances", "hazardous wastes", "hazardous
materials", "extremely hazardous wastes", "restricted hazardous wastes", "toxic
substances", "toxic pollutants", "contaminants", "pollutants" or words of
similar import under any Environmental Law and (c) any other chemical or other
material or substance, exposure to which is now or hereafter prohibited, limited
or regulated under any Environmental Law.

         "Hedging Agreements" shall mean, with respect to any Person, any
agreement entered into to protect such Person against fluctuations in interest
rates, or currency or raw materials values, including, without limitation, any
interest rate swap, cap or collar agreement or similar arrangement between such
Person and one or more counterparties, any foreign currency exchange agreement,
currency protection agreements, commodity purchase or option agreements or other
interest or exchange rate hedging agreements.

         "Increased Commitment Date" has the meaning set forth in Section 2.4.

         "Indebtedness" shall mean, with respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to assets purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered into
in the ordinary course of business), (d) all obligations of such Person issued
or assumed as the deferred purchase price of assets or services purchased by
such Person (other than trade debt incurred in the ordinary course of business
and due within six months of the incurrence thereof) which would appear as
liabilities on a balance sheet of such Person, (e) all obligations of such
Person under take-or-pay or similar arrangements, (f) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on, or payable out of the
proceeds of production from, assets owned or acquired by such Person, whether or
not the obligations secured thereby have been assumed, (g) all Guaranty
Obligations of such Person with respect to Indebtedness of another Person, (h)
the principal portion of all obligations of such Person under Capital Leases,
(i) all obligations of such Person under Hedging Agreements, (j) the maximum
amount of all standby letters of credit issued or bankers' acceptances
facilities created for the account of such Person and, without duplication, all
drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Capital
Stock issued by such Person and which by the terms thereof could be (at the
request of the holders thereof or otherwise) subject to mandatory sinking fund
payments, redemption or other acceleration, (l) the principal balance
outstanding under any synthetic lease, tax retention operating lease, accounts
receivable securitization program, off-balance sheet loan or similar off-balance
sheet financing product, and (m) the Indebtedness of any partnership or
unincorporated joint venture in which such Person is a general partner or a
joint venturer.

         "Index Rate" shall mean, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) equal to the London interbank
offered rate for one (1) month Dollar deposits as reported on Dow Jones Telerate
page 3750 (or any successor page) at approximately 11:00 a.m. (London time), on
such day, or if such day is not a Business Day, then the immediately preceding
Business Day (or if not so reported, then as determined by the Administrative
Agent from another recognized source or interbank quotation).
<PAGE>

         "Index Rate Loan" shall mean Loans the rate of interest applicable to
which is based on the Index Rate.

         "Insolvency" shall mean, with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of such term as used in
Section 4245 of ERISA.

         "Insolvent" shall mean being in a condition of Insolvency.

         "Intellectual Property" has the meaning set forth in Section 3.16.

         "Interest Payment Date" shall mean (a) as to any Alternate Base Rate
Loan or any Index Rate Loan, the last day of each March, June, September and
December and on the applicable Maturity Date, (b) as to any LIBOR Rate Loan
having an Interest Period of three months or less, the last day of such Interest
Period, and (c) as to any LIBOR Rate Loan having an Interest Period longer than
three months, the day which is three months after the first day of such Interest
Period and the last day of such Interest Period.

         "Interest Period" shall mean, with respect to any LIBOR Rate Loan,
          ---------------

                  (i) ______ initially, the period commencing on the Borrowing
        Date or conversion date, as the case may be, with respect to such LIBOR
        Rate Loan and ending (a) fourteen days or (b) one, two, three or six
        months thereafter, as selected by the Borrower in the Notice of
        Borrowing or Notice of Conversion given with respect thereto; and

                  (ii) _____ thereafter, each period commencing on the last day
        of the immediately preceding Interest Period applicable to such LIBOR
        Rate Loan and ending (a) fourteen days or (b) 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 are subject to the following:

                           (A) ______ if any Interest Period pertaining to a
                  LIBOR Rate Loan 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;

                           (B) ______ any Interest Period (other than a 14-day
                  Interest Period) pertaining to a LIBOR Rate Loan 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 the relevant calendar month;
<PAGE>

                           (C) ______ if the Borrower shall fail to give notice
                  as provided above, the Borrower shall be deemed to have
                  selected an Alternate Base Rate Loan to replace the affected
                  LIBOR Rate Loan;

                           (D) no Interest Period shall extend beyond the
                  Maturity Date; and

                           (E) ______ no more than six (6) LIBOR Rate Loans may
                  be in effect at any time. For purposes hereof, LIBOR Rate
                  Loans with different Interest Periods shall be considered as
                  separate LIBOR Rate Loans, even if they shall begin on the
                  same date and have the same duration, although borrowings, ___
                  extensions and conversions may, in accordance with the
                  provisions hereof, be combined at the end of existing Interest
                  Periods to constitute a new LIBOR Rate Loan with a single
                  Interest Period.

         "Issuing Lender" shall mean (i) First Union or (ii) such other Lender
reasonably acceptable to the Administrative Agent selected by the Borrower from
time to time to issue a Letter of Credit.

         "Issuing Lender Fees" shall have the meaning set forth in Section
2.3(c).

         "Joinder Agreement" shall mean a Joinder Agreement substantially in the
form of Schedule 5.10, executed and delivered by an Additional Credit Party in
accordance with the provisions of Section 5.10.

         "Lender" shall have the meaning set forth in the first paragraph of
this Agreement.

         "Letters of Credit" shall mean any letter of credit issued by an
Issuing Lender pursuant to the terms hereof, as such Letters of Credit may be
amended, modified, extended, renewed or replaced from time to time.

         "Leverage Ratio" shall mean, with respect to the Parent Guarantor and
its Subsidiaries on a consolidated basis for the twelve month period ending on
the last day of any fiscal quarter, the ratio of (a) Total Debt calculated on
the last day of such period to (b) Consolidated EBITDA for such period.

         "LIBOR" shall mean, for any LIBOR Rate Loan for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Dow Jones Telerate Page 3750 (or any successor page)
as the London interbank offered rate for deposits in Dollars at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period. If for any reason
such rate is not available, the term "LIBOR" shall mean, for any LIBOR Rate Loan
for any Interest Period therefor, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as
the London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period; provided, however, if more

<PAGE>

than one rate is specified on Reuters Screen LIBO Page, the applicable rate
shall be the arithmetic mean of all such rates (rounded upwards, if necessary,
to the nearest 1/100 of 1%). If, for any reason, neither of such rates is
available, then "LIBOR" shall mean the rate per annum at which, as determined by
the Administrative Agent, Dollars in an amount comparable to such LIBOR Rate
Loan are being offered to leading banks at approximately 11:00 A.M. London time,
two (2) Business Days prior to the commencement of the applicable Interest
Period for settlement in immediately available funds by leading banks in the
London interbank market for a period equal to the Interest Period selected.
Notwithstanding the foregoing, for any LIBOR Rate Loan having an Interest Period
of fourteen days, LIBOR shall be determined for such Loan as if such Loan had an
Interest Period of one-month.

         "LIBOR Lending Office" shall mean, initially, the office of each Lender
designated as such Lender's LIBOR Lending Office shown on Schedule 9.2; and
thereafter, such other office of such Lender as such Lender may from time to
time specify to the Administrative Agent and the Borrower as the office of such
Lender at which the LIBOR Rate Loans of such Lender are to be made.

         "LIBOR Rate" shall mean a rate per annum (rounded upwards, if
necessary, to the next higher 1/100th of 1%) determined by the Administrative
Agent pursuant to the following formula:

                  LIBOR Rate =                       LIBOR
                                    -----------------------------------
                                    1.00 - Eurodollar Reserve Percentage

         "LIBOR Rate Loan" shall mean Loans the rate of interest applicable to
which is based on the LIBOR Rate.

         "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement and any
Capital Lease having substantially the same economic effect as any of the
foregoing).

         "Loan" shall mean a Revolving Loan, or a portion of any Revolving Loan,
as applicable.

         "LOC Commitment" shall mean the commitment of the Issuing Lender(s) to
issue Letters of Credit and with respect to each Lender, the commitment of such
Lender to purchase participation interests in the Letters of Credit up to such
Lender's LOC Committed Amount as specified in Schedule 2.1(a), as such amount
may be reduced from time to time in accordance with the provisions hereof.

         "LOC Commitment Percentage" shall mean, for each Lender, the percentage
identified as its LOC Commitment Percentage on Schedule 2.1(a), as such
percentage may be modified in connection with any assignment made in accordance
with the provisions of Section 9.6(c).
<PAGE>

         "LOC Committed Amount" shall mean, collectively, the aggregate amount
of all of the LOC Commitments of the Lenders to issue and participate in Letters
of Credit as referenced in Section 2.2 and, individually, the amount of each
Lender's LOC Commitment as specified in Schedule 2.1(a).

         "LOC Documents" shall mean, with respect to any Letter of Credit, such
Letter of Credit, any amendments thereto, any documents delivered in connection
therewith, any application therefor, and any agreements, instruments, guarantees
or other documents (whether general in application or applicable only to such
Letter of Credit) governing or providing for (i) the rights and obligations of
the parties concerned or (ii) any collateral security for such obligations.

         "LOC Obligations" shall mean, at any time, the sum of (i) the maximum
amount which is, or at any time thereafter may become, available to be drawn
under Letters of Credit then outstanding, assuming compliance with all
requirements for drawings referred to in such Letters of Credit plus (ii) the
aggregate amount of all drawings under Letters of Credit honored by the Issuing
Lender(s) but not theretofore reimbursed.

         "Mandatory Borrowing" shall have the meaning set forth in Section
2.2(e).

         "Material Adverse Effect" shall mean a material adverse effect on (a)
the business, condition (financial or otherwise), assets, liabilities or
operations of the Parent Guarantor and its Subsidiaries taken as a whole, which
has caused or could reasonably be expected to cause the Consolidated Net Worth
of the Parent Guarantor and its Subsidiaries to decrease by ten percent (10%) or
more from the then current Consolidated Net Worth of the Parent Guarantor and
its Subsidiaries, (b) the ability of the Borrower or any Guarantor to perform
its obligations, when such obligations are required to be performed, under this
Agreement, any of the Notes or any other Credit Document or (c) the validity or
enforceability of this Agreement, any of the Notes or any of the other Credit
Documents or the rights or remedies of the Administrative Agent or the Lenders
hereunder or thereunder.

         "Material Contract" shall mean any contract or other arrangement,
whether written or oral, to which the Parent Guarantor or any of its
Subsidiaries is a party as to which the breach, nonperformance, cancellation or
failure to renew by any party thereto could reasonably be expected to have a
Material Adverse Effect.

         "Maturity Date" shall mean the date which is 364 days from the Closing
Date.

         "Moody's" shall mean Moody's Investors Service, Inc.

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

         "Note" or "Notes" shall mean the Revolving Notes, collectively,
separately or individually, as appropriate.
<PAGE>

         "Note Purchase Agreement" shall mean the Note Agreement dated as of
April 10, 1997 entered into by the Parent Guarantor and the Borrower in
connection with the issuance of $30,000,000 7.29% Senior Guaranteed Notes, Due
April 30, 2004, as such agreement may from time to time be amended, modified or
otherwise supplemented in accordance with the terms hereof and thereof.

         "Notice of Borrowing" shall mean the written notice of borrowing as
referenced and defined in Section 2.1(b)(i).

         "Notice of Conversion" shall mean the written notice of extension or
conversion as referenced and defined in Section 2.8.

         "Obligations" shall mean, collectively, Loans and LOC Obligations.

         "Parent Guarantor" shall have the meaning set forth in the first
paragraph of this Agreement.

         "Participant" shall have the meaning set forth in Section 9.6(b).

         "Participation Interest" shall mean the purchase by a Lender of a
participation interest in Letters of Credit as provided in Section 2.2.

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

         "Permitted Acquisition" shall mean an acquisition by any Credit Party
which (i) is an acquisition of a Person or assets of a Person in the same or a
similar line of business which has pro forma EBITDA before the acquisition in an
amount greater than $0 for the immediately preceding twelve month period, (ii)
is approved by the Board of Directors or the requisite shareholders of the
Person being acquired or Person transferring the assets being acquired, (iii) if
an acquisition of Capital Stock of a Person, all issued and outstanding Capital
Stock of such Person is acquired, and (iv) after giving effect to such
acquisition on a Pro Forma Basis, the Credit Parties are in compliance with each
of the financial covenants set forth in Section 5.9.

         "Permitted Investments" shall mean:

                  (a)      cash or Cash Equivalents;

                  (b)      investments outstanding as of the Closing Date and
         identified in Schedule 1.1(b);


                  (c) investments of any Subsidiary of the Parent  Guarantor in
         any Credit  Party or  investments  of any Credit Party in any other
         Credit Party;

                  (d)      Permitted Acquisitions;
<PAGE>

                  (e)      operating deposit accounts with depository
         institutions;

                  (f)      Hedging Agreements;

                  (g)      investments permitted under Section 6.4(b) hereof;

                  (h)      investments by the Parent  Guarantor and its
         Subsidiaries in the Capital Stock of their Subsidiaries to the extent
         outstanding as of the Closing Date;

                  (i)      loans and  advances  to  employees  in the  ordinary
         course of business  not  exceeding $1,000,000 in the aggregate;

                  (j)      deposits to secure bids, tenders, utilities,
         vendors, leases, licenses, statutory obligations, surety and appeal
         bonds and other deposits of like nature arising in the ordinary course
         of business not exceeding $1,000,000 in the aggregate; and

                  (k)      additional  investments  up to but not exceeding
         $25,000,000  in the  aggregate  during each fiscal year.

         As used herein, "investment" means all investments, in cash or by
delivery of assets made, directly or indirectly in, to or from any Person,
whether by acquisition of shares of Capital Stock, property, assets,
indebtedness or other obligations or securities or by loan advance, capital
contribution or otherwise.

         "Permitted Liens" shall mean:

                  (a)      Liens created by or otherwise  existing,  under or in
         connection  with this Agreement or the other Credit Documents in favor
         of the Lenders;

                  (b)      Liens in existence on the Closing Date and listed on
         Schedule 1.1(c);

                  (c)      Liens imposed by any Governmental Authority for
         taxes, assessments or charges not yet delinquent or that are being
         contested in good faith and by appropriate proceedings if, unless the
         amount thereof is not material with respect to it or its financial
         condition, adequate reserves with respect thereto are maintained on the
         books of the Parent Guarantor or the affected Subsidiaries, as the case
         may be, in accordance with GAAP;

                  (d)      carriers', warehousemen's, mechanics',
         materialmen's, landlord's, repairmen's or other like Liens arising in
         the ordinary course of business that are not overdue for a period of
         more than 30 days or that are being contested in good faith and by
         appropriate proceedings;

                  (e)      Liens  securing  judgments  but only to the  extent
         for an amount  and for a period not resulting in an Event of Default
         under Section 7.1(f) hereof;
<PAGE>

                  (f)      pledges or  deposits  under  worker's  compensation,
         unemployment  insurance  and other social security legislation;

                  (g)      deposits or pledges to secure the performance of
         bids, trade contracts (other than for Indebtedness), leases, licenses,
         statutory obligations, surety and appeal bonds, performance bonds and
         other obligations of a like nature incurred in the ordinary course of
         business;

                  (h)      easements, rights-of-way, restrictions and other
         similar encumbrances incurred in the ordinary course of business and
         encumbrances consisting of zoning restrictions, easements, licenses,
         restrictions on the use of Property or minor imperfections in title
         thereto that, in the aggregate, are not material in amount, and that do
         not in any case materially detract from the value of the Property
         subject thereto or interfere with the ordinary conduct of the business
         of the Parent Guarantor or any of its Subsidiaries;

                  (i)      Liens upon assets of the Parent Guarantor or any of
         its Subsidiaries acquired after the Closing Date securing Indebtedness
         permitted by Section 6.1(c) hereof; provided that (A) no such Lien
         shall extend to or cover any assets of the Parent Guarantor or such
         Subsidiary other than the assets so acquired, (B) the principal amount
         of Indebtedness secured by any such Lien shall at no time exceed the
         fair market value (as determined in good faith by a Responsible Officer
         of the Parent Guarantor) of such assets at the time they were acquired,
         and (C) any such Lien shall attach within 60 days of the date such
         assets were acquired;

                  (j)      Liens upon real Property heretofore leased or
         leased after the date hereof (under operating or Capital Leases) in the
         ordinary course of business by the Parent Guarantor or any of its
         Subsidiaries in favor of the lessor created at the inception of the
         lease transaction, securing obligations of the Parent Guarantor or any
         of its Subsidiaries under or in respect of such lease and extending to
         or covering only the Property subject to such lease and improvements
         thereon;

                  (k)      protective  Uniform  Commercial  Code filings with
         respect to personal  Property  leased by, or consigned to, any of the
         Parent Guarantor or its Subsidiaries;

                  (l)      Liens created pursuant to the ELLF Facility
         Documents; and

                  (m)      Liens (excluding  blanket Liens on accounts,
         inventory,  equipment or general intangibles) securing
         Indebtedness permitted to be incurred pursuant to Section 6.1(e).

         "Person" shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.
<PAGE>

         "Plan" shall mean, at any particular time, any employee benefit plan
which is covered by Title IV of ERISA and in respect of which the Borrower or a
Commonly Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.

         "Pricing Grid Leverage Ratio" shall mean, with respect to the Parent
Guarantor and its Subsidiaries on a consolidated basis for the twelve month
period ending on the last day of any fiscal quarter, the ratio of (a) Total Debt
less the maximum amount of all standby letters of credit issued for the account
of the Borrower or any of the other Credit Parties, calculated on the last day
of such period to (b) Consolidated EBITDA for such period.

         "Prime Rate" shall have the meaning set forth in the definition of
Alternate Base Rate.

         "Pro Forma Basis" shall mean, with respect to any Permitted
Acquisition, asset sale, incurrence of indebtedness or sale-leaseback
transaction permitted hereunder or dividend made pursuant to Section 6.10(e),
that such Permitted Acquisition, asset sale, incurrence of indebtedness,
sale-leaseback transaction or dividend shall be deemed to have occurred or been
made, as applicable, as of the first day of the four fiscal-quarter period
ending as of the most recent fiscal quarter end preceding the date such
Permitted Acquisition, asset sale, incurrence of indebtedness or sale-leaseback
transaction occurred or such dividend was made.

         "Property" shall mean any tangible property or assets, whether real or
personal.

         "Purchasing Lenders" shall have the meaning set forth in Section
9.6(c).

         "Real Properties" shall have the meaning set forth in Section 3.10(a).

         "Recovery Event" shall mean the receipt by the Parent Guarantor or any
of its Subsidiaries of any cash insurance proceeds or condemnation award payable
by reason of theft, loss, physical destruction or damage, taking or similar
event with respect to any of their respective property or assets.

         "Register" shall have the meaning set forth in Section 9.6(d).

         "Reorganization" shall mean, with respect to any Multiemployer Plan,
the condition that such Plan is in reorganization within the meaning of such
term as used in Section 4241 of ERISA.

         "Reportable Event" shall mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty-day notice
period is waived under PBGC Reg. ss.4043.

         "Required Lenders" shall mean Lenders holding in the aggregate more
than 66 2/3rds % of all Revolving Loans and LOC Obligations then outstanding at
such time plus the aggregate unused Revolving Commitments at such time (treating
for purposes hereof in the case of LOC Obligations, in the case of any Issuing

<PAGE>

Lender, only the portion of the LOC Obligations of such Issuing Lender which is
not subject to the Participation Interests of the other Lenders and, in the case
of the Lenders other than such Issuing Lender, the Participation Interests of
such Lenders in LOC Obligations hereunder as direct Obligations of such
Lenders); provided, however, that if any Lender shall be a Defaulting Lender at
such time, then there shall be excluded from the determination of Required
Lenders, Obligations (including Participation Interests) owing to such
Defaulting Lender and such Defaulting Lender's Commitments, or after termination
of the Commitments, the principal balance of the Obligations owing to such
Defaulting Lender.

         "Requirement of Law" shall mean, as to any Person, the Certificate of
Incorporation and By-laws or other organizational or governing documents of such
Person, and each law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

         "Responsible Officer" of any Person shall mean the President, the Chief
Executive Officer, the Chief Financial Officer or the Vice President/Treasurer
of such Person.

         "Restricted Payment" shall mean (a) any dividend or other distribution,
direct or indirect, on account of any shares of any class of Capital Stock of
the Parent Guarantor or any of its Subsidiaries, now or hereafter outstanding,
(b) any redemption, retirement, sinking fund or similar payment, purchase or
other acquisition for value, direct or indirect, of any shares of any class of
Capital Stock of the Parent Guarantor or any of its Subsidiaries, now or
hereafter outstanding, or (c) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire
shares of any class of Capital Stock of the Parent Guarantor or any of its
Subsidiaries, now or hereafter outstanding.

         "Revolving Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Revolving Loans in an aggregate principal
amount at any time outstanding up to such Lender's Revolving Commitment
Percentage of the Revolving Committed Amount as specified in Schedule 2.1(a), as
such amount may be increased or reduced from time to time in accordance with the
provisions hereof or in connection with any assignment made in accordance with
the provisions of Section 9.6(c).

         "Revolving Commitment Percentage" shall mean, for each Lender, the
percentage identified as its Revolving Commitment Percentage on Schedule 2.1(a),
as such percentage may be increased or reduced pursuant to Section 2.4(c) or in
connection with any assignment made in accordance with the provisions of Section
9.6(c).

         "Revolving Committed Amount" shall mean, with respect to the Lenders
collectively, the aggregate amount of all Revolving Commitments as defined in
Section 2.1(a), as such amount may be increased or reduced from time to time in
accordance with the provisions hereof, and, with respect to each Lender, the
amount of such Lender's Revolving Commitment as specified on Schedule 2.1(a), as
such amount may be increased or reduced from time to time in accordance with the
provisions hereof or in connection with any assignment made in accordance with
the provisions of Section 9.6(c).
<PAGE>

         "Revolving Loan" shall have the meaning set forth in Section 2.1.

         "Revolving Note" or "Revolving Notes" shall mean the promissory notes
of the Borrower in favor of each of the Lenders evidencing the Revolving Loans
provided pursuant to Section 2.1(d), individually or collectively, as
appropriate, as such promissory notes may be amended, modified, supplemented,
extended, renewed or replaced from time to time.

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

         "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

         "Single Employer Plan" shall mean any Plan which is not a Multiemployer
Plan.

         "Standby Letter of Credit Fee" shall have the meaning set forth in
Section 2.3(b).

         "Subsidiary" shall mean, as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Parent Guarantor and shall include the
Borrower and the Subsidiary Guarantors.

         "Subsidiary Guarantors" shall have the meaning set forth in the first
paragraph of this Agreement.

         "Taxes" shall have the meaning set forth in Section 2.16.

         "Total Debt" shall mean, as of any date of calculation, all Debt of the
Parent Guarantor and its Subsidiaries, on a consolidated basis.

         "Trade Letter of Credit Fee" shall have the meaning set forth in
Section 2.3(b).

         "Tranche" shall mean the collective reference to LIBOR Rate Loans whose
Interest Periods begin and end on the same day. A Tranche may sometimes be
referred to as a "LIBOR Tranche".

         "Transfer Effective Date" shall have the meaning set forth in each
Commitment Transfer Supplement.

         "2.16 Certificate" shall have the meaning set forth in Section 2.16.
<PAGE>

         "Type" shall mean, as to any Loan, its nature as an Alternate Base Rate
Loan, LIBOR Rate Loan or Index Rate Loan, as the case may be.

         "Voting Stock" means, with respect to any Person, Capital Stock issued
by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such a contingency.

         Section 1.2       Other Definitional Provisions.

                  (a)        Unless otherwise specified therein, all terms
         defined in this Agreement shall have the defined meanings when used in
         the Notes or other Credit Documents or any certificate or other
         document made or delivered pursuant hereto.

                  (b)        The words "hereof", "herein" and "hereunder" and
         words of similar import when used in this Agreement shall refer to this
         Agreement as a whole and not to any particular provision of this
         Agreement, and Section, subsection, Schedule and Exhibit references are
         to this Agreement unless otherwise specified.

                  (c)        The meanings given to terms defined herein shall be
         equally applicable to both the singular and plural forms of such terms.

         Section 1.3       Accounting Terms.

         Unless otherwise specified herein, all accounting terms used herein
shall be interpreted, all accounting determinations hereunder shall be made, and
all financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP applied on a basis consistent with the most recent audited
consolidated financial statements of the Parent Guarantor delivered to the
Lenders.

         The Borrower shall deliver to the Administrative Agent and each Lender
at the same time as the delivery of any annual or quarterly financial statements
given in accordance with the provisions of Section 5.1, (i) a description in
reasonable detail of any material change in the application of accounting
principles employed in the preparation of such financial statements from those
applied in the most recently preceding quarterly or annual financial statements
as to which no objection shall have been made in accordance with the provisions
above and (ii) a reasonable estimate of the effect on the financial statements
on account of such changes in application.

<PAGE>

                                   ARTICLE II

                           THE LOANS; AMOUNT AND TERMS

         Section 2.1       Revolving Loans.

                  (a)       Revolving Commitment.  During the Commitment
         Period, subject to the terms and conditions hereof, each Lender
         severally agrees to make revolving credit loans ("Revolving Loans") to
         the Borrower from time to time for the purposes hereinafter set forth;
         provided, however, that (i) with regard to each Lender individually,
         the sum of such Lender's outstanding Revolving Loans plus such Lender's
         LOC Commitment Percentage of LOC Obligations shall not exceed such
         Lender's Revolving Commitment Percentage of the Revolving Committed
         Amount and (ii) with regard to the Lenders collectively, the sum of the
         aggregate amount of outstanding Revolving Loans plus LOC Obligations
         shall not exceed the Revolving Committed Amount. For purposes hereof,
         the aggregate amount available under this Section 2.1(a) shall be FIFTY
         Million DOLLARS ($50,000,000) (as such aggregate maximum amount may be
         increased or reduced from time to time as provided in Section 2.4, the
         "Revolving Committed Amount"). Revolving Loans may consist of Alternate
         Base Rate Loans, LIBOR Rate Loans or Index Rate Loans, or a combination
         thereof, as the Borrower may request, and may be repaid and reborrowed
         in accordance with the provisions hereof. LIBOR Rate Loans shall be
         made by each Lender at its LIBOR Lending Office and Alternate Base Rate
         Loans and Index Rate Loans at its Domestic Lending Office.

                  (b)      Revolving Loan Borrowings.

                           (i)       Notice of Borrowing. The Borrower shall
                  request a Revolving Loan borrowing by written notice (or
                  telephone notice promptly confirmed in writing which
                  confirmation may be by fax) to the Administrative Agent not
                  later than 11:00 A.M. (Charlotte, North Carolina time) on the
                  date of requested borrowing in the case of Alternate Base Rate
                  Loans and Index Rate Loans, and on the third Business Day
                  prior to the date of the requested borrowing in the case of
                  LIBOR Rate Loans. Each such request for borrowing shall be
                  irrevocable and shall specify (A) that a Revolving Loan is
                  requested, (B) the date of the requested borrowing (which
                  shall be a Business Day), (C) the aggregate principal amount
                  to be borrowed, (D) whether the borrowing shall be comprised
                  of Alternate Base Rate Loans, LIBOR Rate Loans or Index Rate
                  Loans or a combination thereof, and if LIBOR Rate Loans are
                  requested, the Interest Period(s) therefor. A form of Notice
                  of Borrowing (a "Notice of Borrowing") is attached as Schedule
                  2.1(b)(i). If the Borrower shall fail to specify in any such
                  Notice of Borrowing (I) an applicable Interest Period in the
                  case of a LIBOR Rate Loan, then such notice shall be deemed to
                  be a request for an Interest Period of one month, or (II) the
                  type of Revolving Loan requested, then such notice shall be
                  deemed to be a request for an Alternate Base Rate Loan
                  hereunder. The Administrative Agent shall give notice to each
                  Lender promptly upon receipt of each Notice of Borrowing, the

<PAGE>

                  contents thereof and each such Lender's share thereof. LIBOR
                  Rate Loans shall not be available hereunder until three (3)
                  Business Days after the Closing Date.

                           (ii)      Advances. Each Lender will make its
                  Revolving Commitment Percentage of each Revolving Loan
                  borrowing available to the Administrative Agent for the
                  account of the Borrower at the office of the Administrative
                  Agent specified in Schedule 9.2, or at such other office as
                  the Administrative Agent may designate in writing, by 1:00
                  P.M. (Charlotte, North Carolina time) on the date specified in
                  the applicable Notice of Borrowing in Dollars and in funds
                  immediately available to the Administrative Agent. Such
                  borrowing will then be made available to the Borrower by the
                  Administrative Agent by crediting the account of the Borrower
                  on the books of such office with the aggregate of the amounts
                  made available to the Administrative Agent by the Lenders and
                  in like funds as received by the Administrative Agent.

                  (c)      Repayment.  The  principal  amount of all  Revolving
         Loans  shall be due and payable in full on the Maturity Date.

                  (d)      Revolving Notes. Each Lender's  Revolving  Commitment
         Percentage of the Revolving Loans shall be  evidenced by a duly
         executed promissory note of the Borrower to such Lender in
         substantially the form of Schedule 2.1(d).

         Section 2.2       Letter of Credit Subfacility.

                  (a)        Issuance. In reliance upon the other Lenders'
         obligation to participate therein, and subject to the terms and
         conditions hereof and of the LOC Documents, if any, and any other terms
         and conditions which the applicable Issuing Lender may reasonably
         require, during the Commitment Period the applicable Issuing Lender
         shall issue, and the Lenders shall participate in, Letters of Credit
         for the account of the Borrower from time to time upon request in a
         form acceptable to the applicable Issuing Lender; provided, however,
         that (i) the aggregate amount of LOC Obligations shall not at any time
         exceed the lesser of (A) SEVENTY-FIVE MILLION DOLLARS ($75,000,000) and
         (B) the Revolving Committed Amount (the "LOC Committed Amount"), (ii)
         the sum of the aggregate amount of Revolving Loans plus LOC Obligations
         shall not at any time exceed the Revolving Committed Amount, (iii) all
         Letters of Credit shall be denominated in Dollars and (iv) Letters of
         Credit shall be issued for lawful corporate purposes and may be issued
         as standby letters of credit, including in connection with workers'
         compensation and other insurance programs, and trade letters of credit.
         Except as otherwise expressly agreed upon by the applicable Issuing
         Lender and the Administrative Agent, no Letter of Credit shall have an
         original expiry date beyond the Maturity Date; provided, however, so
         long as no Default or Event of Default has occurred and is continuing
         and subject to the other terms and conditions to the issuance of
         Letters of Credit hereunder, the expiry dates of Letters of Credit may
         be extended periodically from time to time on the request of the
         Borrower or by operation of the terms of the applicable Letter of
         Credit; provided, further, that no Letter of Credit, as originally

<PAGE>

         issued or as extended, shall have an expiry date extending beyond the
         Maturity Date unless the Borrower shall have established a cash
         collateral account in favor of the Agent for the benefit of the Lenders
         and deposited therein cash and Cash Equivalents in a sufficient amount
         to adequately secure the LOC Obligations which extend beyond the
         Maturity Date. Each Letter of Credit shall comply with the related LOC
         Documents. The issuance and expiry date of each Letter of Credit shall
         be a Business Day. Any Letters of Credit issued hereunder shall be in a
         minimum original face amount of $100,000.

                  (b)        Notice and Reports. The request for the issuance of
         a Letter of Credit shall be submitted to the applicable Issuing Lender
         at least five (5) Business Days prior to the requested date of
         issuance. Each Issuing Lender will promptly upon request provide to the
         Administrative Agent for dissemination to the Lenders a detailed report
         specifying the Letters of Credit issued by such Issuing Lender which
         are then issued and outstanding and any activity with respect thereto
         which may have occurred since the date of any prior report, and
         including therein, among other things, the account party, the
         beneficiary, the face amount, expiry date as well as any payments or
         expirations which may have occurred. Each Issuing Lender will further
         provide to the Administrative Agent promptly upon request copies of the
         Letters of Credit issued by such Issuing Lender. Each Issuing Lender
         will provide to the Administrative Agent promptly upon request a
         summary report of the nature and extent of LOC Obligations of such
         Issuing Lender then outstanding.

                  (c)        Participations. Each Lender upon issuance of a
         Letter of Credit shall be deemed to have purchased without recourse a
         risk participation from the applicable Issuing Lender in such Letter of
         Credit and the obligations arising thereunder and any collateral
         relating thereto, in each case in an amount equal to its LOC Commitment
         Percentage of the obligations under such Letter of Credit and shall
         absolutely, unconditionally and irrevocably assume, as primary obligor
         and not as surety, and be obligated to pay to the applicable Issuing
         Lender therefor and discharge when due, its LOC Commitment Percentage
         of the obligations arising under such Letter of Credit. Without
         limiting the scope and nature of each Lender's participation in any
         Letter of Credit, to the extent that an Issuing Lender has not been
         reimbursed as required hereunder or under any LOC Document, each such
         Lender shall pay to such Issuing Lender its LOC Commitment Percentage
         of such unreimbursed drawing in same day funds on the day of
         notification by such Issuing Lender of an unreimbursed drawing pursuant
         to the provisions of subsection (d) below if such notice is received at
         or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such
         payment shall be made at or before 12:00 Noon (Charlotte, North
         Carolina time) on the Business Day next succeeding the day such notice
         is received. The obligation of each Lender to so reimburse the
         applicable Issuing Lender shall be absolute and unconditional and shall
         not be affected by the occurrence of a Default, an Event of Default or
         any other occurrence or event. Any such reimbursement shall not relieve
         or otherwise impair the obligation of the Borrower to reimburse the
         applicable Issuing Lender under any Letter of Credit, together with
         interest as hereinafter provided.
<PAGE>

                  (d)        Reimbursement. In the event of any drawing under
         any Letter of Credit, the applicable Issuing Lender will promptly
         notify the Borrower and the Administrative Agent. The Borrower shall
         reimburse the applicable Issuing Lender on the day of drawing under any
         Letter of Credit (with the proceeds of a Revolving Loan obtained
         hereunder or otherwise) in same day funds as provided herein or in the
         LOC Documents. If the Borrower shall fail to reimburse the applicable
         Issuing Lender as provided herein, the unreimbursed amount of such
         drawing shall bear interest at a per annum rate equal to the Alternate
         Base Rate plus the Applicable Percentage. Unless the Borrower shall
         immediately notify the applicable Issuing Lender and the Administrative
         Agent of its intent to otherwise reimburse the applicable Issuing
         Lender, the Borrower shall be deemed to have requested a Revolving Loan
         in the amount of the drawing as provided in subsection (e) below, the
         proceeds of which will be used to satisfy the reimbursement
         obligations. The Borrower's reimbursement obligations hereunder shall
         be absolute and unconditional under all circumstances irrespective of
         any rights of set-off, counterclaim or defense to payment the Borrower
         may claim or have against the applicable Issuing Lender, the
         Administrative Agent, the Lenders, the beneficiary of the Letter of
         Credit drawn upon or any other Person, including without limitation any
         defense based on any failure of the Borrower to receive consideration
         or the legality, validity, regularity or unenforceability of the Letter
         of Credit. The applicable Issuing Lender will promptly notify the other
         Lenders of the amount of any unreimbursed drawing and each Lender shall
         promptly pay to the Administrative Agent for the account of the
         applicable Issuing Lender in Dollars and in immediately available
         funds, the amount of such Lender's LOC Commitment Percentage of such
         unreimbursed drawing. Such payment shall be made on the day such notice
         is received by such Lender from the applicable Issuing Lender if such
         notice is received at or before 2:00 P.M. (Charlotte, North Carolina
         time), otherwise such payment shall be made at or before 12:00 Noon
         (Charlotte, North Carolina time) on the Business Day next succeeding
         the day such notice is received. If such Lender does not pay such
         amount to the applicable Issuing Lender in full upon such request, such
         Lender shall, on demand, pay to the Administrative Agent for the
         account of the applicable Issuing Lender interest on the unpaid amount
         during the period from the date of such drawing until such Lender pays
         such amount to the applicable Issuing Lender in full at a rate per
         annum equal to, if paid within two (2) Business Days of the date of
         drawing, the Federal Funds Effective Rate and thereafter at a rate
         equal to the Alternate Base Rate. Each Lender's obligation to make such
         payment to the applicable Issuing Lender, and the right of the
         applicable Issuing Lender to receive the same, shall be absolute and
         unconditional, shall not be affected by any circumstance whatsoever and
         without regard to the termination of this Agreement or the Commitments
         hereunder, the existence of a Default or Event of Default or the
         acceleration of the Credit Party Obligations hereunder and shall be
         made without any offset, abatement, withholding or reduction
         whatsoever.

                  (e)         Repayment with Revolving  Loans. On any day on
         which the Borrower shall have requested, or been deemed to have
         requested a Revolving Loan to reimburse a drawing under a Letter of
         Credit, the Administrative Agent shall give notice to the Lenders that
         a Revolving Loan has been requested or deemed requested in connection
         with a drawing under a Letter of Credit, in which case a Revolving Loan
         borrowing comprised entirely of Alternate Base Rate Loans (each such
         borrowing, a "Mandatory Borrowing") shall be immediately made (without
         giving effect to any termination of the Commitments pursuant to Section

<PAGE>

         7.2) pro rata based on each Lender's respective Revolving Commitment
         Percentage (determined before giving effect to any termination of the
         Commitments pursuant to Section 7.2) and in the case of both clauses
         (i) and (ii) the proceeds thereof shall be paid directly to the
         applicable Issuing Lender for application to the respective LOC
         Obligations. Each Lender hereby irrevocably agrees to make such
         Revolving Loans immediately upon any such request or deemed request on
         account of each Mandatory Borrowing in the amount and in the manner
         specified in the preceding sentence and on the same such date
         notwithstanding (i) the amount of Mandatory Borrowing may not comply
         with the minimum amount for borrowings of Revolving Loans otherwise
         required hereunder, (ii) whether any conditions specified in Section
         4.2 are then satisfied, (iii) whether a Default or an Event of Default
         then exists, (iv) failure for any such request or deemed request for
         Revolving Loan to be made by the time otherwise required in Section
         2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction
         in the Revolving Committed Amount after any such Letter of Credit may
         have been drawn upon; provided, however, that in the event any such
         Mandatory Borrowing should be less than the minimum amount for
         borrowings of Revolving Loans otherwise provided in Section 2.1(b)(ii),
         the Borrower shall pay to the Administrative Agent for its own account
         an administrative fee of $500. In the event that any Mandatory
         Borrowing cannot for any reason be made on the date otherwise required
         above (including, without limitation, as a result of the commencement
         of a proceeding under the Bankruptcy Code with respect to the
         Borrower), then each such Lender hereby agrees that it shall forthwith
         fund (as of the date the Mandatory Borrowing would otherwise have
         occurred, but adjusted for any payments received from the Borrower on
         or after such date and prior to such purchase) its Participation
         Interests in the outstanding LOC Obligations; provided, further, that
         in the event any Lender shall fail to fund its Participation Interest
         on the day the Mandatory Borrowing would otherwise have occurred, then
         the amount of such Lender's unfunded Participation Interest therein
         shall bear interest payable to the applicable Issuing Lender upon
         demand, at the rate equal to, if paid within two (2) Business Days of
         such date, the Federal Funds Effective Rate, and thereafter at a rate
         equal to the Alternate Base Rate.

                  (f)        Designation of Subsidiaries as Account Parties.
         Notwithstanding anything to the contrary set forth in this Agreement,
         including without limitation Section 2.2(a), a Letter of Credit issued
         hereunder may contain a statement to the effect that such Letter of
         Credit is issued for the account of a Subsidiary, provided that
         notwithstanding such statement, the Borrower shall be the actual
         account party for all purposes of this Agreement for such Letter of
         Credit and such statement shall not affect the Borrower's reimbursement
         obligations hereunder with respect to such Letter of Credit.

                  (g)       Modification,  Extension.  The  issuance  of any
         supplement,  modification,  amendment, renewal,  or extension to any
         Letter of Credit shall, for purposes hereof,  be treated in all
         respects the same as the issuance of a new Letter of Credit hereunder.

                  (h)       Uniform Customs and Practices/International Standby
         Practices 1998. The applicable Issuing Lender shall have the Letters of
         Credit be subject to The Uniform Customs and Practice for Documentary
         Credits (the "UCP") or the International Standby Practices 1998 (the
         "ISP98"), in either case as published as of the date of issue by the

<PAGE>

         International Chamber of Commerce, in which case the UCP or ISP98, as
         applicable, may be incorporated therein and deemed in all respects to
         be a part thereof.

         Section 2.3       Fees.

                  (a)       Facility Fee. In consideration of the Revolving
         Commitments, the Borrower agrees to pay to the Administrative Agent for
         the ratable benefit of the Lenders a facility fee (the "Facility Fee")
         in an amount equal to the Applicable Percentage per annum on the
         Revolving Committed Amount, regardless of usage. The Facility Fee shall
         be payable quarterly in arrears on the 15th day following the last day
         of each calendar quarter for the prior calendar quarter and upon
         termination of the Revolving Commitments.

                  (b)      Letter of Credit Fees. In consideration of issuance
         of standby Letters of Credit hereunder, the Borrower agrees to pay to
         the applicable Issuing Lender (i) a fee (the "Standby Letter of Credit
         Fee") on such Lender's Revolving Commitment Percentage of the average
         daily maximum amount available to be drawn under each such standby
         Letter of Credit computed at a per annum rate for each day from the
         date of issuance to the date of expiration equal to the Applicable
         Percentage, (ii) a fee (the "Trade Letter of Credit Fee") on such
         Lender's Revolving Commitment Percentage of the average daily maximum
         amount available to be drawn under each such trade Letter of Credit
         computed at a per annum rate for each day from the date of issuance to
         the date of expiration equal to the Applicable Percentage and (iii) an
         additional fronting fee (the "Fronting Fee")of one-eighth of one
         percent (0.125%) per annum on the average daily maximum amount
         available to be drawn under each standby Letter of Credit issued by it
         (such fronting fee shall be for the account of the applicable Issuing
         Lender without sharing by the other Lenders). The applicable Issuing
         Lender shall promptly pay over to the Administrative Agent for the
         ratable benefit of the Lenders (including the applicable Issuing
         Lender) the Standby Letter of Credit Fee and the Trade Letter of Credit
         Fee. The Standby Letter of Credit Fee, the Trade Letter of Credit Fee
         and the Fronting Fee shall be payable quarterly in arrears on the 15th
         day following the last day of each calendar quarter for the prior
         calendar quarter.

                  (c)       Issuing Lender Fees. In addition to the Standby
         Letter of Credit Fees and Trade Letter of Credit Fees payable pursuant
         to subsection (b) above, the Borrower shall pay to the applicable
         Issuing Lender for its own account without sharing by the other Lenders
         the reasonable and customary charges from time to time of the
         applicable Issuing Lender with respect to the amendment, transfer,
         administration, cancellation and conversion of, and drawings
         under, such Letters of Credit (collectively, the "Issuing Lender
         Fees").

                  (d)      Administrative  Fee. The Borrower agrees to pay to
         the  Administrative  Agent the annual administrative fee as described
         in the Fee Letter.
<PAGE>

         Section 2.4       Reduction or Increase of the Revolving Commitments.

                  (a)      Voluntary Reductions. The Borrower shall have the
         right to terminate or permanently reduce the unused portion of the
         Revolving Committed Amount at any time or from time to time upon not
         less than five Business Days' prior notice to the Administrative Agent
         (which shall notify the Lenders thereof as soon as practicable) of each
         such termination or reduction, which notice shall specify the effective
         date thereof and the amount of any such reduction which shall be in a
         minimum amount of $3,000,000 or a whole multiple of $1,000,000 in
         excess thereof and shall be irrevocable and effective upon receipt by
         the Administrative Agent, provided that no such reduction or
         termination shall be permitted if after giving effect thereto, and to
         any prepayments of the Loans made on the effective date thereof, the
         sum of the then outstanding aggregate principal amount of the Revolving
         Loans plus LOC Obligations would exceed the Revolving Committed Amount
         after such proposed reduction.

                  (b)      Maturity Date. The Revolving  Commitments  and the
         LOC Commitments  shall  automatically terminate 364 days from the
         Closing Date.

                  (c)      Increase of Revolving Committed Amount. The
         Borrower shall have the right from time to time (but not later than
         sixty (60) days prior to the Maturity Date) to increase the Revolving
         Committed Amount up to a total amount of $150,000,000 by adding to this
         Agreement one or more other lenders (which may include any Lender (with
         the consent of such Lender)) (each such lender an "Additional Lender")
         with the approval of the Administrative Agent (not to be unreasonably
         withheld) and with notice to each Lender; provided, however, that the
         Borrower shall provide the Lenders with the opportunity to participate
         in such increase of the Revolving Committed Amount prior to soliciting
         other lenders. Each of the Additional Lenders shall have entered into
         an agreement in form and substance satisfactory to the Borrower and the
         Administrative Agent pursuant to which such Additional Lender shall
         undertake a Revolving Commitment (and if any such Additional Lender is
         a Lender, its Revolving Commitment shall be in addition to such
         Lender's Revolving Commitment hereunder) in an amount at least equal to
         $10,000,000 or a larger integral multiple of $1,000,000, and upon the
         effectiveness of such agreement (the date of the effectiveness of any

<PAGE>

         such agreement being hereinafter referred to as the "Increased
         Commitment Date") such Additional Lender shall thereupon become a
         "Lender" for all purposes of this Agreement.

                  On the Increased Commitment Date, each Additional Lender shall
         by assignments from the other Lenders (which assignments shall be
         deemed to occur hereunder automatically, and without any requirement
         for additional documentation, on the Increased Commitment Date) acquire
         a portion of the Revolving Loans and Participation Interests of the
         other Lenders (and the Lenders shall, through the Administrative Agent,
         make such other adjustments among themselves as shall be necessary) so
         that after giving effect to such assignments and adjustments the
         Lenders shall hold Revolving Loans and Participation Interests
         hereunder ratably in accordance with their respective Revolving
         Commitments and LOC Commitments. The Borrower shall compensate each
         Lender whose outstanding Revolving Loans have decreased as a result of
         the foregoing assignments and adjustments as if such decrease were a
         payment or prepayment referred to in Section 2.13 hereof.

                  Notwithstanding the foregoing, the increase in the aggregate
         Revolving Commitments hereunder pursuant to this Section 2.4 shall be
         effective only if:

                           (i)      the Borrower shall have given the
                  Administrative Agent notice of any such increase at least
                  thirty (30) days prior to any such Increased Commitment Date;

                           (ii)     no Default or Event of Default  shall have
                  occurred and be continuing as of the date of the notice
                  referred to in the foregoing  clause (i) or on the Increased
                  Commitment Date; and

                           (iii)    the resulting aggregate amount of the
                  Revolving  Commitments is no greater than $150,000,000.

         Section 2.5       Prepayments.

                  (a)        Optional Prepayments. The Borrower shall have the
         right to prepay Loans in whole or in part from time to time; provided,
         however, that (i) each partial prepayment of Alternate Base Rate Loans
         or Index Rate Loans shall be in a minimum principal amount of
         $1,000,000 and integral multiples of $500,000 in excess thereof and
         (ii) each partial prepayment of LIBOR Rate Loans shall be in a minimum
         principal amount of $3,000,000 and integral multiples of $1,000,000 in
         excess thereof. The Borrower shall give irrevocable written notice (or
         telephone notice promptly confirmed in writing which confirmation may
         be by fax) to the Administrative Agent (which shall notify the Lenders
         thereof as soon as practicable) not later than 11:00 A.M. (Charlotte,
         North Carolina time) on the date of the requested prepayment in the
         case of Alternate Base Rate Loans or Index Rate Loans, and on the third
         Business Day prior to the date of the requested prepayment in the case
         of LIBOR Rate Loans. Subject to the foregoing terms, amounts prepaid
         under this Section 2.5(a) shall be applied as the Borrower may elect.
         Within the parameters of the applications set forth above, prepayments
         shall be applied first to Alternate Base Rate Loans, second to Index
         Rate Loans and then to LIBOR Rate Loans in direct order of Interest
         Period maturities. All prepayments under this Section 2.5(a) shall be
         subject to Section 2.15, but otherwise without premium or penalty.
         Interest on the principal amount prepaid shall be payable (a) at the
         time of such prepayment with respect to LIBOR Rate Loans, along with
         any costs then due and payable under Section 2.15, and (b) with respect
         to Alternate Base Rate Loans and Index Rate Loans, on the next
         occurring Interest Payment Date that would have occurred had such loan
         not been prepaid or, at the request of the Administrative Agent,
         interest on the principal amount of any Alternate Base Rate Loans or
         Index Rate Loans prepaid shall be payable on any date that a prepayment
         is made hereunder to the date of prepayment. Amounts prepaid on the
         Revolving Loans may be reborrowed in accordance with the terms hereof.
<PAGE>

                  (b)        Mandatory Prepayments. If at any time after the
         Closing Date, the sum of the aggregate principal amount of outstanding
         Revolving Loans plus LOC Obligations shall exceed the Revolving
         Committed Amount, the Borrower immediately shall prepay the Revolving
         Loans and (after all Revolving Loans have been repaid) cash
         collateralize the LOC Obligations, in an amount sufficient to eliminate
         such excess. Such prepayments shall be applied first to Alternate Base
         Rate Loans, second to Index Rate Loans and then to LIBOR Rate Loans in
         direct order of Interest Period maturities. All prepayments under this
         Section 2.5(b) shall be subject to Section 2.15 and be accompanied by
         interest on the principal amount prepaid to the date of prepayment.
         Amounts prepaid on Revolving Loans may be reborrowed in accordance with
         the terms hereof.

         Section 2.6      Minimum Borrowing Amounts and Principal Amounts of
                          Tranches.

                  (a)        Each Alternate Base Rate Loan borrowing and each
         Index Rate Loan borrowing shall be in a minimum amount of $1,000,000
         and whole multiples of $500,000 in excess thereof.

                  (b)        Each LIBOR Rate Loan borrowing shall be in a
         minimum amount of $3,000,000 and whole multiples of $1,000,000 in
         excess thereof.

                  (c)        All borrowings, payments and prepayments in respect
         of Revolving Loans shall be in such amounts and be made pursuant to
         such elections so that after giving effect thereto the aggregate
         principal amount of the Revolving Loans comprising any LIBOR Tranche
         shall either be zero or shall not be less than $3,000,000 or a whole
         multiple of $1,000,000 in excess thereof.

         Section 2.7       Interest Payments; Default Interest; Interest Payment
                           Dates.

                  (a)      Interest  Payments.  Subject to the provisions of
        Section  2.7(b),  all Loans shall bear interest as follows:

                           (i)      Alternate  Base Rate Loans.  During such
                  periods as Loans shall be comprised of Alternate  Base Rate
                  Loans,  each such  Alternate  Base Rate Loan shall bear
                  interest  at a per annum rate equal to the sum of the
                  Alternate Base Rate plus the Applicable Percentage;

                           (ii)     Index Rate Loans.  During such  periods as
                  Loans  shall be  comprised  of Index Rate  Loans,  each such
                  Index Rate Loan shall bear  interest at a per annum rate equal
                  to the sum of the Index Rate plus the Applicable Percentage;
                  and

                           (iii)    LIBOR Rate Loans. During such periods as
                  Loans shall be comprised of LIBOR Rate Loans, each such LIBOR
                  Rate Loan shall bear interest at a per annum rate equal to the
                  sum of the LIBOR Rate plus the Applicable Percentage.
<PAGE>

                  (b)       Default Interest. Upon the occurrence, and during
         the continuance, of a Default or an Event of Default, the principal of
         and, to the extent permitted by law, interest on the Loans and any
         other amounts owing hereunder or under the other Credit Documents shall
         (at the option of the Administrative Agent) bear interest, payable on
         demand, at a per annum rate 2% greater than the applicable rate then in
         effect or, if no rate is then in effect, at a per annum rate 2% greater
         than the Alternate Base Rate. Upon and during the continuance of an
         Event of Default, all Index Rate Loans and LIBOR Rate Loans shall be
         automatically converted to Alternate Base Rate Loans, to take effect
         immediately in the case of Index Rate Loans and in the case of LIBOR
         Rate Loans, on the last day of the applicable Interest Period for any
         such LIBOR Rate Loans.

                  (c)      Interest  Payment  Date.  Interest on Loans shall be
payable in arrears on each Interest Payment Date, subject to Section 2.10.

         Section 2.8       Conversion Options.

                  (a)       The Borrower may elect from time to time to convert
         Alternate Base Rate Loans or Index Rate Loans to LIBOR Rate Loans by
         giving irrevocable written notice (or telephone notice promptly
         confirmed in writing which confirmation may be by fax) to the
         Administrative Agent not later than 11:00 A.M. (Charlotte, North
         Carolina time) on the third Business Day prior to the date of the
         requested conversion. A form of Notice of Conversion/ Extension is
         attached as Schedule 2.8. If the date upon which an Alternate Base Rate
         Loan or Index Rate Loan is to be converted to a LIBOR Rate Loan is not
         a Business Day, then such conversion shall be made on the next
         succeeding Business Day and during the period from such last day of an
         Interest Period to such succeeding Business Day such Loan shall bear
         interest as if it were an Alternate Base Rate Loan or Index Rate Loan,
         as applicable. All or any part of outstanding Alternate Base Rate Loans
         or Index Rate Loans may be converted as provided herein, provided that
         (i) no Loan may be converted into a LIBOR Rate Loan when any Default or
         Event of Default has occurred and is continuing and (ii) partial
         conversions shall be in an aggregate principal amount of $3,000,000 or
         a whole multiple of $1,000,000 in excess thereof.

                  (b)      Any LIBOR Rate Loans may be continued as such upon
         the expiration of an Interest Period with respect thereto by compliance
         by the Borrower with the notice provisions contained in Section 2.8(a);
         provided, that no LIBOR Rate Loan may be continued as such when any
         Default or Event of Default has occurred and is continuing, in which
         case such Loan shall be automatically converted to an Alternate Base
         Rate Loan at the end of the applicable Interest Period with respect
         thereto. If the Borrower shall fail to give timely notice of an
         election to continue a LIBOR Rate Loan, or the continuation of LIBOR
         Rate Loans is not permitted hereunder, ___ such LIBOR Rate Loans shall
         be automatically converted to Alternate Base Rate Loans at the end of
         the applicable Interest Period with respect thereto.
<PAGE>

         Section 2.9       Computation of Interest and Fees.

                  (a)        Interest payable hereunder with respect to
         Alternate Base Rate Loans based on the Prime Rate shall be calculated
         on the basis of a year of 365 days (or 366 days, as applicable) for the
         actual days elapsed. All other interest and fees and all other interest
         amounts payable hereunder shall be calculated on the basis of a 360 day
         year for the actual days elapsed. The Administrative Agent shall as
         soon as practicable notify the Borrower and the Lenders of each
         determination of a LIBOR Rate on the Business Day of the determination
         thereof. Any change in the interest rate on a Loan resulting from a
         change in the Alternate Base Rate shall become effective as of the
         opening of business on the day on which such change in the Alternate
         Base Rate shall become effective. Any change in the interest rate on an
         Index Rate Loan resulting from a change in the Index Rate shall become
         effective as of the opening of business on the day on which such change
         in the Index Rate shall become effective.  The Administrative Agent
         shall as soon as practicable notify the Borrower and the Lenders of the
         effective date and the amount of each such change.

                  (b)        Each determination of an interest rate by the
         Administrative Agent pursuant to any provision of this Agreement shall
         be conclusive and binding on the Borrower and the Lenders in the
         absence of manifest error. The Administrative Agent shall, at the
         request of the Borrower, deliver to the Borrower a statement showing
         the computations used by the Administrative Agent in determining any
         interest rate.

                  (c)        It is the intent of the Lenders and the Credit
         Parties to conform to and contract in strict compliance with applicable
         usury law from time to time in effect. All agreements between the
         Lenders and the Credit Parties 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 but not limited
         to prepayment or acceleration of the maturity of any obligation), shall
         the interest taken, reserved, contracted for, charged, or received
         under this Credit Agreement, under the Notes or otherwise, exceed the
         maximum nonusurious amount permissible under applicable law. If, from
         any possible construction of any of the Credit Documents or any other
         document, 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 interest shall be automatically
         reduced to the maximum nonusurious amount permitted under applicable
         law, without the necessity of execution of any amendment or new
         document. If any Lender shall ever receive anything of value which is
         characterized as interest on the Loans under applicable law and which
         would, apart from this provision, be in excess of the maximum
         nonusurious amount, an amount equal to the amount which would have been
         excessive interest shall, without penalty, be applied to the reduction
         of the principal amount owing on the Loans and not to the payment of
         interest, or refunded to the Borrower or the other payor thereof if and
         to the extent such amount which would have been excessive exceeds such
         unpaid principal amount of the Loans. The right to demand payment of
         the Loans or any other Indebtedness evidenced by any of the Credit
         Documents does not include the right to receive any interest which has

<PAGE>

         not otherwise accrued on the date of such demand, and the Lenders do
         not intend to charge or receive any unearned interest in the event of
         such demand. All interest paid or agreed to be paid to the Lenders with
         respect to the Loans shall, to the extent permitted by applicable law,
         be amortized, prorated, allocated, and spread throughout the full
         stated term (including any renewal or extension) of the Loans so that
         the amount of interest on account of such indebtedness does not exceed
         the maximum nonusurious amount permitted by applicable law.

         Section 2.10      Pro Rata Treatment and Payments.

         Each borrowing of Revolving Loans and any reduction of the Revolving
Commitments shall be made pro rata according to the respective Commitment
Percentages of the Lenders. Each payment under this Agreement or any Note shall
be applied, first, to any fees then due and owing by the Borrower pursuant to
Section 2.3, second, to interest then due and owing in respect of the Notes of
the Borrower and, third, to principal then due and owing hereunder and under the
Notes of the Borrower. Each payment on account of any fees pursuant to Section
2.3 shall be made pro rata in accordance with the respective amounts due and
owing (except as to the portion of the Standby Letter of Credit Fee or Trade
Letter of Credit Fee retained by the applicable Issuing Lender, the Issuing
Lender Fees, the Fronting Fee and fees payable to the Administrative Agent).
Each payment (other than prepayments) by the Borrower on account of principal of
and interest on the Revolving Loans shall be made pro rata according to the
respective amounts due and owing in accordance with Section 2.5(a) hereof. Each
optional prepayment on account of principal of the Loans shall be applied to
such of the Loans as the Borrower may designate (to be applied pro rata among
the Lenders); provided, that prepayments made pursuant to Section 2.13 shall be
applied in accordance with such section. Each mandatory prepayment on account of
principal of the Loans shall be applied in accordance with Section 2.5(b). All
payments (including prepayments) to be made by the Borrower on account of
principal, interest and fees shall be made without defense, set-off or
counterclaim (except as provided in Section 2.16(b)) and shall be made to the
Administrative Agent for the account of the Lenders at the Administrative
Agent's office specified on Schedule 9.2 in Dollars and in immediately available
funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when
due. The Administrative Agent shall distribute such payments to the Lenders
entitled thereto promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day, and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension. If
any payment on a LIBOR Rate Loan becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day.

         Section 2.11      Non-Receipt of Funds by the Administrative Agent.

                  (a)        Unless the Administrative Agent shall have been
         notified in writing by a Lender prior to the date a Loan is to be made
         by such Lender (which notice shall be effective upon receipt) that such

<PAGE>

         Lender does not intend to make the proceeds of such Loan available to
         the Administrative Agent, the Administrative Agent may assume that such
         Lender has made such proceeds available to the Administrative Agent on
         such date, and the Administrative Agent may in reliance upon such
         assumption (but shall not be required to) make available to the
         Borrower a corresponding amount. If such corresponding amount is not in
         fact made available to the Administrative Agent, the Administrative
         Agent shall be able to recover such corresponding amount from such
         Lender. If such Lender does not pay such corresponding amount forthwith
         upon the Administrative Agent's demand therefor, the Administrative
         Agent will promptly notify the Borrower, and the Borrower shall
         immediately pay such corresponding amount to the Administrative Agent.
         The Administrative Agent shall also be entitled to recover from the
         Lender or the Borrower, as the case may be, interest on such
         corresponding amount in respect of each day from the date such
         corresponding amount was made available by the Administrative Agent to
         the Borrower to the date such corresponding amount is recovered by the
         Administrative Agent at a per annum rate equal to (i) from the Borrower
         at the applicable rate for the applicable borrowing pursuant to the
         Notice of Borrowing and (ii) from a Lender at the Federal Funds
         Effective Rate.

                  (b)        Unless the Administrative Agent shall have been
         notified in writing by the Borrower, prior to the date on which any
         payment is due from it hereunder (which notice shall be effective upon
         receipt) that the Borrower does not intend to make such payment, the
         Administrative Agent may assume that the Borrower has made such payment
         when due, and the Administrative Agent may in reliance upon such
         assumption (but shall not be required to) make available to each Lender
         on such payment date an amount equal to the portion of such assumed
         payment to which such Lender is entitled hereunder, and if the Borrower
         has not in fact made such payment to the Administrative Agent, such
         Lender shall, on demand, repay to the Administrative Agent the amount
         made available to such Lender. If such amount is repaid to the
         Administrative Agent on a date after the date such amount was made
         available to such Lender, such Lender shall pay to the Administrative
         Agent on demand interest on such amount in respect of each day from the
         date such amount was made available by the Administrative Agent to such
         Lender to the date such amount is recovered by the Administrative Agent
         at a per annum rate equal to the Federal Funds Effective Rate.

                  (c)        A certificate of the Administrative Agent submitted
         to the Borrower or any Lender with respect to any amount owing under
         this Section 2.11 shall be conclusive in the absence of manifest error.

         Section 2.12      Inability to Determine Interest Rate.

         Notwithstanding any other provision of this Agreement, if (i) the
Administrative Agent shall reasonably determine (which determination shall be
conclusive and binding absent manifest error) that, by reason of circumstances
affecting the relevant market, reasonable and adequate means do not exist for
ascertaining LIBOR for an Interest Period, or (ii) the Required Lenders shall
reasonably determine (which determination shall be conclusive and binding absent
manifest error) that the LIBOR Rate does not adequately and fairly reflect the
cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested

<PAGE>

be outstanding as a LIBOR Tranche during an Interest Period, the Administrative
Agent shall forthwith give telephone notice of such determination, confirmed in
writing, to the Borrower, and the Lenders at least two Business Days prior to
the first day of such Interest Period. Unless the Borrower shall have notified
the Administrative Agent upon receipt of such telephone notice that it wishes to
rescind or modify its request regarding such LIBOR Rate Loans, any Loans that
were requested to be made as LIBOR Rate Loans shall be made as Alternate Base
Rate Loans and any Loans that were requested to be converted into or continued
as LIBOR Rate Loans shall be converted into Alternate Base Rate Loans. Until any
such notice has been withdrawn by the Administrative Agent, no further Loans
shall be made as, continued as, or converted into, LIBOR Rate Loans for the
Interest Periods so affected.

         Section 2.13      Illegality.

         Notwithstanding any other provision of this Agreement, if the adoption
of or any change in any Requirement of Law or in the interpretation or
application thereof by the relevant Governmental Authority to any Lender shall
make it unlawful for such Lender or its LIBOR Lending Office to make or maintain
LIBOR Rate Loans as contemplated by this Agreement or to obtain in the interbank
eurodollar market through its LIBOR Lending Office the funds with which to make
such Loans, (a) such Lender shall promptly notify the Administrative Agent and
the Borrower thereof, (b) the commitment of such Lender hereunder to make LIBOR
Rate Loans or continue LIBOR Rate Loans as such shall forthwith be suspended
until the Administrative Agent shall give notice that the condition or situation
which gave rise to the suspension shall no longer exist, and (c) such Lender's
Loans then outstanding as LIBOR Rate Loans, if any, shall be converted on the
last day of the Interest Period for such Loans or within such earlier period as
required by law as Alternate Base Rate Loans. The Borrower hereby agrees
promptly to pay any Lender, upon its demand, any additional amounts necessary to
compensate such Lender for actual and direct costs (but not including
anticipated profits) reasonably incurred by such Lender in making any repayment
in accordance with this Section including, but not limited to, any interest or
fees payable by such Lender to lenders of funds obtained by it in order to make
or maintain its LIBOR Rate Loans hereunder. A certificate as to any additional
amounts payable pursuant to this Section submitted by such Lender, through the
Administrative Agent, to the Borrower shall be conclusive in the absence of
manifest error. Each Lender agrees to use reasonable efforts (including
reasonable efforts to change its LIBOR Lending Office) to avoid or to minimize
any amounts which may otherwise be payable pursuant to this Section; provided,
however, that such efforts shall not cause the imposition on such Lender of any
additional costs or legal or regulatory burdens deemed by such Lender in its
sole discretion to be material.

         Section 2.14      Requirements of Law.

                  (a)        If the adoption of or any change in any Requirement
         of Law or in the interpretation or application thereof or compliance by
         any Lender with any request or directive (whether or not having the
         force of law) from any central bank or other Governmental Authority
         made subsequent to the date hereof:

                           (i)        shall subject such Lender to any tax of
                  any kind whatsoever with respect to any Letter of Credit or
                  any application relating thereto, any LIBOR Rate Loan made by

<PAGE>

                  it, or change the basis of taxation of payments to such Lender
                  in respect thereof (except for changes in the rate of tax on
                  the overall net income of such Lender);

                           (ii)       shall impose, modify or hold applicable
                  any reserve,  special deposit, compulsory loan or similar
                  requirement against assets held by, deposits or other
                  liabilities in or for the account of, advances, loans or other
                  extensions of credit by, or any other acquisition of funds by,
                  any office of such Lender which is not otherwise included in
                  the determination of the LIBOR Rate hereunder; or

                           (iii)    shall impose on such Lender any other
                  condition;and the result of any of the foregoing is to
                  increase the cost to such Lender of making or maintaining
                  LIBOR Rate Loans or the Letters of Credit or to reduce any
                  amount receivable hereunder or under any Note, then, in any
                  such case, the Borrower shall promptly pay such Lender, upon
                  its demand, any additional amounts necessary to compensate
                  such Lender for such additional cost or reduced amount
                  receivable which such Lender reasonably deems to be material
                  as determined by such Lender with respect to its LIBOR Rate
                  Loans or Letters of Credit. A certificate as to any additional
                  amounts payable pursuant to this Section submitted by such
                  Lender, through the Administrative Agent, to the Borrower\
                  shall be conclusive in the absence of manifest error. Each
                  Lender agrees to use reasonable efforts (including reasonable
                  efforts to change its Domestic Lending Office or LIBOR Lending
                  Office, as the case may be) to avoid or to minimize any
                  amounts which might otherwise be payable pursuant to this
                  paragraph of this Section; provided, however, that such
                  efforts shall not cause the imposition on such Lender of any
                  additional costs or legal or regulatory burdens deemed by
                  such Lender in its sole discretion to be material.

                  (b)        If any Lender shall have reasonably determined that
         the adoption of or any change in any Requirement of Law regarding
         capital adequacy or in the interpretation or application thereof or
         compliance by such Lender or any corporation controlling such Lender
         with any request or directive regarding capital adequacy (whether or
         not having the force of law) from any central bank or Governmental
         Authority made subsequent to the date hereof does or shall have the
         effect of reducing the rate of return on such Lender's or such
         corporation's capital as a consequence of its obligations hereunder to
         a level below that which such Lender or such corporation could have
         achieved but for such adoption, change or compliance (taking into
         consideration such Lender's or such corporation's policies with respect
         to capital adequacy) by an amount reasonably deemed by such Lender to
         be material, then from time to time, within fifteen (15) days after
         demand by such Lender, the Borrower shall pay to such Lender such
         additional amount as shall be certified by such Lender as being
         required to compensate it for such reduction. Such a certificate as to
         any additional amounts payable under this Section submitted by a Lender
         (which certificate shall include a description of the basis for the
         computation), through the Administrative Agent, to the Borrower shall
         be conclusive absent manifest error.
<PAGE>

                  (c)       The agreements in this Section 2.14 shall survive
         the termination of this Agreement and payment of the Notes and all
         other amounts payable hereunder.

         Section 2.15      Indemnity.

         The Borrower hereby agrees to indemnify each Lender and to hold such
Lender harmless from any funding loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in payment of the
principal amount of or interest on any Loan by such Lender in accordance with
the terms hereof, (b) default by the Borrower in accepting a borrowing after the
Borrower has given a notice in accordance with the terms hereof, (c) default by
the Borrower in making any prepayment after the Borrower has given a notice in
accordance with the terms hereof, and/or (d) the making by the Borrower of any
payment or prepayment of a Loan, or the conversion thereof, on a day which is
not the last day of the Interest Period with respect thereto, in each case
including, but not limited to, any such loss or expense arising from interest or
fees payable by such Lender to lenders of funds obtained by it in order to
maintain its Loans hereunder. A certificate as to any additional amounts payable
pursuant to this Section submitted by any Lender, through the Administrative
Agent, to the Borrower (which certificate must be delivered to the
Administrative Agent within thirty days following such default, prepayment or
conversion) shall be conclusive in the absence of manifest error. The agreements
in this Section shall survive termination of this Agreement and payment of the
Notes and all other amounts payable hereunder.

         Section 2.16      Taxes.

                  (a)        All payments made by the Borrower hereunder or
         under any Note will be, except as provided in Section 2.16(b), made
         free and clear of, and without deduction or withholding for, any
         present or future taxes, levies, imposts, duties, fees, assessments or
         other charges of whatever nature now or hereafter imposed by any
         Governmental Authority or by any political subdivision or taxing
         authority thereof or therein with respect to such payments (but
         excluding any tax imposed on or measured by the net income or profits
         of a Lender) and all interest, penalties or similar liabilities with
         respect thereto (all such non-excluded taxes, levies, imposts, duties,
         fees, assessments or other charges being referred to collectively as
         "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to
         pay the full amount of such Taxes, and such additional amounts as may
         be necessary so that every payment of all amounts due under this
         Agreement or under any Note, after withholding or deduction for or on
         account of any Taxes, will not be less than the amount provided for
         herein or in such Note. The Borrower will furnish to the Administrative
         Agent as soon as practicable after the date the payment of any Taxes is
         due pursuant to applicable law certified copies (to the extent
         reasonably available and required by law) of tax receipts evidencing
         such payment by the Borrower. The Borrower agrees to indemnify and hold
         harmless each Lender, and reimburse such Lender upon its written
         request, for the amount of any Taxes so levied or imposed and paid by
         such Lender but excluding any interest or penalties caused by such

<PAGE>

         Lender's failure to pay any such taxes when due.

                  (b)        Each Lender that is not a United States person (as
         such term is defined in Section 7701(a)(30) of the Code) agrees to
         deliver to the Borrower and the Administrative Agent on or prior to the
         Closing Date, or in the case of a Lender that is an assignee or
         transferee of an interest under this Agreement pursuant to Section
         9.6(d) (unless the respective Lender was already a Lender hereunder
         immediately prior to such assignment or transfer), on the date of such
         assignment or transfer to such Lender, (i) if the Lender is a "bank"
         within the meaning of Section 881(c)(3)(A) of the Code, two accurate
         and complete original signed copies of Internal Revenue Service Form
         4224 or 1001 (or successor forms) certifying such Lender's entitlement
         to a complete exemption from United States withholding tax with respect
         to payments to be made under this Agreement and under any Note, or (ii)
         if the Lender is not a "bank" within the meaning of Section
         881(c)(3)(A) of the Code, either Internal Revenue Service Form 1001 or
         4224 as set forth in clause (i) above, or (x) a certificate
         substantially in the form of Schedule 2.16 (any such certificate, a
         "2.16 Certificate") and (y) two accurate and complete original signed
         copies of Internal Revenue Service Form W-8 (or successor form)
         certifying such Lender's entitlement to an exemption from United States
         withholding tax with respect to payments of interest to be made under
         this Agreement and under any Note. In addition, each Lender agrees that
         it will deliver upon the Borrower's request updated versions of the
         foregoing, as applicable, whenever the previous certification has
         become obsolete or inaccurate in any material respect, together with
         such other forms as may be required in order to confirm or establish
         the entitlement of such Lender to a continued exemption from or
         reduction in United States withholding tax with respect to payments
         under this Agreement and any Note. Notwithstanding anything to the
         contrary contained in Section 2.16(a), but subject to the immediately
         succeeding sentence, (x) the Borrower shall be entitled, to the extent
         it is required to do so by law, to deduct or withhold Taxes imposed by
         the United States (or any political subdivision or taxing authority
         thereof or therein) from interest, fees or other amounts payable
         hereunder for the account of any Lender which is not a United States
         person (as such term is defined in Section 7701(a)(30) of the Code) for
         U.S. Federal income tax purposes to the extent that such Lender has not
         provided to the Borrower U.S. Internal Revenue Service Forms that
         establish a complete exemption from such deduction or withholding and
         (y) the Borrower shall not be obligated pursuant to Section 2.16(a)
         hereof to gross-up payments to be made to a Lender in respect of Taxes
         imposed by the United States if (I) such Lender has not provided to the
         Borrower the Internal Revenue Service Forms required to be provided to
         the Borrower pursuant to this Section 2.16(b) or (II) in the case of a
         payment, other than interest, to a Lender described in clause (ii)
         above, to the extent that such Forms do not establish a complete
         exemption from withholding of such Taxes. Notwithstanding anything to
         the contrary contained in the preceding sentence or elsewhere in this
         Section 2.16, the Borrower agrees to pay additional amounts and to
         indemnify each Lender in the manner set forth in Section 2.16(a)
         (without regard to the identity of the jurisdiction requiring the
         deduction or withholding) in respect of any amounts deducted or
         withheld by it as described in the immediately preceding sentence as a
         result of any changes after the Closing Date in any applicable law,
         treaty, governmental rule, regulation, guideline or order, or in the
         interpretation thereof, relating to the deducting or withholding of

<PAGE>

         Taxes.

                  (c)        Each Lender agrees to use reasonable efforts
         (including reasonable efforts to change its Domestic Lending Office or
         LIBOR Lending Office, as the case may be) to avoid or to minimize any
         amounts which might otherwise be payable pursuant to this Section;
         provided, however, that such efforts shall not cause the imposition on
         such Lender of any additional costs or legal or regulatory burdens
         deemed by such Lender in its sole discretion to be material.

                  (d)        If the Borrower pays any additional amount pursuant
         to this Section 2.16 with respect to a Lender, such Lender shall use
         reasonable efforts to obtain a refund of tax or credit against its tax
         liabilities on account of such payment; provided that such Lender shall
         have no obligation to use such reasonable efforts if either (i) it is
         in an excess foreign tax credit position or (ii) it believes in good
         faith, in its sole discretion, that claiming a refund or credit would
         cause adverse tax consequences to it. In the event that such Lender
         receives such a refund or credit, such Lender shall pay to the Borrower
         an amount that such Lender reasonably determines is equal to the net
         tax benefit obtained by such Lender as a result of such payment by the
         Borrower. In the event that no refund or credit is obtained with
         respect to the Borrower's payments to such Lender pursuant to this
         Section 2.16(d), then such Lender shall upon request provide a
         certification that such Lender has not received a refund or credit for
         such payments. Nothing contained in this Section 2.16(d) shall require
         a Lender to disclose or detail the basis of its calculation of the
         amount of any tax benefit or any other amount or the basis of its
         determination referred to in the proviso to the first sentence of this
         Section 2.16(d) to the Borrower or any other party.

                  (e)        The agreements in this Section 2.16 shall survive
         the termination of this Agreement and the payment of the Notes and all
         other amounts payable hereunder.

         Section 2.17      Indemnification; Nature of Issuing Lender's Duties.

                  (a)        In addition to its other obligations under Section
         2.2, the Borrower hereby agrees to protect, indemnify, pay and save the
         applicable Issuing Lender harmless from and against any and all claims,
         demands, liabilities, damages, losses, costs, charges and expenses
         (including reasonable attorneys' fees) that the applicable Issuing
         Lender may incur or be subject to as a consequence, direct or indirect,
         of (i) the issuance of any Letter of Credit or (ii) the failure of the
         applicable Issuing Lender to honor a drawing under a Letter of Credit
         as a result of any act or omission, whether rightful or wrongful, of
         any present or future de jure or de facto government or governmental
         authority (all such acts or omissions, herein called "Government
         Acts").

                  (b)        As between the Borrower and the applicable Issuing
         Lender, the Borrower shall assume all risks of the acts, omissions or
         misuse of any Letter of Credit by the beneficiary thereof. The
         applicable Issuing Lender shall not be responsible: (i) for the form,
         validity, sufficiency, accuracy, genuineness or legal effect of any
         document submitted by any party in connection with the application for
         and issuance of any Letter of Credit, even if it should in fact prove
         to be in any or all respects invalid, insufficient, inaccurate,

<PAGE>

         fraudulent or forged; (ii) for the validity or sufficiency of any
         instrument transferring or assigning or purporting to transfer or
         assign any Letter of Credit or the rights or benefits thereunder or
         proceeds thereof, in whole or in part, that may prove to be invalid or
         ineffective for any reason; (iii) for failure of the beneficiary of a
         Letter of Credit to comply fully with conditions required in order to
         draw upon a Letter of Credit; (iv) for errors, omissions, interruptions
         or delays in transmission or delivery of any messages, by mail, cable,
         telegraph, telex or otherwise, whether or not they be in cipher; (v)
         for errors in interpretation of technical terms; (vi) for any loss or
         delay in the transmission or otherwise of any document required in
         order to make a drawing under a Letter of Credit or of the proceeds
         thereof; and (vii) for any consequences arising from causes beyond the
         control of the applicable Issuing Lender, including, without
         limitation, any Government Acts. None of the above shall affect,
         impair, or prevent the vesting of the applicable Issuing Lender's
         rights or powers hereunder.

                  (c)        In furtherance and extension and not in limitation
         of the specific provisions hereinabove set forth, any action taken or
         omitted by the applicable Issuing Lender, under or in connection with
         any Letter of Credit or the related certificates, if taken or omitted
         in good faith, shall not put such applicable Issuing Lender under any
         resulting liability to the Borrower. It is the intention of the parties
         that this Agreement shall be construed and applied to protect and
         indemnify the applicable Issuing Lender against any and all risks
         involved in the issuance of the Letters of Credit, all of which risks
         are hereby assumed by the Borrower, including, without limitation, any
         and all risks of the acts or omissions, whether rightful or wrongful,
         of any Government Authority. The applicable Issuing Lender shall not,
         in any way, be liable for any failure by the applicable Issuing Lender
         or anyone else to pay any drawing under any Letter of Credit as a
         result of any Government Acts or any other cause beyond the control of
         the applicable Issuing Lender.

                  (d)        Nothing in this Section 2.17 is intended to limit
         the reimbursement obligation of the Borrower contained in Section
         2.2(d) hereof. The obligations of the Borrower under this Section 2.17
         shall survive the termination of this Agreement. No act or omissions of
         any current or prior beneficiary of a Letter of Credit shall in any way
         affect or impair the rights of the applicable Issuing Lender to enforce
         any right, power or benefit under this Agreement.

                  (e)        Notwithstanding anything to the contrary contained
         in this Section 2.17, the Borrower shall have no obligation to
         indemnify the applicable Issuing Lender in respect of any liability
         incurred by the applicable Issuing Lender arising out of the gross
         negligence or willful misconduct of the applicable Issuing Lender
         (including action not taken by the applicable Issuing Lender), as
         determined by a court of competent jurisdiction.

         Section 2.18      Waiver of Notice.

                  (a)       Except as otherwise expressly provided herein, the
         Borrower hereby waives notice of occurrence of any Default or Event of
         Default (except to the extent notice is expressly required to be given
         pursuant to the terms of this Credit Agreement), or of any demand for
<PAGE>

         any payment under this Credit Agreement, notice of any action at any
         time taken or omitted by the Administrative Agent or the Lenders under
         or in respect of any of the Credit Party Obligations hereunder, any
         requirement of diligence and, generally, all demands, notices and other
         formalities of every kind in connection with this Credit Agreement. The
         Borrower hereby assents to, and waives notice of, any extension or
         postponement of the time for the payment of any of the Credit Party
         Obligations hereunder, the acceptance of any partial payment thereon,
         any waiver, consent or other action or acquiescence by the
         Administrative Agent or the Lenders at any time or times in respect of
         any default by the Borrower in the performance or satisfaction of any
         term, covenant, condition or provision of this Credit Agreement or any
         other Credit Document, any and all other indulgences whatsoever by the
         Administrative Agent or the Lenders in respect of any of the Credit
         Party Obligations hereunder, and the taking, addition, substitution or
         release, in whole or in part, at any time or times, of any security for
         any of such Credit Party Obligations or the addition, substitution or
         release, in whole or in part, of any Borrower. Without limiting the
         generality of the foregoing, the Borrower assents to any other action
         or delay in acting or any failure to act on the part of the
         Administrative Agent or the Lenders, including, without limitation, any
         failure strictly or diligently to assert any right or to pursue any
         remedy or to comply fully with applicable laws or regulations
         thereunder which might, but for the provisions of this Section 2.18,
         afford grounds for terminating, discharging or relieving the Borrower,
         in whole or in part, from any of its obligations under this Agreement,
         it being the intention of the Borrower that, so long as any of the
         Credit Party Obligations remain unsatisfied, the obligations of the
         Borrower under this Agreement shall not be discharged except by
         performance and then only to the extent of such performance. The
         obligations of the Borrower under this Agreement shall not be
         diminished or rendered unenforceable by any winding up, reorganization,
         arrangement, liquidation, reconstruction or similar proceeding with
         respect to any reconstruction or similar proceeding with respect to the
         Borrower or any Lender.

                  (b)        The provisions of this Section 2.18 are made for
         the benefit of the Administrative Agent and the Lenders and their
         respective successors and assigns, and may be enforced by any such
         Person from time to time against the Borrower as often as occasion
         therefor may arise and without requirement on the part of any Lender
         first to marshal any of its claims or to resort to any other source or
         means of obtaining payment of any of the Credit Party Obligations or to
         elect any other remedy. Without limiting the generality of the
         foregoing, the Borrower hereby specifically waives the benefits of N.C.
         Gen. Stat. ss.ss.26-7 through 26-9, inclusive, to the extent
         applicable. The provisions of this Section 2.18 shall remain in effect
         until all the Credit Party Obligations hereunder shall have been paid
         in full or otherwise fully satisfied. If at any time, any payment, or
         any part thereof, made in respect of any of the Credit Party
         Obligations, is rescinded or must otherwise be restored or returned by
         the Lenders upon the insolvency, bankruptcy or reorganization of the
         Borrower, or otherwise, the provisions of this Section 2.18 will
         forthwith be reinstated and in effect as though such payment had not
         been made.

                  (c)        Notwithstanding any provision to the contrary
         contained herein or in any other of the Credit Documents or Hedging
         Agreements, the obligations of the Borrower hereunder shall be limited
<PAGE>

         to an aggregate amount equal to the largest amount that would not
         render its obligations hereunder subject to avoidance under Section 548
         of the Bankruptcy Code or any comparable provisions of any applicable
         state law.

         Section 2.19      Defaulting Lenders; Limitation on Claims.

                  (a)        Generally. In addition to the rights and remedies
         that may be available to the Administrative Agent or the Borrower under
         this Agreement or applicable law, if at any time a Lender is a
         Defaulting Lender such Defaulting Lender's right to participate in the
         administration of the Loans, this Agreement and the other Credit
         Documents, including without limitation, any right to vote in respect
         of, to consent to or to direct any action or inaction of the
         Administrative Agent or to be taken into account in the calculation of
         the Required Lenders, shall be suspended during the pendency of such
         failure or refusal. If a Lender is a Defaulting Lender because it has
         failed to make timely payment to the Administrative Agent of any amount
         required to be paid to the Administrative Agent hereunder (without
         giving effect to any notice or cure periods), in addition to other
         rights and remedies which the Administrative Agent or the Borrower may
         have under the immediately preceding provisions or otherwise, the
         Administrative Agent shall be entitled (i) to collect interest from
         such Defaulting Lender on such delinquent payment for the period from
         the date on which the payment was due until the date on which the
         payment is made at the Federal Funds Effective Rate, (ii) to withhold
         or setoff and to apply in satisfaction of the defaulted payment and any
         related interest, any amounts otherwise payable to such Defaulting
         Lender under this Agreement or any other Credit Document until such
         defaulted payment and related interest has been paid in full and such
         default no longer exists and (iii) to bring an action or suit against
         such Defaulting Lender in a court of competent jurisdiction to recover
         the defaulted amount and any related interest. Any amounts received by
         the Administrative Agent in respect of a Defaulting Lender's Loans
         shall not be paid to such Defaulting Lender and shall be held
         uninvested by the Administrative Agent and either applied against the
         purchase price of such Loans under the following subsection (b) or paid
         to such Defaulting Lender upon the default of such Defaulting Lender
         being cured.

                  (b)        Purchase of Defaulting Lender's Commitment. Any
         Lender who is not a Defaulting Lender shall have the right, but not the
         obligation, in its sole discretion, to acquire all of a Defaulting
         Lender's Commitment. If more than one Lender exercises such right, each
         such Lender shall have the right to acquire such proportion of such
         Defaulting Lender's Commitment on a pro rata basis. Upon any such
         purchase, the Defaulting Lender's interest in the Loans and its rights
         hereunder (but not its liability in respect thereof or under the Credit
         Documents or this Agreement to the extent the same relate to the period
         prior to the effective date of the purchase) shall terminate on the
         date of purchase, and the Defaulting Lender shall promptly execute all
         documents reasonably requested to surrender and transfer such interest
         to the purchaser thereof subject to and in accordance with the
         requirements set forth in Section 9.6, including an appropriate
         Commitment Transfer Supplement. The purchase price for the Commitment
         of a Defaulting Lender shall be equal to the sum of the amount of the
         principal balance of the Loans outstanding and owed by the Borrower to
<PAGE>

         the Defaulting Lender, plus any accrued interest with respect thereto,
         plus any fees or other amounts owed by the Borrower to the Defaulting
         Lender. Prior to payment of such purchase price to a Defaulting Lender,
         the Administrative Agent shall apply against such purchase price any
         amounts retained by the Administrative Agent pursuant to the last
         sentence of the immediately preceding subsection (a). The Defaulting
         Lender shall be entitled to receive all amounts owed to it by the
         Borrower on account of principal of and interest on the Loans and the
         Notes, and fees and other amounts due under the Credit Documents which
         accrued prior to the date of the default by the Defaulting Lender, to
         the extent the same are received by the Administrative Agent from or on
         behalf of the Borrower. There shall be no recourse against any Lender
         or the Administrative Agent for the payment of such sums by the
         Borrower except to the extent of the receipt of payments from any other
         party or in respect of the Loans.

         Section 2.20      Replacement of Lenders.

         If any Lender shall become affected by any of the changes or events
described in Sections 2.12, 2.13, 2.14 or 2.16 (any such Lender being
hereinafter referred to as a "Replaced Lender") and shall petition the Borrower
for any increased cost or amounts thereunder, then in such case, the Borrower
may, upon at least five (5) Business Days' notice to the Administrative Agent
and such Replaced Lender, designate a replacement lender (a "Replacement
Lender") acceptable to the Administrative Agent in its reasonable discretion, to
which such Replaced Lender shall, subject to its receipt (unless a later date
for the remittance thereof shall be agreed upon by the Borrower and the Replaced
Lender) of all amounts owed to such Replaced Lender under Sections 2.12, 2.13,
2.14 or 2.16 assign all (but not less than all) of its rights, obligations,
Loans and Commitments hereunder; provided, that all amounts owed to such
Replaced Lender by the Borrower (except liabilities which by the terms hereof
survive the payment in full of the Loans and termination of this Agreement)
shall be paid in full as of the date of such assignment. Upon any assignment by
any Lender pursuant to this Section 2.20 becoming effective, the Replacement
Lender shall thereupon be deemed to be a "Lender" for all purposes of this
Agreement and such Replaced Lender shall thereupon cease to be a "Lender" for
all purposes of this Agreement and shall have no further rights or obligations
hereunder (other than pursuant to Sections 2.12, 2.13, 2.14, 2.16 and 9.5 while
such Replaced Lender was a Lender).

Notwithstanding any Replaced Lender's failure or refusal to assign its rights,
obligations, Loans and Commitments under this Section 2.20, the Replaced Lender
shall cease to be a "Lender" for all purposes of this Agreement and the
Replacement Lender substituted therefor upon payment to the Replaced Lender by
the Replacement Lender of all amounts set forth in this Section 2.20 without any
further action of the Replaced Lender.

<PAGE>

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         To induce the Lenders to enter into this Agreement and to make the
Extensions of Credit herein provided for, the Credit Parties hereby represent
and warrant to the Administrative Agent and to each Lender that:

         Section 3.1       Financial Condition.

         The consolidated balance sheets and the related statements of income,
retained earnings and cash flows of the Parent Guarantor and its Subsidiaries
for the fiscal year ending December 31, 2000, are complete and correct and
present fairly, in all material respects, the financial condition of, and the
results of operations for, such Persons as of such dates. All such financial
statements have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as disclosed therein). None of the
Parent Guarantor nor its Subsidiaries have on the date hereof any material
contingent liabilities, liabilities for taxes, unusual forward or long-term
commitments or unrealized or anticipated losses from any unfavorable
commitments, except as referred to or reflected or provided for in the balance
sheets referred to above.

         Section 3.2       No Change.

         Since December 31, 2000 (and after delivery of annual audited financial
statements in accordance with Section 5.1(a), from the date of the most recently
delivered annual audited financial statements) there has been no development or
event which has had or could reasonably be expected to have a Material Adverse
Effect.

         Section 3.3       Corporate Existence; Compliance with Law.

         Each of the Parent Guarantor and its Subsidiaries (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has the requisite power and authority and
the legal right to own and operate all its material property, to lease the
material property it operates as lessee and to conduct the business in which it
is currently engaged, (c) is duly qualified to conduct business and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
except to the extent that the failure to so qualify or be in good standing could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect
and (d) is in compliance with all Requirements of Law except to the extent that
the failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.

         Section 3.4       Corporate Power; Authorization; Enforceable
                           Obligations.

         Each of the Borrower and the other Credit Parties has full power and
authority and the legal right to make, deliver and perform the Credit Documents


<PAGE>

to which it is party and has taken all necessary action to authorize the
execution, delivery and performance by it of the Credit Documents to which it is
party. No consent or authorization of, filing with, notice to or other act by or
in respect of, any Governmental Authority or any other Person is required in
connection with the borrowings hereunder or with the execution, delivery or
performance of any Credit Document by the Borrower and the other Credit Parties
(other than those which have been obtained) or with the validity or
enforceability of any Credit Document against the Borrower and the other Credit
Parties (except such filings as are necessary in connection with the perfection
of the Liens created by such Credit Documents). Each Credit Document to which it
is a party has been duly executed and delivered on behalf of the Borrower and
the other Credit Parties, as the case may be. Each Credit Document to which it
is a party constitutes a legal, valid and binding obligation of the Borrower and
the other Credit Parties, as the case may be, enforceable against the Borrower
and Credit Parties, as the case may be, in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

         Section 3.5       No Legal Bar; No Default.

         The execution, delivery and performance of the Credit Documents, the
borrowings thereunder and the use of the proceeds of the Loans will not violate
any Requirement of Law or any Contractual Obligation of the Parent Guarantor or
its Subsidiaries (except those as to which waivers or consents have been
obtained), and will not result in, or require, the creation or imposition of any
Lien on any of its or their respective properties or revenues pursuant to any
Requirement of Law or Contractual Obligation other than the Liens arising under
or contemplated in connection with the Credit Documents. Neither the Parent
Guarantor nor any of its Subsidiaries is in default under or with respect to any
of its Contractual Obligations in any respect which could reasonably be expected
to have a Material Adverse Effect. No Default or Event of Default has occurred
and is continuing.

         Section 3.6       No Material Litigation.

         No litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority is pending or, to the best knowledge of the Credit
Parties, threatened by or against the Parent Guarantor or any of its
Subsidiaries or against any of its or their respective properties or revenues
(a) with respect to the Credit Documents or any Loan or any of the transactions
contemplated hereby, or (b) which, if adversely determined, could reasonably be
expected to have a Material Adverse Effect.

         Section 3.7       Government Acts.

                  (a)        Neither the Parent Guarantor nor any of its
         Subsidiaries is an "investment company", or a company "controlled" by
         an "investment company", within the meaning of the Investment Company
         Act of 1940, as amended.

                  (b)        Neither the Parent Guarantor nor any of its
         Subsidiaries is a "holding company", or an "affiliate" of a "holding
         company" or a "subsidiary company" of a "holding company", within the
         meaning of the Public Utility Holding Company Act of 1935, as amended.
<PAGE>

         Section 3.8       Margin Regulations.

         No part of the proceeds of any Loan hereunder will be used directly or
indirectly for any purpose which violates, or which would be inconsistent with,
the provisions of Regulation T, U or X of the Board of Governors of the Federal
Reserve System as now and from time to time hereafter in effect. The aggregate
value of all "margin stock" owned by the Parent Guarantor and its Subsidiaries
taken as a group does not exceed 25% of the value of their assets.

         Section 3.9       ERISA.

         Except as could not reasonably be expected to have a Material Adverse
 Effect,

                  (a)        neither a Reportable Event nor an "accumulated
         funding deficiency" (within the meaning of Section 412 of the Code or
         Section 302 of ERISA) has occurred during the five-year period prior to
         the date on which this representation is made or deemed made with
         respect to any Plan, and each Plan has complied in all material
         respects with the applicable provisions of ERISA and the Code;

                  (b)        no termination of a Single Employer Plan has
         occurred resulting in any liability that has remained underfunded, and
         no Lien in favor of the PBGC or a Plan has arisen, during such
         five-year period;

                  (c)        the present value of all accrued benefits under
         each Single Employer Plan (based on those assumptions used to fund such
         Plans) did not, as of the last annual valuation date prior to the date
         on which this representation is made or deemed made, exceed the value
         of the assets of such Plan allocable to such accrued benefits; and

                  (d)        neither the Parent Guarantor, nor any of its
         Subsidiaries, nor any Commonly Controlled Entity is currently subject
         to any liability for a complete or partial withdrawal from a
         Multiemployer Plan.

         Section 3.10      Environmental Matters.

         Except as to matters which could not reasonably be expected to have a
Material Adverse Effect:

                  (a)        the facilities and properties owned, leased or
         operated by the Parent Guarantor or any of its Subsidiaries (the "Real
         Properties") do not contain any Hazardous Materials in amounts or
         concentrations which (i) constitute a violation of, or (ii) could give
         rise to liability under, any Environmental Law;

                  (b)        the Real Properties and all operations of the
         Parent Guarantor and/or its Subsidiaries at the Real Properties are in
         compliance, and have in the last five years been in compliance, in all

<PAGE>

         material respects with all applicable Environmental Laws, and there is
         no contamination at, under or about the Real Properties or violation of
         any Environmental Law with respect to the Real Properties or the
         business operated by the Parent Guarantor or any of its Subsidiaries
         (the "Business");

                  (c)        neither the Parent Guarantor nor any of its
         Subsidiaries has received any written or actual notice of violation,
         alleged violation, non-compliance,  liability or potential liability
         regarding environmental matters or compliance with Environmental Laws
         with regard to any of the Real Properties or the Business, nor does the
         Parent Guarantor or any of its Subsidiaries have knowledge or reason to
         believe that any such notice will be received or is being threatened;

                  (d)        Hazardous Materials have not been transported or
         disposed of from the Real Properties in violation of, or in a manner or
         to a location which could give rise to liability under any
         Environmental Law, nor have any Hazardous Materials been generated,
         treated, stored or disposed of at, on or under any of the Real
         Properties in violation of, or in a manner that could give rise to
         liability under, any applicable Environmental Law;

                  (e)        no judicial proceeding or governmental or
         administrative action is pending or, to the knowledge of the Credit
         Parties, threatened, under any Environmental Law to which the Parent
         Guarantor or any Subsidiary is or will be named as a party with respect
         to the Real Properties or the Business, 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 the Real
         Properties or the Business; and

                  (f)       there has been no release or threat of release of
         Hazardous Materials at or from the Real Properties, or arising from or
         related to the operations of the Parent Guarantor or any Subsidiary in
         connection with the Real Properties or otherwise in connection with the
         Business, in violation of or in amounts or in a manner that could give
         rise to liability under Environmental Laws.

         Section 3.11      Purpose of Loans.

         The proceeds of the Loans hereunder shall be used solely by the
Borrower to (i) refinance existing Indebtedness and (ii) provide for working
capital and other general corporate purposes, including Permitted Acquisitions
and repurchases of the Capital Stock of the Parent Guarantor. The Letters of
Credit shall be used for general corporate purposes.

         Section 3.12      Subsidiaries.

         Set forth on Schedule 3.12 is a complete and accurate list of all
Subsidiaries of the Parent Guarantor. Information on the attached Schedule
includes state of incorporation; the number of shares of each class of Capital
Stock or other equity interests outstanding; the number and percentage of
outstanding shares of each class of stock owned by Parent Guarantor or its

<PAGE>

Subsidiaries; and the number and effect, if exercised, of all outstanding
options, warrants, rights of conversion or purchase and similar rights. The
outstanding Capital Stock and other equity interests of all such Subsidiaries is
validly issued, fully paid and non-assessable and is owned, free and clear of
all Liens.

         Section 3.13      Ownership.

         Each of the Parent Guarantor and its Subsidiaries (a) is the owner of,
and has good and marketable title to, all of its respective assets, except as
may be permitted pursuant to Section 6.12 hereof, and none of such assets is
subject to any Lien other than Permitted Liens and (b) enjoys peaceful and
undisturbed possession of all leased and owned Real Properties that are
necessary for the operation and conduct of its business.

         Section 3.14      Indebtedness.

         Except as otherwise permitted under Section 6.1, the Parent Guarantor
and its Subsidiaries have no Indebtedness.

         Section 3.15      Taxes.

         Each of the Parent Guarantor and its Subsidiaries has filed, or caused
to be filed, all tax returns (federal, state, local and foreign) required to be
filed and paid (a) all amounts of taxes shown thereon to be due (including
interest and penalties) and (b) all other taxes, fees, assessments and other
governmental charges (including mortgage recording taxes, documentary stamp
taxes and intangibles taxes) owing by it, except for such taxes (i) which are
not yet delinquent or (ii) that are being contested in good faith and by proper
proceedings, and against which adequate reserves are being maintained in
accordance with GAAP or (iii) the failure to file and pay such taxes could not
reasonably be expected to have a Material Adverse Effect. Neither the Parent
Guarantor nor any of its Subsidiaries is aware of any proposed tax assessments
against it or any of its Subsidiaries which could reasonably be expected to have
a Material Adverse Effect.

         Section 3.16      Intellectual Property.

         Each of the Parent Guarantor and its Subsidiaries owns, or has the
legal right to use, all trademarks, tradenames, patents, copyrights, technology,
know-how and processes (collectively, the "Intellectual Property") necessary for
each of them to conduct its business as currently conducted. No claim has been
asserted and is pending by any Person challenging or questioning the use of any
such Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor does the Parent Guarantor or any of its Subsidiaries
know of any such claim, and, to the knowledge of the Credit Parties, the use of
such Intellectual Property by the Parent Guarantor or any of its Subsidiaries
does not infringe on the rights of any Person, except for such claims and
infringements that in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.
<PAGE>

         Section 3.17      Solvency.

         The fair saleable value of each Credit Party's assets, measured on a
going concern basis, exceeds all probable liabilities, including those to be
incurred pursuant to this Credit Agreement. None of the Credit Parties (a) has
unreasonably small capital in relation to the business in which it is or
proposes to be engaged or (b) has incurred, or believes that it will incur after
giving effect to the transactions contemplated by this Credit Agreement,
Indebtedness beyond its ability to pay such Indebtedness as it becomes due.

         Section 3.18      Investments.

         All Investments of each of the Parent Guarantor and its Subsidiaries
are Permitted Investments.

         Section 3.19      No Burdensome Restrictions.

         None of the Parent Guarantor or any of its Subsidiaries is a party to
any agreement or instrument or subject to any other obligation or any charter or
corporate restriction or any provision of any applicable law, rule or regulation
which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

         Section 3.20      Brokers' Fees.

         None of the Parent Guarantor nor any of its Subsidiaries has any
obligation to any Person in respect of any finder's, broker's, investment
banking or other similar fee in connection with any of the transactions
contemplated under the Credit Documents other than the closing and other fees
payable pursuant to this Credit Agreement and the Fee Letter.

         Section 3.21      Labor Matters.

         None of the Parent Guarantor or any of its Subsidiaries (i) has
suffered any strikes, walkouts, work stoppages or other material labor
difficulty within the last five years or (ii) has knowledge of any potential or
pending strike, walkout or work stoppage.

         Section 3.22      Accuracy and Completeness of Information.

         All factual information heretofore, contemporaneously or hereafter
furnished by or on behalf of the Parent Guarantor or any of its Subsidiaries to
the Administrative Agent or any Lender for purposes of or in connection with
this Agreement or any other Credit Document, or any transaction contemplated
hereby or thereby, is or will be true and accurate in all material respects and
not incomplete by omitting to state any material fact necessary to make such
information not misleading. There is no fact now known to the Parent Guarantor
or any of its Subsidiaries which has, or could reasonably be expected to have, a
Material Adverse Effect which fact has not been set forth herein, in the
financial statements of the Parent Guarantor and its Subsidiaries furnished to
the Administrative Agent and/or the Lenders, or in any certificate, opinion or
other written statement made or furnished by the Parent Guarantor or any of its
Subsidiaries to the Administrative Agent and/or the Lenders.
<PAGE>


                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         Section 4.1       Conditions to Closing Date and Initial Revolving
                           Loans.

         This Agreement shall become effective upon, and the obligation of each
Lender to make the initial Extension of Credit on the Closing Date is subject
to, the satisfaction of the following conditions precedent:

                  (a)      Execution of Agreement. The Administrative Agent
         shall have received (i) counterparts of this Agreement, executed by a
         duly authorized officer of each party hereto and (ii) for the account
         of each Lender, Revolving Notes, in each case conforming to the
         requirements of this Agreement and executed by a duly authorized
         officer of the Borrower.

                  (b)      Authority  Documents.  The  Administrative  Agent
         shall  have  received  a  secretary's certificate substantially in the
         form of Schedule 4.1(b) with respect to the following:

                           (i)        Charter Documents.  Copies of the
                  articles of  incorporation or other organizational
                  documents, as applicable, of each Credit Party and each
                  corporate general partner or managing member of a Credit Party
                  certified to be true and complete as of a recent date by the
                  appropriate Governmental Authority of the state of its
                  organization.

                           (ii)       Resolutions. Copies of resolutions or
                  certificate of authorization of the board of directors,
                  general partner or managing member of each Credit Party
                  approving and adopting the Credit Documents, the transactions
                  contemplated therein and authorizing execution and delivery
                  thereof, certified by an officer, general partner or managing
                  member of such Credit Party as of the Closing Date to be true
                  and correct and in force and effect as of such date.

                           (iii)      Bylaws; Operating Agreements; Etc.. A copy
                  of the bylaws, operating agreement or other governing document
                  of each Credit Party and each corporate general partner or
                  managing member of a Credit Party certified by an officer of
                  such Credit Party or corporate general partner or managing
                  member as of the Closing Date to be true and correct and in
                  force and effect as of such date.

                           (iv)       Good Standing. Copies of certificates of
                  good standing, existence or its equivalent with respect to
                  each Credit Party certified as of a recent date by the
                  appropriate Governmental Authorities of the state of

<PAGE>

                  incorporation and each other state in which the failure to so
                  qualify and be in good standing could reasonably be expected
                  to have a Material Adverse Effect on the business or
                  operations of the Parent Guarantor and its Subsidiaries, taken
                  as a whole.

                           (v)        Incumbency. An incumbency certificate of
                  each Credit Party and each corporate general partner or
                  managing member of a Credit Party certified by a secretary or
                  assistant secretary to be true and correct as of the Closing
                  Date.

                  (c)        Legal Opinions of Counsel. The
         Administrative Agent shall have received an opinion of legal counsel
         for the Credit Parties, dated the Closing Date and addressed to the
         Administrative Agent and the Lenders, in form and substance acceptable
         to the Administrative Agent.

                  (d)      [Reserved].

                  (e)      Liability and Casualty  Insurance. The Administrative
         Agent shall have received copies of insurance  policies or certificates
         of insurance  evidencing  liability and casualty  insurance meeting
         the requirements set forth herein.

                  (f)      Fees.  The  Administrative  Agent shall have received
         all fees, if any,  owing  pursuant to the Fee Letter and Section 2.3.

                  (g)         Litigation. There shall not exist any pending
         litigation or investigation affecting or relating to the Parent
         Guarantor or any of its Subsidiaries, this Agreement and the other
         Credit Documents that in the reasonable judgment of the Administrative
         Agent could reasonably be expected to have a Material Adverse Effect on
         the Parent Guarantor or any of its Subsidiaries, this Agreement and the
         other Credit Documents, that has not been settled, dismissed, vacated,
         discharged or terminated prior to the Closing Date.

                  (h)         Solvency Evidence.  The  Administrative
         Agent shall have received an officer's certificate for the Credit
         Parties prepared by the chief financial officer or treasurer of the
         Parent Guarantor and the Borrower as to the financial condition,
         solvency and related matters of the Credit Parties taken as a whole,
         after giving effect to the initial borrowings under the Credit
         Documents and the initial financings under the ELLF Facility Documents,
         in substantially the form of Schedule 4.1(h) hereto.

                  (i)      Account  Designation Letter. The Administrative Agent
         shall have received the executed Account Designation Letter in the form
         of Schedule 1.1(a) hereto.

                  (j)      Corporate Structure. The corporate capital and
         ownership structure of the Parent Guarantor and its Subsidiaries shall
         be as described in Schedule 3.12. The Administrative Agent shall be
         satisfied with the management structure, legal structure,
         voting control, liquidity and capitalization of the Parent
         Guarantor and the Borrower as of the Closing Date.
<PAGE>

                  (k)      ELLF Facility. The ELLF Facility shall have become
         effective according to the terms thereof. The Administrative Agent
         shall have received a copy of the ELLF Facility Documents, certified by
         an officer of the Borrower to be true and correct and in full force and
         effect.

                  (l)      [Reserved].


                  (m)      Consents. The  Administrative Agent
         shall have  received  evidence that all governmental,
         shareholder and material third party consents and approvals necessary
         in connection with the financings and other transactions contemplated
         hereby have been obtained and all applicable waiting periods have
         expired without any action being taken by any authority that could
         restrain, prevent or impose any material adverse conditions on such
         transactions or that could seek or threaten any of the foregoing.

                  (n)      Compliance with Laws. The financings and other
         transactions contemplated hereby shall be in compliance with all
         applicable laws and regulations (including Environmental Laws and all
         applicable securities and banking laws, rules and regulations).

                  (o)      Bankruptcy.  There shall be no  bankruptcy  or
         insolvency  proceedings  with respect to the Parent Guarantor or any of
         its Subsidiaries.

                  (p)      Financial  Statements.  The  Administrative  Agent
         shall  have  received  copies of the financial statements referred to
         in Section 3.1 hereof.

                  (q)      Material Adverse Change. Since December 31, 2000,
         there shall not have occurred any change or event which could
         reasonably be expected to have a Material Adverse Effect on the
         business, assets, liabilities (actual or contingent), operations or
         condition (financial or otherwise) of the Parent Guarantor and its
         Subsidiaries taken as a whole, or the facts and information regarding
         such entities as represented to date.

                  (r)      Officer's Certificates. The Administrative Agent
         shall have received a certificate or certificates executed by the chief
         financial officer or treasurer of the Parent Guarantor and the Borrower
         on behalf of the Credit Parties as of the Closing Date stating that (A)
         the Credit Parties and each of their Subsidiaries are in compliance
         with all existing material financial obligations, (B) all governmental,
         shareholder and third party consents and approvals, if any, with
         respect to the Credit Documents and the transactions contemplated
         thereby have been obtained, (C) no action, suit, investigation or
         proceeding is pending or threatened in any court or before any
         arbitrator or governmental instrumentality that purports to affect a
         Credit Party, any of the Credit Parties' Subsidiaries or any
         transaction contemplated by the Credit Documents,  if such
         action,  suit, investigation or proceeding would have or be
         reasonably expected to have a Material Adverse Effect, and (D)
         immediately after giving effect to this Credit Agreement, the other
         Credit Documents and all the transactions contemplated therein to occur
         on such date, including the initial financings under the ELLF Facility
         Documents, (1) no Default or Event of Default exists, (2) all
         representations and warranties contained herein and in the other Credit
         Documents are true and correct in all material respects, and (3) the
         Credit Parties are in compliance with each of the financial covenants
         set forth in Section 5.9.
<PAGE>

                  (s)      Projections. The Administrative Agent shall have
         received the five year financial and operational projections for the
         Parent Guarantor and its Subsidiaries for the fiscal years 2001 through
         2005, together with a detailed explanation of all management
         assumptions contained therein, which projections shall be in form and
         substance satisfactory to the Administrative Agent.

                  (t)      Additional  Matters.  All other  documents  and legal
         matters  in  connection  with the transactions  contemplated  by this
         Agreement shall be reasonably  satisfactory  in form and substance to
         the Administrative Agent and its counsel.

         Section 4.2       Conditions to All Extensions of Credit.

         The obligation of each Lender to make any Extension of Credit hereunder
is subject to the satisfaction of the following conditions precedent on the date
of making such Extension of Credit:

                  (a)      Representations and Warranties. The representations
         and warranties made by the Credit Parties herein or which are contained
         in any certificate furnished at any time under or in connection
         herewith shall be true and correct in all material respects on and as
         of the date of such Extension of Credit as if made on and as of such
         date (or, if any such representation or warranty is expressly stated to
         have been made as of a specific date, as of such specific date).

                  (b)      No Default or Event of Default. No Default or Event
         of Default shall have occurred and be continuing on such date or after
         giving effect to the Extension of Credit to be made on such date unless
         such Default or Event of Default shall have been waived in accordance
         with this Agreement.

                  (c) ______ Compliance with Commitments. Immediately after
         giving effect to the making of any such Extension of Credit (and the
         application of the proceeds thereof), (i) the sum of the aggregate
         principal amount of outstanding Revolving Loans plus LOC Obligations
         shall not exceed the Revolving Committed Amount and (ii) the LOC
         Obligations shall not exceed the LOC Committed Amount.

                  (d)      Additional  Conditions  to  Revolving  Loans.  If
         such Loan is made  pursuant to Section 2.1, all conditions set forth in
         such Section shall have been satisfied.

                  (e)      Additional  Conditions  to  Letters  of  Credit.
         If such  Extension  of  Credit is made pursuant to Section 2.2, all
         conditions set forth in such Section shall have been satisfied.
<PAGE>

         Each request for an Extension of Credit and each acceptance by the
Borrower of any such Extension of Credit shall be deemed to constitute a
representation and warranty by the Borrower as of the date of such Extension of
Credit that the applicable conditions in paragraphs (a) through (e) of this
Section have been satisfied.


                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

         The Credit Parties hereby covenant and agree that on the Closing Date,
and thereafter for so long as this Agreement is in effect and until the
Commitments have terminated, no Note remains outstanding and unpaid and the
Credit Party Obligations, together with interest, the Facility Fee and all other
amounts owing to the Administrative Agent, any Issuing Lender or any Lender
hereunder, are paid in full, the Credit Parties shall, and shall cause each of
their respective Subsidiaries to:

         Section 5.1       Financial Statements.

         Furnish to the Administrative Agent and each of the Lenders:

                  (a)        Annual Financial Statements. As soon as available
         and in any event within 90 days after the end of each fiscal year of
         the Parent Guarantor (i) consolidated statements of income,
         stockholders' equity and cash flows of the Parent Guarantor and its
         Subsidiaries for such fiscal year and (ii) the related consolidated
         balance sheet of the Parent Guarantor and its Subsidiaries as at the
         end of such fiscal year, setting forth in each case in comparative form
         the corresponding consolidated figures for the preceding fiscal year,
         and accompanied by an unqualified opinion thereon of independent
         certified public accountants of recognized national standing, which
         opinion shall state that such consolidated financial statements fairly
         present the consolidated financial condition and results of operations
         of the Parent Guarantor and its Subsidiaries, as at the end of, and
         for, such fiscal year in accordance with GAAP, and a certificate of
         such accountants stating that, in making the examination necessary for
         their opinion, they obtained no knowledge, except as specifically
         stated, of any Default or Event of Default; and

                  (b)        Quarterly Financial Statements. As soon as
         available and in any event within 45 days after the end of each of the
         first three quarterly fiscal periods of each fiscal year of the Parent
         Guarantor, (i) consolidated statements of income and cash flows of the
         Parent Guarantor and its Subsidiaries and (ii) the related ___
         consolidated balance sheet of the Parent Guarantor and its
         Subsidiaries, in each case for such period and for the period from the
         beginning of the respective fiscal year to the end of such period,
         setting forth in each case in comparative form the corresponding
         consolidated figures for the corresponding periods in the preceding
         fiscal year, accompanied by a certificate of a Responsible Officer of
         the Parent Guarantor and the Borrower, which certificate shall state
         that such consolidated financial statements fairly present the
         consolidated financial condition and results of operations of the
         Parent Guarantor and its Subsidiaries, in accordance with GAAP
         consistently applied, as at the end of, and for, such period (subject
         to normal year-end audit adjustments); and
<PAGE>

all such financial statements to be accompanied by a description of, and an
estimation of the effect on the financial statements on account of, a change, if
any, in the application of accounting principles as provided in Section 1.3.

         Section 5.2       Certificates; Other Information.

         Furnish to the Administrative Agent and each of the Lenders:

                  (a)      promptly upon their becoming available, copies of
         all registration statements and regular periodic reports, if any, that
         the Parent Guarantor or any Subsidiary shall have filed with the SEC or
         any national securities exchange;

                  (b)      promptly upon mailing  thereof to the  shareholders
         of the Parent Guarantor  generally, copies of all financial statements,
         reports and proxy statements so mailed;

                  (c)      at the time it furnishes each set of financial
         statements pursuant to Sections 5.1(a) and 5.1(b) above, a certificate
         of a Responsible Officer of the Parent Guarantor and the Borrower (i)
         certifying that (A) each of the Credit Parties during such period
         observed or performed in all material respects all of its covenants and
         other agreements, and satisfied in all material respects every
         condition contained in this Agreement to be observed, performed or
         satisfied by it, and (B) no Default or Event of Default has occurred
         and is continuing (or, if any Default or Event of Default has occurred
         and is continuing, describing the same in reasonable detail and
         describing the action that the Parent Guarantor or the Borrower has
         taken or proposes to take with respect thereto) and (ii) setting forth
         in reasonable detail the computations necessary to determine whether
         the Credit Parties are in compliance with Section 5.9 hereof as of the
         end of the respective quarterly fiscal period or fiscal year;

                  (d)      from time to time such other information
         regarding the financial condition, operations, business or
         prospects of the Parent Guarantor or any of its Subsidiaries
         (including, without limitation, any Plan or Multiemployer Plan and any
         reports or other information required to be filed under ERISA) as any
         Lender or the Administrative Agent may reasonably request.

         Section 5.3       Payment of Obligations.

         Pay, discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, in accordance with industry practice
(subject, where applicable, to specified grace periods) all of its material
obligations of whatever nature and any additional costs that are imposed as a
result of any failure to so pay, discharge or otherwise satisfy such
obligations, except when the amount or validity of such obligations and costs is
currently being contested in good faith by appropriate proceedings and reserves,
if applicable, in conformity with GAAP with respect thereto have been provided
on the books of the Parent Guarantor or its Subsidiaries, as the case may be, or
failure to pay could not reasonably be expected to have a Material Adverse
Effect.
<PAGE>

         Section 5.4       Conduct of Business and Maintenance of Existence.

                  (a)        Preserve and maintain its legal existence and all
         of its material rights, privileges, licenses and franchises (provided
         that nothing in this Section 5.4 shall prohibit any transaction
         expressly permitted under Section 6.4 hereof).

                  (b)        Pay and discharge all taxes, assessments and
         governmental charges or levies imposed on it or on its income or
         profits or on any of its assets prior to the date on which penalties
         attach thereto, except for any such tax, assessment, charge or levy the
         payment of which is being contested in good faith and by proper
         proceedings and against which adequate reserves are being maintained or
         where failure to pay any such tax, assessment, charge or levy could not
         reasonably be expected to have a Material Adverse Effect.

         Section 5.5       Maintenance of Property; Insurance.

                  (a)        Keep all material property used or useful in its
         business in good working order and condition (ordinary wear and tear
         and obsolescence excepted).

                  (b)        Maintain insurance with financially sound and
         reputable insurance companies, and with respect to Property and risks
         of a character usually maintained by corporations engaged in the same
         or similar business similarly situated, against loss, damage and
         liability of the kinds and in the amounts customarily maintained by
         such corporations, including self-insurance.

         Section 5.6     Inspection of Property; Books and Records; Discussions.

                  (a)        Keep adequate records and books of account in which
         complete entries in accordance with GAAP consistently applied and all
         Requirements of Law shall be made of all dealings and transactions in
         relation to its businesses and activities.

                  (b) Upon reasonable prior notice, permit
         representatives of any Lender or the Administrative Agent,
         during normal business hours, to examine, copy and make extracts from
         its books and records, to inspect any of its Real Properties, and to
         discuss its business and affairs with its officers, all to the extent
         reasonably requested by such Lender or the Administrative Agent (as the
         case may be).

         Section 5.7       Notices.

         Give prompt notice in writing to the Administrative Agent (which shall
promptly transmit such notice to each Lender) of:

                  (a)      within five  Business  Days after any Credit Party
         knows or has reason to know  thereof, the occurrence of any Default or
         Event of Default;
<PAGE>

                  (b)      any default or event of default under any
         Contractual Obligation of the Parent Guarantor or any of its
         Subsidiaries which could reasonably be expected to have a Material
         Adverse Effect;

                  (c)      any legal or arbitral proceedings before any
         Governmental Authority and any material development in respect of such
         legal or other proceedings affecting the Parent Guarantor or any of its
         Subsidiaries, except proceedings that, if adversely determined, would
         not (either individually or in the aggregate) have a Material Adverse
         Effect;

                  (d)      as soon as possible, and in any event within ten
         days after any Credit Party or any of its Subsidiaries knows or has
         reason to believe that any of the events or conditions specified below
         with respect to any Plan or Multiemployer Plan has occurred or exists,
         a statement signed by a Responsible Officer of the Parent Guarantor or
         such Credit Party setting forth details respecting such event or
         condition and the action, if any, that the Parent Guarantor, any Credit
         Party or any ERISA Affiliate proposes to take with respect thereto (and
         a copy of any report or notice required to be filed with or given to
         PBGC by the Parent Guarantor, any other Credit Party or any ERISA
         Affiliate with respect to such event or condition):

                           (i)        any Reportable Event with respect to a
                  Plan, as to which PBGC has not by regulation waived the
                  requirement of Section 4043(a) of ERISA that it be notified
                  within 30 days of the occurrence of such event (provided that
                  a failure to meet the minimum funding standard of Section 412
                  of the Code or Section 302 of ERISA, including, without
                  limitation, the failure to make on or before its due date a
                  required installment under Section 412(m) of the Code or
                  Section 302(e) of ERISA, shall be a reportable event
                  regardless of the issuance of any waivers in accordance with
                  Section 412(d) of the Code) and any request for a waiver under
                  Section 412(d) of the Code for any Plan;

                           (ii)       the distribution under Section 4041 of
                  ERISA of a notice of intent to terminate any Plan or any
                  action taken by any Credit Party or any of its Subsidiaries or
                  any ERISA Affiliate to terminate any Plan;

                           (iii)      the institution by PBGC of proceedings
                  under Section 4042 of ERISA for the termination of, or the
                  appointment of a trustee to administer, any Plan, or the
                  receipt by any Credit Party or any of its Subsidiaries or any
                  ERISA Affiliate of a notice from a Multiemployer Plan that
                  such action has been taken by PBGC with respect to such
                  Multiemployer Plan;

                           (iv)       the complete or partial withdrawal from a
                  Multiemployer Plan by any Credit Party or any of its
                  Subsidiaries or any ERISA Affiliate that results in liability
                  under Section 4201 or 4204 of ERISA (including the obligation
                  to satisfy secondary liability as a result of a purchaser
                  default) or the receipt by any Credit Party or any of its
                  Subsidiaries or any ERISA Affiliate of notice from a

<PAGE>

                  Multiemployer Plan that it is in reorganization or insolvency
                  pursuant to Section 4241 or 4245 of ERISA or that it intends
                  to terminate or has terminated under Section 4041A of ERISA;

                           (v)        the institution of a proceeding by a
                  fiduciary of any Multiemployer Plan against any Credit Party
                  or any of its Subsidiaries or any ERISA Affiliate to enforce
                  Section 515 of ERISA, which proceeding is not dismissed within
                  30 days; and

                           (vi)       the adoption of an amendment to any Plan
                  that, pursuant to Section 401(a)(29) of the Code or Section
                  307 of ERISA, would result in the loss of tax-exempt status of
                  the trust of which such Plan is a part if any Credit Party or
                  any of its Subsidiaries or any ERISA Affiliate fails to timely
                  provide security to the Plan in accordance with the provisions
                  of said Sections;

                  (e)       any assertion of any Environmental Claim by any
         Person against, or with respect to the activities of, the Parent
         Guarantor or any of its Subsidiaries and notice of any alleged
         violation of or non-compliance with any Environmental Laws or any
         permits, licenses or authorizations, other than any Environmental Claim
         or alleged violation that, if adversely determined, would not (either
         individually or in the aggregate) have a Material Adverse Effect; and

                  (f)      any other  development  or event which could
         reasonably  be expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Parent Guarantor or the Borrower proposes to take
with respect thereto. In the case of any notice of a Default or Event of
Default, the Borrower shall specify that such notice is a Default or Event of
Default notice on the face thereof.

         Section 5.8       Environmental Laws.

         Without limiting the general terms set forth in Section 5.11:

                  (a)        Comply in all material respects with, and ensure
         compliance in all material respects by all tenants and subtenants, if
         any, with, all applicable Environmental Laws and obtain and comply in
         all material respects with and maintain, and ensure that all tenants
         and subtenants obtain and comply in all material respects with and
         maintain, any and all licenses, approvals, notifications, registrations
         or permits required by applicable Environmental Laws except to the
         extent that failure to do so could not reasonably be expected to have a
         Material Adverse Effect;

                  (b)       Conduct and complete all investigations, studies,
         sampling and testing, and all remedial, removal and other actions
         required under Environmental Laws and promptly comply in all material
         respects with all lawful orders and directives of all Governmental
         Authorities regarding Environmental Laws except to the extent that the

<PAGE>

         same are being contested in good faith by appropriate proceedings and
         the pendency of such proceedings could not reasonably be expected to
         have a Material Adverse Effect; and

                  (c)       Defend, indemnify and hold harmless the
         Administrative Agent and the Lenders, and their respective employees,
         agents, officers and directors, from and against any and all claims,
         demands, penalties, fines, liabilities, settlements, damages, costs and
         expenses of whatever kind or nature known or unknown, contingent or
         otherwise, arising out of, or in any way relating to the violation of,
         noncompliance with or liability under, any Environmental Law applicable
         to the operations of the Parent Guarantor any of its Subsidiaries or
         the Real Properties, or any orders, requirements or demands of
         Governmental Authorities related thereto,  including, without
         limitation, reasonable attorney's and consultant's fees,
         investigation and laboratory fees, response costs, court costs and
         litigation expenses, except to the extent that any of the foregoing
         arise out of the gross negligence or willful misconduct of the party
         seeking indemnification therefor. The agreements in this paragraph
         shall survive repayment of the Notes and all other amounts payable
         hereunder.

         Section 5.9       Financial Covenants.

         Commencing on the day immediately following the Closing Date, the
Parent Guarantor shall, and shall cause each of its Subsidiaries to, comply with
the following financial covenants:

                  (a)      Leverage  Ratio.  The Leverage  Ratio,  as of the
         last day of each fiscal quarter of the Parent Guarantor and its
         Subsidiaries, shall be less than or equal to 1.50 to 1.0.

                  (b)      Fixed Charge  Coverage  Ratio.  The Fixed Charge
         Coverage  Ratio, as of the last day of each fiscal quarter of the
         Parent Guarantor and its  Subsidiaries,  shall be greater than or equal
         to 2.75 to 1.0.

         Section 5.10      Obligations Regarding Subsidiaries; Additional
                           Subsidiary Guarantors.

                  (a)        Except as permitted by Section 6.4, the Parent
         Guarantor will, and will cause each of its Subsidiaries to take such
         action from time to time as shall be necessary to ensure that each of
         its Subsidiaries remains a Subsidiary at all times.

                  (b)       The Credit Parties will cause each of their Domestic
         Subsidiaries, whether newly formed, after acquired or otherwise
         existing, to promptly become a Guarantor hereunder by way of execution
         of a Joinder Agreement and take such other action as may be required
         pursuant to the terms of Section 5.12.

         Section 5.11      Compliance with Law.

         Each Credit Party will, and will cause each of its Subsidiaries to,
comply with all laws, rules, regulations and orders, and all applicable
restrictions imposed by all Governmental Authorities, applicable to it and its
assets if noncompliance with any such law, rule, regulation, order or
restriction could reasonably be expected to have a Material Adverse Effect.
<PAGE>

         Section 5.12      Additional Credit Parties.

         Subject to Section 5.13, as soon as practicable and in any event within
30 days after any Person (whether newly formed, acquired or otherwise) becomes a
Subsidiary of any Credit Party, the Borrower shall provide the Administrative
Agent with written notice thereof and shall (a) if such Person is a Domestic
Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement
in substantially the same form as Schedule 5.12, and (b) deliver such other
documentation as the Administrative Agent may reasonably request in connection
with the foregoing, including, without limitation, certified resolutions and
other organizational and authorizing documents of such Person and favorable
opinions of counsel to such Person (which shall cover, among other things, the
legality, validity, binding effect and enforceability of the documentation
referred to above).

         Section 5.13      Covenants Related to Certain Subsidiaries.

         Within six months  following the Closing Date,  the Parent  Guarantor
shall cause Dollar  Express, Inc., DE&S Finance Company,  Dollar Express Stores,
Inc., Dollar Express Management,  Inc. and Dollar Express Royalties, Inc. to
either (a) be liquidated and dissolved or (b) become Guarantors pursuant to
Section 5.12


                                   ARTICLE VI

                               NEGATIVE COVENANTS

         The Credit Parties hereby covenant and agree that on the Closing Date,
and thereafter for so long as this Agreement is in effect and until the
Commitments have terminated, no Note remains outstanding and unpaid and the
Credit Party Obligations, together with interest, the Facility Fee and all other
amounts owing to the Administrative Agent or any Lender hereunder, are paid in
full, the Credit Parties shall, and shall cause each of their respective
Subsidiaries, to act in accordance with the following:

         Section 6.1       Indebtedness.

         The Parent Guarantor will not, nor will it permit any Subsidiary to,
contract, create, incur, assume or permit to exist any Indebtedness, except:

                  (a)      Indebtedness arising or existing under this Agreement
         and the other Credit Documents;

                  (b)      Indebtedness of the Parent Guarantor and its
         Subsidiaries existing as of the Closing Date as referenced in the
         financial statements referenced in Section 3.1 (and set out more
         specifically in Schedule 6.1(b)) hereto and renewals, refinancings or

<PAGE>

         extensions thereof in a principal amount not in excess of that
         outstanding as of the date of such renewal, refinancing or extension;

                  (c)      Indebtedness (including Capital Lease Obligations)
         incurred to finance the purchase of equipment, and other Capital Lease
         Obligations, not to exceed, when added to Indebtedness outstanding
         pursuant to Section 6.1(e) hereof, 10% of Consolidated Net Worth in the
         aggregate outstanding at any time; provided that (i) such Indebtedness
         when incurred shall not exceed the purchase price or cost of
         construction of such asset and (ii) no such Indebtedness shall be
         refinanced for a principal amount in excess of the principal balance
         outstanding thereon at the time of such refinancing;

                  (d)      intercompany Indebtedness of one Credit Party to
         another Credit Party;

                  (e)      additional Indebtedness of the Credit Parties up to
         but not exceeding, when added to Indebtedness outstanding pursuant to
         Section 6.1(c) hereof, 10% of Consolidated Net Worth in the aggregate
         outstanding at any time;

                  (f)      Indebtedness in respect of Hedging Agreements to the
         extent permitted hereunder; and

                  (g)      Indebtedness evidenced by the ELLF Facility
         Documents in an aggregate amount not to exceed $165,000,000, provided
         that the aggregate amount thereunder may be increased from time to time
         by the parties thereto with the prior written consent of the Required
         Lenders.

         Section 6.2       Liens.

         The Parent Guarantor will not, nor will it permit any Subsidiary to,
contract, create, incur, assume or permit to exist any Lien with respect to any
of its assets (other than "margin stock" within the meaning of Regulation U),
whether now owned or hereafter acquired, except for Permitted Liens.

         Section 6.3       Nature of Business.

         Neither the Parent Guarantor nor any of its Subsidiaries will engage in
any line or lines of business activity other than those conducted as of the
Closing Date, except for lines of business which generate less than 1% of the
gross revenues of the Parent Guarantor and its Subsidiaries on a consolidated
basis.

         Section 6.4     Consolidation, Merger, Sale or Purchase of Assets, etc.

         The Parent Guarantor will not, nor will it permit any Subsidiary to,

                  (a)      except as provided in Section 5.12, enter into
         any transaction of merger or consolidation or amalgamation, or
         liquidate, wind up or dissolve itself (or suffer any liquidation or
         dissolution);
<PAGE>

                  (b)      acquire  any  business  or  assets  from,  or Capital
         Stock  of,  or be a party to any acquisition of, any Person except:

                           (i)      for  purchases of inventory and other assets
                  to be sold or used in the ordinary course of business; and

                           (ii)     Investments permitted under Section 6.5
                  hereof;

                  (c)        convey, sell, lease, transfer or otherwise dispose
         of, in one transaction or a series of transactions, any part of its
         business or assets, whether now owned or hereafter acquired (including,
         without limitation, receivables and leasehold interests), but
         excluding:

                           (i)      any Excluded Disposition;

                           (ii)     obsolete or worn-out Property, tools or
                  equipment no longer used or useful in its business (other than
                  any Excluded Disposition) or real Property no longer used or
                  useful in its business;

                           (iii)    any sale, lease or transfer of assets from a
                  Credit  Party to another  Credit Party; and

                           (iv)     other assets provided that the aggregate
                  current market value of all assets so sold or transferred (in
                  each case determined at the time of such sale or transfer)
                  shall not at any time exceed, when added to the assets sold or
                  transferred pursuant to Section 6.12 hereof, 10% of the
                  current market value of the total assets of the Parent
                  Guarantor and its Subsidiaries and immediately after giving
                  effect to such transaction, the Parent Guarantor and its
                  Subsidiaries shall be in compliance with the financial
                  covenants set forth in Section 5.9 hereof on a Pro Forma
                  Basis; provided, that in each case with respect to subsection
                  (iv) above at least 85% of the consideration received therefor
                  by the Parent Guarantor or any such Subsidiary is in the form
                  of cash or Cash Equivalents; and

                  (d)      Notwithstanding the foregoing provisions of this
         Section 6.4, so long as no Default or Event of Default shall have
         occurred and be continuing, and after giving effect to any of the
         succeeding transactions, no Default or Event of Default would exist
         hereunder:

                           (i)        (A) any Credit Party may be merged or
                  consolidated with or into another Credit Party; provided, that
                  if one of the parties to such merger or consolidation is the
                  Borrower, the Borrower shall be the continuing or surviving
                  corporation, (B) any Subsidiary may be merged or consolidated
                  with or into another Credit Party so long as the surviving
                  party is either (x) a Credit Party or (y) an Additional Credit
                  Party; provided, that if one of the parties to such merger or
                  consolidation is the Borrower, the Borrower shall be the
                  continuing or surviving corporation and (C) any of the Parent
                  Guarantor or any Subsidiary may merge or consolidate with or

<PAGE>

                  into any Person that is not a Credit Party, provided that the
                  applicable conditions set forth in Section 6.4(b) regarding
                  acquisitions are complied with in connection with any such
                  acquisition by merger, the Parent Guarantor or any such
                  Subsidiary shall be the continuing or surviving corporation
                  and immediately after giving effect to such transaction, the
                  Parent Guarantor and its Subsidiaries shall be in compliance
                  with the financial covenants set forth in Section 5.9 hereof
                  on a Pro Forma Basis; and

                           (ii)       any Subsidiary of the Parent Guarantor
                  (other than the Borrower) may sell, lease, transfer or
                  otherwise dispose of any or all of its assets (upon voluntary
                  liquidation or otherwise) to any Credit Party.

         Section 6.5       Advances, Investments and Loans.

         The Parent Guarantor will not, nor will it permit any Subsidiary to,
lend money or extend credit or make advances to any Person, or purchase or
acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, any Person except for Permitted Investments.

         Section 6.6       Transactions with Affiliates.

         Except as expressly permitted by this Agreement, the Parent Guarantor
will not, nor will it permit any of its Subsidiaries to, directly or indirectly:
(a) make any investment in an Affiliate other than Permitted Investments; (b)
transfer, sell, lease, assign or otherwise dispose of any assets to an
Affiliate; (c) merge into or consolidate with or purchase or acquire assets from
an Affiliate other than Permitted Acquisitions; or (d) enter into any other
transaction directly or indirectly with or for the benefit of an Affiliate
(including, without limitation, guarantees and assumptions of obligations of an
Affiliate); provided that (i) any Affiliate who is an individual may serve as a
director, officer or employee of the Parent Guarantor or any of its Subsidiaries
and receive reasonable compensation for his or her services in such capacity and
(ii) the Parent Guarantor and its Subsidiaries may enter into transactions
(other than extensions of credit by the Parent Guarantor or any of its
Subsidiaries to an Affiliate) if the monetary or business consideration arising
therefrom would be substantially as advantageous to the Parent Guarantor and its
Subsidiaries as the monetary or business consideration that would be obtained in
a comparable transaction with a Person not an Affiliate.

         Section 6.7       Ownership of Subsidiaries; Restrictions.

         The Parent Guarantor will not, nor will it permit any Subsidiary to,
create, form or acquire any Subsidiaries, except for wholly-owned Domestic
Subsidiaries which are joined as Additional Credit Parties in accordance with
the terms hereof. The Parent Guarantor will not, nor will it permit its
Subsidiaries to, sell, transfer, pledge or otherwise dispose of any Capital
Stock or other equity interests in any of its Subsidiaries, nor will it permit

<PAGE>

any of its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of
any of its Capital Stock or other equity interests, except in a transaction
permitted by Section 6.4.

         Section 6.8       Fiscal Year; Organizational Documents; Material
                           Contracts.

         The Parent Guarantor will not, nor will it permit any of its
Subsidiaries to, change its fiscal year, except to adopt a retail fiscal year
end which is no more than 65 days from December 31. The Borrower will promptly
notify the Agent of such change in fiscal year. The Parent Guarantor will not,
nor will it permit any Subsidiary to, amend, modify or change its articles of
incorporation (or corporate charter or other similar organizational document) or
bylaws (or other similar document) in any manner that could adversely affect the
rights of the Lenders hereunder. The Parent Guarantor will not, nor will it
permit any of its Subsidiaries to, without the prior written consent of the
Administrative Agent, amend, modify, cancel or terminate or fail to renew or
extend or permit the amendment, modification, cancellation or termination of any
of the Material Contracts, except in the event that such amendments,
modifications, cancellations or terminations could not reasonably be expected to
have a Material Adverse Effect.

         Section 6.9       Limitation on Actions.

                  (a)        The Parent Guarantor will not, nor will it permit
         any Subsidiary to, directly or indirectly, create or otherwise cause or
         suffer to exist or become effective any encumbrance or restriction on
         the ability of any such Person to (a) pay dividends or make any other
         distributions to any Credit Party on its Capital Stock or with respect
         to any other interest or participation in, or measured by, its profits,
         (b) pay any Indebtedness or other obligation owed to any Credit Party,
         (c) make loans or advances to any Credit Party, (d) sell, lease or
         transfer any of its properties or assets to any Credit Party, or (e)
         act as a Guarantor pursuant to the Credit Documents or any renewals,
         refinancings, exchanges, refundings or extension thereof, except (in
         respect of any of the matters referred to in clauses (a)-(d) above) for
         such encumbrances or restrictions existing under or by reason of (i)
         this Agreement and the other Credit Documents, (ii) applicable law,
         (iii) any document or instrument governing  Indebtedness incurred
         pursuant to Section 6.1(c),  provided that any such restriction
         contained therein relates only to the asset or assets constructed or
         acquired in connection therewith, (iv) any Permitted Lien or any
         document or instrument governing any Permitted Lien, provided that any
         such restriction contained therein relates only to the asset or assets
         subject to such Permitted Lien, or (v) the ELLF Facility Documents.

                  (b)        The Parent Guarantor will not, nor will it permit
         any Subsidiary to, enter into, assume or become subject to any
         agreement prohibiting or otherwise restricting the creation or
         assumption of any Lien upon its properties or assets, whether now owned
         or hereafter acquired, or requiring the grant of any security for such
         obligation if security is given for some other obligation except (i)
         pursuant to this Agreement and the other Credit Documents, (ii)
         pursuant to applicable law, (iii) pursuant to any document or
         instrument governing Indebtedness incurred pursuant to Section 6.1(c),
         provided that in the case of Section 6.1(c) any such restriction
         contained therein relates only to the asset or assets constructed or
         acquired in connection therewith, (iv) customary restrictions and
         conditions contained in agreements relating to the sale of a Subsidiary
         or assets pending such sale, provided such restrictions and conditions
         apply only to the Subsidiary or assets that are to be sold and such

<PAGE>

         sale is permitted hereunder, (v) restrictions or conditions imposed by
         any agreement relating to secured Indebtedness permitted by this
         Agreement if such restrictions or conditions apply only to the assets
         securing such Indebtedness, (vi) customary provisions in leases and
         other contracts restricting the assignment thereof, (vii) pursuant to
         the ELLF Facility Documents, (viii) restrictions in any document or
         instrument governing any Permitted Lien, provided that any such
         restriction contained therein relates only to the asset or assets
         subject to such Permitted Lien and (ix) any indenture agreement,
         instrument or other arrangement relating to the assets or business of
         any Subsidiary and existing prior to the consummation of the Permitted
         Acquisition in which such Subsidiary was acquired.

         Section 6.10      Restricted Payments.

         The Parent Guarantor will not, nor will it permit any Subsidiary to,
directly or indirectly, declare, order, make or set apart any sum for or pay any
Restricted Payment, except (a) to make dividends payable solely in the same
class of Capital Stock of such Person, (b) to make dividends or other
distributions payable to any Credit Party (directly or indirectly through
Subsidiaries), (c) as permitted by Section 6.11, (d) to make dividends to or
repurchases from the Parent Guarantor or the parent of such Subsidiary (provided
that such parent company is a Credit Party) the proceeds of which shall be used
to pay taxes that are then due and payable, and (e) provided that no Default or
Event of Default shall have occurred and be continuing or be directly or
indirectly caused as a result thereof after giving effect to such repurchases on
a Pro Forma Basis, the Parent Guarantor may repurchase shares of its Capital
Stock on the open market in an aggregate amount not to exceed 20% of
Consolidated Net Worth, determined at the time of any such repurchase, during
the term of this Agreement.

         Section 6.11      Prepayments of Indebtedness, etc.

                  (a)        The Parent Guarantor will not, nor will it permit
         any of its Subsidiaries to, amend or modify (or permit the amendment or
         modification of) any of the terms of the documents evidencing its or
         their Indebtedness if such amendment or modification would add or
         change any terms in a manner adverse to the issuer of such
         Indebtedness, or shorten the final maturity or average life to maturity
         or require any payment to be made sooner than originally scheduled or
         increase the interest rate applicable thereto or change any
         subordination provision thereof.

                  (b)        The Borrower will furnish to the Administrative
         Agent a copy of each modification, supplement or waiver of any
         provisions of any agreement, instrument or other document evidencing or
         relating to the charter or bylaws of the Parent Guarantor or any of its
         Subsidiaries promptly upon the effectiveness thereof (and the
         Administrative Agent will promptly furnish a copy thereof to each
         Lender).
<PAGE>

         Section 6.12      Sale Leasebacks.

         The Parent Guarantor will not, nor will it permit any Subsidiary to,
directly or indirectly, enter into any arrangement, directly or indirectly,
whereby the Parent Guarantor or any Subsidiary shall sell or transfer any
property owned by it to a Person (other than the Parent Guarantor or any
Subsidiary) in order then or thereafter to lease such property or lease other
property which the Parent Guarantor or any Subsidiary intends to use for
substantially the same purpose as the property being sold or transferred.
Notwithstanding the foregoing provisions of this Section 6.12, the Parent
Guarantor or any Subsidiary may sell or transfer any property owned by it as
described in the preceding sentence provided that the aggregate current market
value of all assets so sold or transferred (in each case determined at the time
of such sale or transfer) shall not at any time exceed, when added to the assets
sold or transferred pursuant to Section 6.4(c)(iv) hereof, 10% of the current
market value of the total assets of the Parent Guarantor and its Subsidiaries
and immediately after giving effect to such transaction, the Parent Guarantor
and its Subsidiaries shall be in compliance with the financial covenants set
forth in Section 5.9 hereof on a Pro Forma Basis.

         Section 6.13      Use of Proceeds.

         The Borrower will not use the proceeds of the Loans and Letters of
Credit in a manner inconsistent with the uses permitted under Section 3.11
hereof.


                                   ARTICLE VII

                                EVENTS OF DEFAULT

         Section 7.1       Events of Default.

         An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

                  (a)        (i) The Borrower shall fail to pay any principal on
         any Note when due in accordance with the terms thereof or hereof; or
         (ii) the Borrower shall fail to reimburse the applicable Issuing Lender
         for any LOC Obligations when due in accordance with the terms hereof;
         or (iii) the Borrower shall fail to pay any interest on any Note or any
         fee or other amount payable hereunder when due in accordance with the
         terms thereof or hereof and any such failure shall continue unremedied
         for three (3) Business Days; or (iv) any Guarantor shall fail to pay on
         the Guaranty in respect of any of the foregoing or in respect of any
         other Guaranty Obligations thereunder; or

                  (b)        Any representation or warranty made or deemed made
         herein or in any of the other Credit Documents or which is contained in
         any certificate, document or financial or other statement furnished at
         any time under or in connection with this Agreement shall prove to have
         been incorrect, false or misleading in any material respect on or as of
         the date made or deemed made; or
<PAGE>

                  (c)       (i) Any Credit Party shall fail to perform, comply
         with or observe any term, covenant or agreement applicable to it
         contained in Sections 5.4(a), 5.6(b), 5.7(a) or 5.9 or Article VI
         hereof; or (ii) any Credit Party shall fail to comply with any other
         covenant, contained in this Credit Agreement or the other Credit
         Documents or any other agreement, document or instrument among any
         Credit Party, the Administrative Agent and the Lenders or executed by
         any Credit Party in favor of the Administrative Agent or the Lenders
         (other than as described in Sections 7.1(a) or 7.1(c)(i) above), and in
         the event any such breach or failure to comply is capable of cure, is
         not cured within thirty (30) days of its occurrence; or

                  (d)        The Parent Guarantor or any of its Subsidiaries
         shall (i) default in any payment of principal of or interest on any
         Indebtedness (other than the Notes) in a principal amount outstanding
         of at least $500,000 in the aggregate for the Parent Guarantor and any
         of its Subsidiaries beyond the period of grace (not to exceed 30 days),
         if any, provided in the instrument or agreement under which such
         Indebtedness was created; or (ii) default in the observance or
         performance of any other agreement or condition relating to any
         Indebtedness in a principal amount outstanding of at least $500,000 in
         the aggregate for the Parent Guarantor and its Subsidiaries or
         contained in any instrument or agreement evidencing, securing or
         relating thereto, or any other event shall occur or condition exist,
         the effect of which default or other event or condition is to cause, or
         to permit the holder or holders of such Indebtedness or beneficiary or
         beneficiaries of such Indebtedness (or a trustee or agent on behalf of
         such holder or holders or beneficiary or beneficiaries) to cause, with
         the giving of notice if required, such Indebtedness to become due prior
         to its stated maturity; or

                  (e)       (i) The Parent Guarantor or any of its Subsidiaries
         shall commence any case, proceeding or other action (A) under any
         existing or future law of any jurisdiction, domestic or foreign,
         relating to bankruptcy, insolvency, reorganization or relief of
         debtors, seeking to have an order for relief entered with respect to
         it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
         reorganization, arrangement, adjustment, winding-up, liquidation,
         dissolution, composition or other relief with respect to it or its
         debts, or (B) seeking appointment of a receiver, trustee, custodian,
         conservator or other similar official for it or for all or any
         substantial part of its assets, or the Parent Guarantor or any
         Subsidiary shall make a general assignment for the benefit of its
         creditors; or (ii) there shall be commenced against the Parent
         Guarantor or any Subsidiary any case, proceeding or other action of a
         nature referred to in clause (i) above which (A) results in the entry
         of an order for relief or any such adjudication or appointment or (B)
         remains undismissed, undischarged or unbonded for a period of 60 days;
         or (iii) there shall be commenced against the Parent Guarantor or any
         Subsidiary any case, proceeding or other action seeking issuance of a
         warrant of attachment, execution, distraint or similar process against
         all or any substantial part of its assets which results in the entry of
         an order for any such relief which shall not have been vacated,
         discharged, or stayed or bonded pending appeal within 60 days from the
         entry thereof; or (iv) the Parent Guarantor or any Subsidiary shall
         take any action in furtherance of, or indicating its consent to,
         approval of, or acquiescence in, any of the acts set forth in clause
         (i), (ii), or (iii) above; or (v) the Parent Guarantor or any

<PAGE>

         Subsidiary shall generally not, or shall be unable to, or shall admit
         in writing its inability to, pay its debts as they become due; or

                  (f)        One or more judgments or decrees shall be entered
         against the Parent Guarantor or any of its Subsidiaries involving in
         the aggregate a liability (to the extent not paid when due or covered
         by insurance) of $2,000,000 or more and all such judgments or decrees
         shall not have been paid and satisfied, vacated, discharged, stayed or
         bonded pending appeal within 30 days from the entry thereof; or

                  (g)       (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan or any Lien in favor of the PBGC or a Plan
         (other than a Permitted Lien) shall arise on the assets of the Parent
         Guarantor, any of its Subsidiaries or any Commonly Controlled Entity,
         (iii) a Reportable Event shall occur with respect to, or proceedings
         shall commence to have a trustee appointed, or a trustee shall be
         appointed, to administer or to terminate, any Single Employer Plan,
         which Reportable Event or commencement of proceedings or appointment of
         a Trustee is, in the reasonable opinion of the Required Lenders, likely
         to result in the termination of such Plan for purposes of Title IV of
         ERISA, (iv) any Single Employer Plan shall terminate for purposes of
         Title IV of ERISA, (v) the Parent Guarantor, any of its Subsidiaries or
         any Commonly Controlled Entity shall, or in the reasonable opinion of
         the Required Lenders is likely to, incur any liability in connection
         with a withdrawal from, or the Insolvency or Reorganization of, any
         Multiemployer Plan or (vi) any other similar event or condition shall
         occur or exist with respect to a Plan; and in each case in clauses (i)
         through (vi) above, such event or condition, together with all other
         such events or conditions, if any, could have a Material Adverse
         Effect; or

                  (h)        A reasonable basis shall exist for the assertion
         against the Parent Guarantor or any of its Subsidiaries, or any
         predecessor in interest of the Parent Guarantor or any of its
         Subsidiaries, of (or there shall have been asserted against the Parent
         Guarantor or any of its Subsidiaries) an Environmental Claim that, in
         the judgment of the Required Lenders, is reasonably likely to be
         determined adversely to the Parent Guarantor or any of its
         Subsidiaries, and the amount thereof (either individually or in the
         aggregate) is reasonably likely to have a Material Adverse Effect
         (insofar as such amount is payable by the Parent Guarantor or any of
         its Subsidiaries but after deducting any portion thereof that is
         reasonably expected to be paid by other creditworthy Persons jointly
         and severally liable therefor); or

                  (i)      A Change of Control shall occur; or

                  (j)        The Guaranty or any provision thereof shall cease
         to be in full force and effect or any Guarantor or any Person acting by
         or on behalf of any Guarantor shall deny or disaffirm any Guarantor's
         obligations under the Guaranty; or
<PAGE>

                  (k)        Any other Credit Document shall fail to be in full
         force and effect or to give the Administrative Agent and/or the Lenders
         the security interests, liens, rights, powers and privileges purported
         to be created thereby (except as such documents may be terminated or no
         longer in force and effect in accordance with the terms thereof, other
         than those indemnities and provisions which by their terms shall
         survive); or

                  (l)        There shall occur and be continuing any "Default"
         or "Event of Default" under and as defined in the ELLF Facility
         Documents or in the Note Purchase Agreement.

         Section 7.2       Acceleration; Remedies.

         Upon the occurrence of an Event of Default, then, and in any such
event, (a) if such event is an Event of Default specified in Section 7.1(e)
above, automatically the Commitments shall immediately terminate and the Loans
(with accrued interest thereon), and all other amounts under the Credit
Documents (including without limitation the maximum amount of all contingent
liabilities under Letters of Credit) shall immediately become due and payable,
the Administrative Agent shall have the right to enforce any and all other
rights and interests created and existing under the Credit Documents, including,
without limitation, all rights and remedies against a Guarantor and all rights
of set-off, and the Administrative Agent shall have the right to enforce any and
all other rights and remedies of a creditor under applicable law, and (b) if
such event is any other Event of Default, with the written consent of the
Required Lenders, the Administrative Agent may, or upon the written request of
the Required Lenders, the Administrative Agent shall, by notice to the Borrower,
take any or all of the following actions: (i) declare the Commitments to be
terminated forthwith, whereupon the Commitments shall immediately terminate;
(ii) declare the Loans (with accrued interest thereon) and all other amounts
owing under this Agreement and the Notes to be due and payable forthwith and
direct the Borrower to pay to the Administrative Agent cash collateral as
security for the LOC Obligations for subsequent drawings under then outstanding
Letters of Credit in an amount equal to the maximum amount of which may be drawn
under Letters of Credit then outstanding, whereupon the same shall immediately
become due and payable; (iii) enforce any and all other rights and interests
created and existing under the Credit Documents, including, without limitation,
all rights and remedies against a Guarantor and all rights of set-off; and (iv)
enforce any and all other rights and remedies of a creditor under applicable
law. Except as expressly provided above in this Section 7.2, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.


                                  ARTICLE VIII

                                    THE AGENT

         Section 8.1       Appointment.

         Each Lender hereby irrevocably designates and appoints First Union
National Bank as the Administrative Agent of such Lender under this Agreement,
and each such Lender irrevocably authorizes First Union National Bank, as the

<PAGE>

Administrative Agent for such Lender, to take such action on its behalf under
the provisions of this Agreement and to exercise such powers and perform such
duties as are expressly delegated to the Administrative Agent by the terms of
this Agreement, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent.

         Section 8.2       Delegation of Duties.

         The Administrative Agent may execute any of its duties under this
Agreement by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care. Without limiting the foregoing, the Administrative Agent may appoint one
of its Affiliates as its agent to perform the functions of the Administrative
Agent hereunder relating to the advancing of funds to the Borrower and
distribution of funds to the Lenders and to perform such other related functions
of the Administrative Agent hereunder as are reasonably incidental to such
functions.

         Section 8.3       Exculpatory Provisions.

         Neither  the  Administrative Agent nor any of its
officers, directors,  employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement (except
for its or such Person's own gross negligence or willful misconduct) or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any Credit Party or any officer thereof
contained in this Agreement or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Agreement or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of any of the Credit
Documents or for any failure of any Credit Party to perform its obligations
hereunder or thereunder. The Administrative Agent shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance by the Credit Parties of any of the agreements contained in, or
conditions of, this Agreement, or to inspect the properties, books or records of
the Credit Parties.

         Section 8.4       Reliance by Administrative Agent.

         The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it in
good faith to be genuine and correct and to have been signed, sent or made by
the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Credit Parties), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
<PAGE>

thereof for all purposes unless (a) a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Administrative Agent and (b)
the Administrative Agent shall have received the written agreement of such
assignee to be bound hereby as fully and to the same extent as if such assignee
were an original Lender party hereto, in each case in form satisfactory to the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement unless it shall
first receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
any of the Credit Documents in accordance with a request of the Required Lenders
or all of the Lenders, as may be required under this Agreement, and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders and all future holders of the Notes.

         Section 8.5       Notice of Default.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received written notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders; provided, however, that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders except to the extent that
this Credit Agreement expressly requires that such action be taken, or not
taken, only with the consent or upon the authorization of the Required Lenders,
or all of the Lenders, as the case may be.

         Section 8.6     Non-Reliance on Administrative Agent and Other Lenders.

         Each Lender expressly acknowledges that neither the Administrative
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or affiliates has made any representation or warranty to it and that no act by
the Administrative Agent hereinafter taken, including any review of the affairs
of the Credit Parties, shall be deemed to constitute any representation or
warranty by the Administrative Agent to any Lender. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
the Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and the Guarantors and made its
own decision to make its Loans hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement, and to make such investigation as it deems necessary to inform
<PAGE>

itself as to the business, operations, property, financial and other condition
and creditworthiness of the Parent Guarantor and its Subsidiaries. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Credit Parties
which may come into the possession of the Administrative Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates.

         Section 8.7       Indemnification.

         The Lenders agree to indemnify the Administrative Agent in its capacity
hereunder (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their respective
Commitment Percentages in effect on the date on which indemnification is sought
under this Section, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Notes) be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of any Credit Document or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; provided, however, that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
to the extent resulting from the Administrative Agent's gross negligence or
willful misconduct, as determined by a court of competent jurisdiction. The
agreements in this Section 8.7 shall survive the termination of this Agreement
and payment of the Notes and all other amounts payable hereunder.

         Section 8.8       Administrative Agent in Its Individual Capacity.

         The Administrative Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrower and
the Guarantors as though the Administrative Agent were not the Administrative
Agent hereunder. With respect to its Loans made or renewed by it and any Note
issued to it, the Administrative Agent shall have the same rights and powers
under this Agreement as any Lender and may exercise the same as though it were
not the Administrative Agent, and the terms "Lender" and "Lenders" shall include
the Administrative Agent in its individual capacity.

         Section 8.9       Successor Administrative Agent.

         The Administrative Agent may resign as Administrative Agent upon 30
days' prior notice to the Borrower and the Lenders. If the Administrative Agent
shall resign as Administrative Agent under this Agreement and the Notes, then
the Required Lenders shall appoint from among the Lenders a successor agent for
the Lenders, which successor agent shall be approved by the Borrower, so long as
no Default or Event of Default has occurred and is continuing, whereupon such
successor agent shall succeed to the rights, powers and duties of the
<PAGE>

Administrative Agent, and the term "Administrative Agent" shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Notes. If no successor Administrative Agent has accepted
appointment as Administrative Agent within sixty (60) days after the retiring
Administrative Agent's giving notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless become effective and the Lenders shall
perform all duties of the Administrative Agent hereunder until such time, if
any, as the Required Lenders appoint a successor Administrative Agent as
provided for above. After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this Section 8.9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

         Section 8.10      Documentation Agent and Syndication Agent.

         Fleet National Bank, in its capacity as Syndication Agent, and Suntrust
Bank, in its capacity as Documentation Agent, shall not have any rights, powers,
duties, liabilities, fiduciary relationships or obligations under this agreement
or any of the other documents related hereto.


                                   ARTICLE IX

                                  MISCELLANEOUS

         Section 9.1       Amendments and Waivers.

         Neither this Agreement, nor any of the Notes, nor any of the other
Credit Documents, nor any terms hereof or thereof may be amended, supplemented,
waived or modified except in accordance with the provisions of this Section nor
may be released except as specifically provided herein or in accordance with the
provisions of this Section 9.1. The Required Lenders may, or, with the written
consent of the Required Lenders, the Administrative Agent may, from time to
time, (a) enter into with the Borrower written amendments, supplements or
modifications hereto and to the other Credit Documents for the purpose of adding
any provisions to this Agreement or the other Credit Documents or changing in
any manner the rights or obligations of the Lenders or of the Borrower hereunder
or thereunder or (b) waive, on such terms and conditions as the Required Lenders
may specify in such instrument, any of the requirements of this Agreement or the
other Credit Documents or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, waiver, supplement
or modification shall:

                           (i)        reduce the amount or extend the scheduled
                  date of maturity of any Loan or Note, or any installment
                  thereon, or reduce the stated rate of any interest or fee
                  payable hereunder (other than interest at the increased
                  post-default rate) or extend the scheduled date of any payment
                  thereof or increase the amount or extend the expiration date
                  of any Lender's Commitment or waive any Event of Default under
<PAGE>

                  Section 7.1(a) hereof, in each case without the written
                  consent of each Lender directly affected thereby; or

                           (ii)       amend, modify or waive any provision of
                  this Section 9.1, or reduce the percentage specified in the
                  definition of Required Lenders, without the written consent of
                  all the Lenders; or

                           (iii)    amend,  modify or waive any  provision  of
                  Article  VIII  without  the  written consent of the then
                  Administrative Agent; or

                           (iv)     release any  Guarantor  from its obligations
                  under the  Guaranty  without the written consent of all of the
                  Lenders; or

                           (v)        amend, modify or waive the requirement
                  that any issue be resolved or determined with the consent,
                  approval or upon the request of the Required Lenders or all
                  Lenders, without the written consent of all of the Lenders to
                  the change of such voting requirement and, provided, further,
                  that no amendment, waiver or consent affecting the rights or
                  duties of the Administrative Agent or the Issuing Lender(s)
                  under any Credit Document shall in any event be effective,
                  unless in writing and signed by the Administrative Agent
                  and/or the Issuing Lender(s), as applicable, in addition to
                  the Lenders required hereinabove to take such action.

         Any such waiver, any such amendment, supplement or modification and any
such release shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the other Credit Parties, the Lenders, the Administrative
Agent and all future holders of the Notes. In the case of any waiver, the
Borrower, the other Credit Parties, the Lenders and the Administrative Agent
shall be restored to their former position and rights hereunder and under the
outstanding Loans and Notes and other Credit Documents, and any Default or Event
of Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

         Notwithstanding any of the foregoing to the contrary, the consent of
the Credit Parties shall not be required for any amendment, modification or
waiver of the provisions of Article VIII (other than the provisions of Section
8.9); provided, however, that the Administrative Agent will provide written
notice to the Borrower of any such amendment, modification or waiver. In
addition, the Borrower and the Lenders hereby authorize the Administrative Agent
to modify this Credit Agreement by unilaterally amending or supplementing
Schedule 2.1(a) from time to time in the manner requested by the Borrower, the
Administrative Agent or any Lender in order to reflect any assignments or
transfers of the Loans as provided for hereunder; provided, however, that the
Administrative Agent shall promptly deliver a copy of any such modification to
the Borrower and each Lender.

         Notwithstanding the fact that the consent of all the Lenders is
required in certain circumstances as set forth above, (x) each Lender is
entitled to vote as such Lender sees fit on any bankruptcy reorganization plan
that affects the Loans, and each Lender acknowledges that the provisions of

<PAGE>

Section 1126(c) of the Bankruptcy Code supersede the unanimous consent
provisions set forth herein and (y) the Required Lenders may consent to allow a
Credit Party to use cash collateral in the context of a bankruptcy or insolvency
proceeding.

         Section 9.2       Notices.

         Except as otherwise provided in Article II, all notices, requests and
demands to or upon the respective parties hereto to be effective shall be in
writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made (a) when delivered by
hand, (b) when transmitted via telecopy (or other facsimile device) to the
number set out herein, (c) the day following the day on which the same has been
delivered prepaid or pursuant to an invoice arrangement to a reputable national
overnight air courier service, or (d) the fifth Business Day following the day
on which the same is sent by certified or registered mail, postage prepaid, in
each case, addressed as follows in the case of the Borrower, the other Credit
Parties and the Administrative Agent, and as set forth on Schedule 9.2 in the
case of the Lenders, or to such other address as may be hereafter notified by
the respective parties hereto and any future holders of the Notes:

     The Borrower          Dollar Tree Distribution, Inc.
     and the other         500 Volvo Parkway
     Credit Parties:       Chesapeake, Virginia  23320
                           Attention:  Frederick C. Coble
                           Telecopier:  (757) 321-5111
                                    Telephone:  (757) 321-5007

     The Administrative    First Union National Bank
     Agent:                Charlotte Plaza
                           201 S. College Street, CP-6
                           Charlotte, North Carolina  28288
                           Attention: Syndication Agency Services
                           Telecopier:  (704) 383-0835
                           Telephone:  (704) 383-3721

                           with a copy to:

                           First Union National Bank
                           1339 Chestnut Street
                           12th Floor - Widener Building
                           PA 4843
                           Philadelphia, Pennsylvania  19107
                           Attention: Tom Harper
                           Telecopier:  (215) 973-1887
                           Telephone:  (215) 973-5213
<PAGE>

         Section 9.3       No Waiver; Cumulative Remedies.

         No failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder 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 further 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.

         Section 9.4       Survival of Representations and Warranties.

         All representations and warranties made hereunder and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the Notes and the
making of the Loans, provided that all such representations and warranties shall
terminate on the date upon which the Commitments have been terminated and all
amounts owing hereunder and under any Notes have been paid in full.

         Section 9.5       Payment of Expenses and Taxes.

         The Credit Parties agree (a) to pay or reimburse the Administrative
Agent for all its reasonable out-of-pocket costs and expenses incurred in
connection with the development, preparation, negotiation, printing and
execution of, and any amendment, supplement or modification to, this Agreement
and the other Credit Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, together with the reasonable fees
and disbursements of counsel to the Administrative Agent, (b) to pay or
reimburse each Lender and the Administrative Agent for all its costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the Notes and any such other documents, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent and to the Lenders (including reasonable allocated costs of
in-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender
and the Administrative Agent harmless from, any and all recording and filing
fees and any and all liabilities with respect to, or resulting from any delay in
paying, stamp, excise and other similar taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, the Credit Documents and any such other documents, and (d) to
pay, indemnify, and hold each Lender and the Administrative Agent and their
Affiliates harmless from and against, any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of the Credit
Documents and any such other documents and the use, or proposed use, of proceeds
of the Loans and whether or not the Administrative Agent, the relevant Lenders
and their Affiliates are parties to the claim, demand, action, cause of action
or proceeding from which any of the aforementioned arises (all of the foregoing,
collectively, the "indemnified liabilities"); provided, however, that the
Borrower shall not have any obligation hereunder to the Administrative Agent or
any Lender with respect to indemnified liabilities arising from the gross

<PAGE>

negligence or willful misconduct of the Administrative Agent or any such Lender,
as determined by a court of competent jurisdiction. The agreements in this
Section 9.5 shall survive repayment or assignment of the Loans, Notes and all
other amounts payable hereunder.

         Section 9.6       Successors and Assigns; Participations; Purchasing
                           Lenders.

                  (a)        This Agreement shall be binding upon and inure to
         the benefit of the Borrower, the Lenders, the Administrative Agent, all
         future holders of the Notes and their respective successors and
         assigns, except that the Borrower may not assign or transfer any of
         their rights or obligations under this Agreement or the other Credit
         Documents without the prior written consent of each Lender.

                  (b)        Any Lender may, in the ordinary course of its
         commercial banking business and in accordance with applicable law, at
         any time sell to one or more banks or other entities ("Participants")
         participating interests in any Loan owing to such Lender, any Note held
         by such Lender, any Commitment of such Lender, or any other interest or
         obligation of such Lender hereunder. In the event of any such sale by a
         Lender of participating interests to a Participant, such Lender's
         obligations under this Agreement to the other parties to this Agreement
         shall remain unchanged, such Lender shall remain solely responsible for
         the performance thereof, such Lender shall remain the holder of any
         such Note for all purposes under this Agreement, and the Borrower and
         the Administrative Agent shall continue to deal solely and directly
         with such Lender in connection with such Lender's rights and
         obligations under this Agreement. No Lender shall transfer or grant any
         participation under which the Participant shall have rights to approve
         any amendment to or waiver of this Agreement or any other Credit
         Document except to the extent such amendment or waiver would (i) extend
         the scheduled maturity of any Loan or Note, or any installment thereon
         in which such Participant is participating, or reduce the stated rate
         or extend the time of payment of interest or fees thereon (except in
         connection with a waiver of interest at the increased post-default
         rate) or reduce the principal amount thereof, or increase the amount of
         the Participant's participation over the amount thereof then in effect
         (it being understood that a waiver of any Default or Event of Default
         shall not constitute a change in the terms of such participation, and
         that an increase in any Commitment or Loan shall be permitted without
         consent of any Participant if the Participant's participation is not
         increased as a result thereof), (ii) release all or substantially all
         of the Guarantors from their obligations under the Guaranty, or (iii)
         consent to the assignment or transfer by the Borrower of any of their
         rights and obligations under this Agreement. In the case of any such
         participation, the Participant shall not have any rights under this
         Agreement or any of the other Credit Documents (the Participant's
         rights against such Lender in respect of such participation to be those
         set forth in the agreement executed by such Lender in favor of the
         Participant relating thereto) and all amounts payable by the Borrower
         hereunder shall be determined as if such Lender had not sold such
         participation; provided that each Participant shall be entitled to the
         benefits of Sections 2.14, 2.15, 2.16 and 9.5 with respect to its
         participation in the Commitments and the Loans outstanding from time to
         time, but no Participant shall be entitled to receive any greater
         amount pursuant to such Sections than the transferor Lender would have
         been entitled to receive in respect of the amount of the participation
         transferred by such transferor Lender to such Participant had no such
         transfer occurred.
<PAGE>

                  (c)        Any Lender may, in the ordinary course of its
         commercial banking business and in accordance with applicable law, at
         any time, sell or assign to any Lender or any affiliate thereof or
         special purpose entity created thereby and with the consent of the
         Administrative Agent and, so long as no Event of Default has occurred
         and is continuing, the Borrower (in each case, which consent shall not
         be unreasonably withheld), to one or more additional banks or financial
         institutions ("Purchasing Lenders"), all or any part of its rights and
         obligations under this Agreement and the Notes in minimum amounts of
         $5,000,000 with respect to its Revolving Commitment and its Revolving
         Loans (or, if less, the entire amount of such Lender's obligations),
         pursuant to a Commitment Transfer Supplement, executed by such
         Purchasing Lender and such transferor Lender (and, in the case of a
         Purchasing Lender that is not then a Lender or an affiliate thereof,
         the Administrative Agent and, so long as no Event of Default has
         occurred and is continuing, the Borrower), and delivered to the
         Administrative Agent for its acceptance and recording in the Register;
         provided, however, that any sale or assignment to an existing Lender
         shall not require the consent of the Administrative Agent or the
         Borrower nor shall any such sale or assignment be subject to the
         minimum assignment amounts specified herein. Upon such execution,
         delivery, acceptance and recording, from and after the Transfer
         Effective Date specified in such Commitment Transfer Supplement, (x)
         the Purchasing Lender thereunder shall be a party hereto and, to the
         extent provided in such Commitment Transfer Supplement, have the rights
         and obligations of a Lender hereunder with a Commitment as set forth
         therein, and (y) the transferor Lender thereunder shall, to the extent
         provided in such Commitment Transfer Supplement, be released from its
         obligations under this Agreement (and, in the case of a Commitment
         Transfer Supplement covering all or the remaining portion of a
         transferor Lender's rights and obligations under this Agreement, such
         transferor Lender shall cease to be a party hereto). Such Commitment
         Transfer Supplement shall be deemed to amend this Agreement to the
         extent, and only to the extent, necessary to reflect the addition of
         such Purchasing Lender and the resulting adjustment of Commitment
         Percentages arising from the purchase by such Purchasing Lender of all
         or a portion of the rights and obligations of such transferor Lender
         under this Agreement and the Notes. On or prior to the Transfer
         Effective Date specified in such Commitment Transfer Supplement, the
         Borrower, at its own expense, shall execute and deliver to the
         Administrative Agent in exchange for the Notes delivered to the
         Administrative Agent pursuant to such Commitment Transfer Supplement
         new Notes to the order of such Purchasing Lender in an amount equal to
         the Commitment assumed by it pursuant to such Commitment Transfer
         Supplement and, unless the transferor Lender has not retained a
         Commitment hereunder, new Notes to the order of the transferor Lender
         in an amount equal to the Commitment retained by it hereunder. Such new
         Notes shall be dated the Closing Date and shall otherwise be in the
         form of the Notes replaced thereby. The Notes surrendered by the
         transferor Lender shall be returned by the Administrative Agent to the
         Borrower marked "canceled".

                  (d)        The Administrative Agent shall maintain at its
         address referred to in Section 9.2 a copy of each Commitment Transfer
         Supplement delivered to it and a register (the "Register") for the
         recordation of the names and addresses of the Lenders and the
         Commitment of, and principal amount of the Loans owing to, each Lender
         from time to time. The entries in the Register shall be conclusive, in
         the absence of manifest error, and the Borrower, the Administrative
         Agent and the Lenders may treat each Person whose name is recorded in
         the Register as the owner of the Loan recorded therein for all purposes
         of this Agreement. The Register shall be available for inspection by
         the Borrower or any Lender at any reasonable time and from time to time
         upon reasonable prior notice.

                  (e)         Upon its receipt of a duly executed Commitment
         Transfer Supplement, together with payment to the Administrative Agent
         by the transferor Lender or the Purchasing Lender, as agreed between
         them, of a registration and processing fee of $3,500 for each
         Purchasing Lender listed in such Commitment Transfer Supplement and the
         Notes subject to such Commitment Transfer Supplement, the
         Administrative Agent shall (i) accept such Commitment Transfer
         Supplement, (ii) record the information contained therein in the
         Register and (iii) give prompt notice of such acceptance and
         recordation to the Lenders and the Borrower.

                  (f)        The Credit Parties authorize each Lender to
         disclose to any Participant or Purchasing Lender (each, a "Transferee")
         and any prospective Transferee any and all financial information in
         such Lender's possession concerning the Credit Parties, their
         Subsidiaries and their Affiliates which has been delivered to such
         Lender by or on behalf of the Credit Parties pursuant to this Agreement
         or which has been delivered to such Lender by or on behalf of the
         Credit Parties in connection with such Lender's credit evaluation of
         the Credit Parties and their Affiliates prior to becoming a party to
         this Agreement, in each case subject to Section 9.16.

                  (g)       At the time of each assignment pursuant to this
         Section 9.6 to a Person which is not already a Lender hereunder and
         which is not a United States person (as such term is defined in Section
         7701(a)(30) of the Code) for Federal income tax purposes, the
         respective assignee Lender shall provide to the Borrower and the
         Administrative Agent the appropriate Internal Revenue Service Forms
         (and, if applicable, a 2.16 Certificate) described in Section 2.16.

                  (h)        Nothing herein shall prohibit any Lender from
         pledging or assigning any of its rights under this Agreement
         (including, without limitation, any right to payment of principal and
         interest under any Note) to any Federal Reserve Bank in accordance with
         applicable laws.

         Section 9.7       Adjustments; Set-off.

                  (a)        Each Lender agrees that if any Lender (a "benefited
         Lender") shall at any time receive any payment of all or part of its
         Loans, or interest thereon, or receive any collateral in respect
         thereof (whether voluntarily or involuntarily, by set-off, pursuant to

<PAGE>

         events or proceedings of the nature referred to in Section 7.1(e), or
         otherwise) in a greater proportion than any such payment to or
         collateral received by any other Lender, if any, in respect of such
         other Lender's Loans, or interest thereon, such benefited Lender shall
         purchase for cash from the other Lenders a participating interest in
         such portion of each such other Lender's Loans, or shall provide such
         other Lenders with the benefits of any such collateral, or the proceeds
         thereof, as shall be necessary to cause such benefited Lender to share
         the excess payment or benefits of such collateral or proceeds ratably
         with each of the Lenders; provided, however, that if all or any portion
         of such excess payment or benefits is thereafter recovered from such
         benefited Lender, such purchase shall be rescinded, and the purchase
         price and benefits returned, to the extent of such recovery, but
         without interest. The Borrower agrees that each Lender so purchasing a
         portion of another Lender's Loans may exercise all rights of payment
         (including, without limitation, rights of set-off) with respect to such
         portion as fully as if such Lender were the direct holder of such
         portion.

                  (b)       In addition to any rights and remedies of the
         Lenders provided by law (including, without limitation, other rights of
         set-off), each Lender shall have the right, without prior notice to the
         Borrower, any such notice being expressly waived by the Borrower to the
         extent permitted by applicable law, upon the occurrence of any Event of
         Default, to setoff and appropriate and apply any and all deposits
         (general or special, time or demand, provisional or final), in any
         currency, and any other credits, indebtedness or claims, in any
         currency, in each case whether direct or indirect, absolute or
         contingent, matured or unmatured, at any time held or owing by such
         Lender or any branch or agency thereof to or for the credit or the
         account of the Borrower, or any part thereof in such amounts as such
         Lender may elect, against and on account of the obligations and
         liabilities of the Borrower to such Lender hereunder and claims of
         every nature and description of such Lender against the Borrower, in
         any currency, whether arising hereunder, under the Notes or under any
         documents contemplated by or referred to herein or therein, as such
         Lender may elect, whether or not such Lender has made any demand for
         payment and although such obligations, liabilities and claims may be
         contingent or unmatured. The aforesaid right of set-off may be
         exercised by such Lender against the Borrower or against any trustee in
         bankruptcy, debtor in possession, assignee for the benefit of
         creditors, receiver or execution, judgment or attachment creditor of
         the Borrower, or against anyone else claiming through or against the
         Borrower or any such trustee in bankruptcy, debtor in possession,
         assignee for the benefit of creditors, receiver, or execution, judgment
         or attachment creditor, notwithstanding the fact that such right of
         set-off shall not have been exercised by such Lender prior to the
         occurrence of any Event of Default. Each Lender agrees promptly to
         notify the Borrower and the Administrative Agent after any such set-off
         and application made by such Lender; provided, however, that the
         failure to give such notice shall not affect the validity of such
         set-off and application.

         Section 9.8       Table of Contents and Section Headings.

         The table of contents and the Section and subsection headings herein
are intended for convenience only and shall be ignored in construing this
Agreement.
<PAGE>

         Section 9.9       Counterparts.

         This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one 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 Administrative Agent.

         Section 9.10      Effectiveness.

         This Credit Agreement shall become effective on the date on which all
of the parties have signed a copy hereof (whether the same or different copies)
and shall have delivered the same to the Administrative Agent pursuant to
Section 9.2 or, in the case of the Lenders, shall have given to the
Administrative Agent written, telecopied or telex notice (actually received) at
such office that the same has been signed and mailed to it.

         Section 9.11      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.

         Section 9.12      Integration.

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

         Section 9.13      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
and interpreted in accordance with, the law of the State of North Carolina.

         Section 9.14      Consent to Jurisdiction and Service of Process.

         All judicial proceedings brought against the Borrower and/or any other
Credit Party with respect to this Agreement, any Note or any of the other Credit
Documents may be brought in any state or federal court of competent jurisdiction
in the State of North Carolina, and, by execution and delivery of this
Agreement, the Borrower and the other Credit Parties accepts, for itself and in
connection with its properties, generally and unconditionally, the non-exclusive
jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any

<PAGE>

final judgment rendered thereby in connection with this Agreement from which no
appeal has been taken or is available. The Borrower and the other Credit Parties
irrevocably agrees that all service of process in any such proceedings in any
such court may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to it at its
address set forth in Section 9.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto, such service
being hereby acknowledged by the Borrower and the other Credit Parties to be
effective and binding service in every respect. The Borrower, the other Credit
Parties, the Administrative Agent and the Lenders irrevocably waives any
objection, including, without limitation, any objection to the laying of venue
or based on the grounds of forum non conveniens which it may now or hereafter
have to the bringing of any such action or proceeding in any such jurisdiction.
Nothing herein shall affect the right to serve process in any other manner
permitted by law or shall limit the right of any Lender to bring proceedings
against the Borrower or the other Credit Parties in the court of any other
jurisdiction.

         Section 9.15      Arbitration.

                  (a)        Notwithstanding the provisions of Section 9.14 to
         the contrary, upon demand of any party hereto, whether made before or
         within three (3) months after institution of any judicial proceeding,
         any dispute, claim or controversy arising out of, connected with or
         relating to this Agreement and other Credit Documents ("Disputes")
         between or among parties to this Agreement shall be resolved by binding
         arbitration as provided herein. Institution of a judicial proceeding by
         a party does not waive the right of that party to demand arbitration
         hereunder. Disputes may include, without limitation, tort claims,
         counterclaims, disputes as to whether a matter is subject to
         arbitration, claims brought as class actions, claims arising from
         Credit Documents executed in the future, or claims arising out of or
         connected with the transaction reflected by this Agreement.

                  Arbitration shall be conducted under and governed by the
         Commercial Arbitration Rules (the "Arbitration Rules") of the American
         Arbitration Association (the "AAA") and Title 9 of the U.S. Code. All
         arbitration hearings shall be conducted in Charlotte, North Carolina. A
         hearing shall begin within 90 days of demand for arbitration and all
         hearings shall be concluded within 120 days of demand for arbitration.
         These time limitations may not be extended unless a party shows cause
         for extension and then no more than a total extension of 60 days. The
         expedited procedures set forth in Rule 51 et seq. of the Arbitration
         Rules shall be applicable to claims of less than $1,000,000. All
         applicable statutes of limitation shall apply to any Dispute. A
         judgment upon the award may be entered in any court having
         jurisdiction. Arbitrators shall be licensed attorneys selected from the
         Commercial Financial Dispute Arbitration Panel of the AAA. The parties
         hereto do not waive applicable Federal or state substantive law except
         as provided herein. Notwithstanding the foregoing, this arbitration
         provision does not apply to disputes under or related to Hedging
         Agreements.

                  (b)        Notwithstanding the preceding binding arbitration
         provisions, the Administrative Agent, the Lenders, the Borrower and
         the other Credit Parties agree to preserve, without diminution, certain
         remedies that the Administrative Agent on behalf of the Lenders may
         employ or exercise freely, independently or in connection with an
<PAGE>

         arbitration proceeding or after an arbitration action is brought. The
         Administrative Agent on behalf of the Lenders shall have the right to
         proceed in any court of proper jurisdiction or by self-help to exercise
         or prosecute the following remedies, as applicable (i) all rights to
         foreclose against any real or personal property or other security by
         exercising a power of sale granted under Credit Documents or under
         applicable law or by judicial foreclosure and sale, including a
         proceeding to confirm the sale; (ii) all rights of self-help including
         peaceful occupation of real property and collection of rents, set-off,
         and peaceful possession of personal property; and (iii) obtaining
         provisional or ancillary remedies  including injunctive relief,
         sequestration, garnishment, attachment, appointment of receiver and
         filing an involuntary bankruptcy proceeding. Preservation of these
         remedies does not limit the power of an arbitrator to grant similar
         remedies that may be requested by a party in a Dispute.

                  (c)        The parties hereto agree that they shall not have a
         remedy of punitive or exemplary damages against the other in any
         Dispute and hereby waive any right or claim to punitive or exemplary
         damages they have now or which may arise in the future in connection
         with any Dispute whether the Dispute is resolved by arbitration or
         judicially.

                  (d)        By execution and delivery of this Agreement, each
         of the parties hereto accepts, for itself and in connection with its
         properties, generally and unconditionally, the non-exclusive
         jurisdiction relating to any arbitration proceedings conducted under
         the Arbitration Rules in Charlotte, North Carolina and irrevocably
         agrees to be bound by any final judgment rendered thereby in connection
         with this Agreement from which no appeal has been taken or is
         available.

         Section 9.16      Confidentiality.

         The Administrative Agent and each of the Lenders agrees that it will
use its best efforts not to disclose without the prior consent of the Borrower
(other than to its employees, affiliates, auditors or counsel or to another
Lender) any information with respect to the Parent Guarantor and its
Subsidiaries which is furnished pursuant to this Agreement, any other Credit
Document or any documents contemplated by or referred to herein or therein and
which is designated by the Borrower to the Lenders in writing as confidential or
as to which it is otherwise reasonably clear such information is not public,
except that any Lender may disclose any such information (a) as has become
generally available to the public other than by a breach of this Section 9.16,
(b) as may be required or appropriate in any report, statement or testimony
submitted to any municipal, state or federal regulatory body having or claiming
to have jurisdiction over such Lender or to the Federal Reserve Board or the
Federal Deposit Insurance Corporation or the OCC or the NAIC or similar
organizations (whether in the United States or elsewhere) or their successors,
(c) as may be required or appropriate in response to any summons or subpoena or
any law, order, regulation or ruling applicable to such Lender, (d) to any
prospective Participant or assignee in connection with any contemplated transfer
pursuant to Section 9.6, provided that such prospective transferee shall have
been made aware of this Section 9.16 and shall have agreed to be bound by its
provisions as if it were a party to this Agreement or (e) to Gold Sheets and
other similar bank trade publications; such information to consist of deal terms
and other information regarding the credit facilities evidenced by this Credit
Agreement customarily found in such publications.
<PAGE>

         Section 9.17      Acknowledgments.

         The Borrower and the other Credit Parties each hereby acknowledge that:

                  (a)      it has been  advised by counsel  in the  negotiation,
         execution  and  delivery  of each Credit Document;

                  (b)      neither the Administrative Agent nor any Lender has
         any fiduciary relationship with or duty to the Borrower or any other
         Credit Party arising out of or in connection with this Agreement and
         the relationship between Administrative Agent and Lenders, on one hand,
         and the Borrower and the other Credit Parties, on the other hand, in
         connection herewith is solely that of debtor and creditor; and

                  (c)      no joint  venture  exists  among the Lenders or among
         the  Borrower or the other  Credit Parties and the Lenders.

         Section 9.18      Waivers of Jury Trial.

         THE BORROWER, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND
THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT
PERMITTED 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.


                                    ARTICLE X

                                    GUARANTY

         Section 10.1      The Guaranty.

         In order to induce the Lenders to enter into this Agreement and to
extend credit hereunder and in recognition of the direct benefits to be received
by the Guarantors from the Extensions of Credit hereunder, each of the
Guarantors hereby agrees with the Administrative Agent and the Lenders as
follows: each Guarantor hereby unconditionally and irrevocably jointly and
severally guarantees as primary obligor and not merely as surety the full and
prompt payment when due, whether upon maturity, by acceleration or otherwise, of
any and all indebtedness of the Borrower to the Administrative Agent and the
Lenders. If any or all of the indebtedness of the Borrower to the Administrative
Agent and the Lenders becomes due and payable hereunder, each Guarantor
unconditionally promises to pay such indebtedness to the Administrative Agent
and the Lenders, on order, on demand, together with any and all reasonable
expenses which may be incurred by the Administrative Agent or the Lenders in
collecting any of the indebtedness. The word "indebtedness" is used in this
Article X in its most comprehensive sense and includes any and all advances,

<PAGE>

debts, obligations and liabilities of the Borrower arising in connection with
this Agreement, in each case, heretofore, now, or hereafter made, incurred or
created, whether voluntarily or involuntarily, absolute or contingent,
liquidated or unliquidated, determined or undetermined, whether or not such
indebtedness is from time to time reduced, or extinguished and thereafter
increased or incurred, whether the Borrower may be liable individually or
jointly with others, whether or not recovery upon such indebtedness may be or
hereafter become barred by any statute of limitations, and whether or not such
indebtedness may be or hereafter become otherwise unenforceable.

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

         Section 10.2      Bankruptcy.

         Additionally, each of the Guarantors unconditionally and irrevocably
guarantees jointly and severally the payment of any and all indebtedness of the
Borrower to the Lenders whether or not due or payable by the Borrower upon the
occurrence of any of the events specified in Section 7.1(e), and unconditionally
promises to pay such indebtedness to the Administrative Agent for the account of
the Lenders, or order, on demand, in lawful money of the United States. Each of
the Guarantors further agrees that to the extent that the Borrower or a
Guarantor shall make a payment or a transfer of an interest in any property to
the Administrative Agent or any Lender, which payment or transfer or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential,
or otherwise is avoided, and/or required to be repaid to the Borrower or a
Guarantor, the estate of the Borrower or a Guarantor, a trustee, receiver or any
other party under any bankruptcy law, state or federal law, common law or
equitable cause, then to the extent of such avoidance or repayment, the
obligation or part thereof intended to be satisfied shall be revived and
continued in full force and effect as if said payment had not been made.

         Section 10.3      Nature of Liability.

         The liability of each Guarantor hereunder is exclusive and independent
of any security for or other guaranty of the indebtedness of the Borrower
whether executed by any such Guarantor, any other guarantor or by any other
party, and no Guarantor's liability hereunder shall be affected or impaired by
(a) any direction as to application of payment by the Borrower or by any other
party, or (b) any other continuing or other guaranty, undertaking or maximum
liability of a guarantor or of any other party as to the indebtedness of the
Borrower, or (c) any payment on or in reduction of any such other guaranty or
undertaking, or (d) any dissolution, termination or increase, decrease or change
in personnel by the Borrower, or (e) any payment made to the Administrative
Agent or the Lenders on the indebtedness which the Administrative Agent or such
Lenders repay the Borrower pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding, and
each of the Guarantors waives any right to the deferral or modification of its
obligations hereunder by reason of any such proceeding. The obligations of the

<PAGE>

Guarantors hereunder are absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Credit
Documents or any other agreement or instrument referred to therein, to the
fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever which might otherwise constitute a legal or equitable
discharge or defense of a surety or a guarantor.

         Section 10.4      Independent Obligation.

         The obligations of each Guarantor hereunder are independent of the
obligations of any other Guarantor or the Borrower, and a separate action or
actions may be brought and prosecuted against each Guarantor whether or not
action is brought against any other Guarantor or the Borrower and whether or not
any other Guarantor or the Borrower is joined in any such action or actions.

         Section 10.5      Authorization.

         Each of the Guarantors authorizes the Administrative Agent and each
Lender without notice or demand (except as shall be required by applicable
statute and cannot be waived), and without affecting or impairing its liability
hereunder, from time to time to (a) renew, compromise, extend, increase,
accelerate or otherwise change the time for payment of, or otherwise change the
terms of the indebtedness or any part thereof in accordance with this Agreement,
including any increase or decrease of the rate of interest thereon, (b) take and
hold security from any Guarantor or any other party for the payment of this
Guaranty or the indebtedness and exchange, enforce, waive and release any such
security, (c) apply such security and direct the order or manner of sale thereof
as the Administrative Agent and the Lenders in their discretion may determine
and (d) release or substitute any one or more endorsers, guarantors, the
Borrower or other obligors.

         Section 10.6      Reliance.

         It is not necessary for the Administrative Agent or the Lenders to
inquire into the capacity or powers of the Borrower or the officers, directors,
partners or agents acting or purporting to act on their behalf, and any
indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder.

         Section 10.7      Waiver.

                  (a)       Each of the Guarantors waives any right (except as
         shall be required by applicable statute and cannot be waived) to
         require the Administrative Agent or any Lender to (i) proceed against
         the Borrower, any other guarantor or any other party, (ii) proceed
         against or exhaust any security held from the Borrower, any other
         guarantor or any other party, or (iii) pursue any other remedy in the
         Administrative Agent's or any Lender's power whatsoever. Each of the
         Guarantors waives any defense based on or arising out of any defense of
         the Borrower, any other Guarantor or any other party other than payment
         in full of the indebtedness, including without limitation any defense
         based on or arising out of the disability of the Borrower, any other
         guarantor or any other party, or the unenforceability of the
         indebtedness or any part thereof from any cause, or the cessation from

<PAGE>

         any cause of the liability of the Borrower other than payment in full
         of the indebtedness. Without limiting the generality of the provisions
         of this Article X, each of the Guarantors hereby specifically waives
         the benefits of N.C. Gen. Stat. ss. 26-7 through 26-9, inclusive. The
         Administrative Agent or any of the Lenders may, at their election,
         foreclose on any security held by the Administrative Agent or a Lender
         by one or more judicial or nonjudicial sales, whether or not every
         aspect of any such sale is commercially reasonable (to the extent such
         sale is permitted by applicable law), or exercise any other right or
         remedy the Administrative Agent and any Lender may have against the
         Borrower or any other party, or any security, without affecting or
         impairing in any way the liability of any Guarantor hereunder except to
         the extent the indebtedness has been paid. Each of the Guarantors
         waives any defense arising out of any such election by the
         Administrative Agent and each of the Lenders, even though such election
         operates to impair or extinguish any right of reimbursement or
         subrogation or other right or remedy of the Guarantors against the
         Borrower or any other party or any security.

                  (b)       Each of the Guarantors waives all presentments,
         demands for performance, protests and notices of nonperformance,
         notices of amendments or modifications to this Agreement or any of the
         other Credit Documents, notice of protest, notices of dishonor, notices
         of acceptance of this Guaranty, and notices of the existence, creation
         or incurring of new or additional indebtedness. Each Guarantor assumes
         all responsibility for being and keeping itself informed of the
         Borrower's financial condition and assets, and of all other
         circumstances bearing upon the risk of nonpayment of the indebtedness
         and the nature, scope and extent of the risks which such Guarantor
         assumes and incurs hereunder, and agrees that neither the
         Administrative Agent nor any Lender shall have any duty to advise such
         Guarantor of information known to it regarding such circumstances or
         risks.

                  (c)       Each of the Guarantors hereby agrees it will not
         exercise any rights of subrogation which it may at any time otherwise
         have as a result of this Guaranty (whether contractual, under Section
         509 of the U.S. Bankruptcy Code, or otherwise) to the claims of the
         Lenders against the Borrower or any other guarantor of the indebtedness
         of the Borrower owing to the Lenders (collectively, the "Other
         Parties") and all contractual, statutory or common law rights of
         reimbursement, contribution or indemnity from any Other Party which it
         may at any time otherwise have as a result of this Guaranty until such
         time as the Loans hereunder shall have been paid and the Commitments
         have been terminated. Each of the Guarantors hereby further agrees not
         to exercise any right to enforce any other remedy which the
         Administrative Agent and the Lenders now have or may hereafter have
         against any Other Party, any endorser or any other guarantor of all or
         any part of the indebtedness of the Borrower and any benefit of, and
         any right to participate in, any security or collateral given to or for
         the benefit of the Lenders to secure payment of the indebtedness of the
         Borrower until such time as the Loans hereunder shall have been paid
         and the Commitments have been terminated.
<PAGE>

         Section 10.8      Limitation on Enforcement.

         The Lenders agree that this Guaranty may be enforced only by the action
of the Administrative Agent acting upon the instructions of the Required Lenders
and that no Lender shall have any right individually to seek to enforce or to
enforce this Guaranty, it being understood and agreed that such rights and
remedies may be exercised by the Administrative Agent for the benefit of the
Lenders upon the terms of this Agreement. The Lenders further agree that this
Guaranty may not be enforced against any director, officer, employee or
stockholder of the Guarantors.

         Section 10.9      Confirmation of Payment.

         The Administrative Agent and the Lenders will, upon request after
payment of the indebtedness and obligations which are the subject of this
Guaranty and termination of the commitments relating thereto, confirm to the
Borrower, the Guarantors or any other Person that such indebtedness and
obligations have been paid and the commitments relating thereto terminated,
subject to the provisions of Section 10.2.

<PAGE>

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


BORROWER:                  DOLLAR TREE DISTRIBUTION, INC.
--------

                           By: /s/ Frederick C. Coble
                              --------------------------------------------------
                           Name: Frederick C. Coble
                                ------------------------------------------------
                           Title: Senior Vice President
                                 -----------------------------------------------

PARENT GUARANTOR:          DOLLAR TREE STORES, INC.,
----------------

                           By: /s/ Frederick C. Coble
                              --------------------------------------------------
                           Name: Frederick C. Coble
                                ------------------------------------------------
                           Title: Senior Vice President
                                 -----------------------------------------------

GUARANTORS:                DOLLAR TREE MANAGEMENT, INC.
----------

                           By: /s/ Frederick C. Coble
                              --------------------------------------------------
                           Name: Frederick C. Coble
                                ------------------------------------------------
                           Title:  Senior Vice President
                                  ----------------------------------------------

                           DOLLAR TREE AIR, INC.
                           DT KEYSTONE MANAGEMENT INC.
                           DT KEYSTONE DISTRIBUTION, INC.
                           DOLLAR TREE PROPERTIES, INC.
                           DTD TENNESSEE, INC.

                           By: /s/ Frederick C. Coble
                              --------------------------------------------------
                           Name: Frederick C. Coble
                                ------------------------------------------------
                           Title: Senior Vice President
                                 -----------------------------------------------
                                 of each of the foregoing corporations



<PAGE>



                           DT KEYSTONE DISTRIBUTION, LLC

                           By:  DT Keystone Distribution, Inc.,
                                    its sole member


                           By: /s/ Frederick C. Coble
                              --------------------------------------------------
                           Name: Frederick C. Coble
                                ------------------------------------------------
                           Title: Senior Vice President
                                 -----------------------------------------------


                           DT KEYSTONE DISTRIBUTION, R.L.L.L.P.

                           By:  DT Keystone Management, Inc.,
                           its general partner


                           By: /s/ Frederick C. Coble
                              --------------------------------------------------
                           Name: Frederick C. Coble
                                ------------------------------------------------
                           Title: Senior Vice President
                                 -----------------------------------------------




<PAGE>


AGENT:                     FIRST UNION NATIONAL BANK,
-----
                           as Agent and a Lender

                           By: /s/ Martha M. Winters
                              --------------------------------------------------
                           Name: Martha M. Winters
                                ------------------------------------------------
                           Title: Vice President
                                 -----------------------------------------------


<PAGE>


LENDERS:                   SUNTRUST BANK,
-------
                           as Documentation Agent and as a Lender

                           By: /s/ Vernon M. Towler
                              --------------------------------------------------
                           Name: Vernon M. Towler
                                ------------------------------------------------
                           Title: Vice President
                                 -----------------------------------------------



<PAGE>


                           FLEET NATIONAL BANK,
                           as Syndication Agent and as a Lender

                           By: /s/ Judith C. E. Kelly
                              --------------------------------------------------
                           Name: Judith C. E. Kelly
                                ------------------------------------------------
                           Title: Director
                                 -----------------------------------------------





<PAGE>


                           BANK OF AMERICA, N.A.

                           By: /s/ Timothy H. Spanos
                              --------------------------------------------------
                           Name: Timothy H. Spanos
                                ------------------------------------------------
                           Title: Managing Director
                                 -----------------------------------------------



<PAGE>


                           NATIONAL CITY BANK

                           By: /s/ Brian T. Strayton
                              --------------------------------------------------
                           Name: Brian T. Stayton
                                ------------------------------------------------
                           Title: Vice President
                                 -----------------------------------------------




<PAGE>


                           FIRSTAR BANK, N.A.

                           By: /s/ Amanda Smith
                              --------------------------------------------------
                           Name: Amanda Smith
                                ------------------------------------------------
                           Title: Banking Officer
                                 -----------------------------------------------




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>exhibit102.txt
<DESCRIPTION>OPERATING LEASE FACILITY
<TEXT>

                                                                    Exhibit 10.2






                                CREDIT AGREEMENT
                           Dated as of March 12, 2001

                                      among

                   First Security Bank, National Association,
              as Owner Trustee under the DTSD Realty Trust 1999-1,
                                as the Borrower,

                               The Several Lenders
                        from Time to Time Parties Hereto,

                                       and

                           FIRST UNION NATIONAL BANK,
                                  as the Agent

<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

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      Lender Facility Fees...............................................3

  2.5      Termination or Reduction of Commitments............................3

  2.6      Prepayments and Payments...........................................4

  2.7      Conversion and Continuation Options................................5

  2.8      Interest Rates and Payment Dates...................................5

  2.9      Computation of Interest............................................6

  2.10     Pro Rata Treatment and Payments....................................7

  2.11     Notice of Amounts Payable; Mandatory Assignment....................7

SECTION 3.  REPRESENTATIONS AND WARRANTIES....................................8

SECTION 4.  CONDITIONS PRECEDENT..............................................8
  4.1      Conditions to Effectiveness........................................8

  4.2      Conditions to Each Loan............................................9

SECTION 5.  COVENANTS.........................................................9
  5.1      Other Activities...................................................9

  5.2      Ownership of Properties, Indebtedness..............................9

  5.3      Disposition of Assets..............................................9

  5.4      Compliance with Operative Agreements...............................9

  5.5      Further Assurances................................................10

  5.6      Notices...........................................................10

  5.7      Discharge of Liens................................................10

  5.8      Trust Agreement...................................................10

SECTION 6.  EVENTS OF DEFAULT................................................11

SECTION 7.  THE AGENT........................................................13
  7.1      Appointment.......................................................13

  7.2      Delegation of Duties..............................................14

  7.3      Exculpatory Provisions............................................14

  7.4      Reliance by the Agent.............................................14

  7.5      Notice of Default.................................................15

  7.6      Non-Reliance on the Agent and Other Lenders.......................15

  7.7      Indemnification...................................................16

  7.8      The Agent in Its Individual Capacity..............................16

  7.9      Successor Agent...................................................16

  7.10     Actions of the Agent on Behalf of Holders.........................17

  7.11     The Agent's Duty of Care..........................................17

SECTION 8.  MATTERS RELATING TO PAYMENT AND COLLATERAL.......................17
  8.1      Collection and Allocation of Payments and Other Amounts...........17

  8.2      Certain Remedial Matters..........................................17

  8.3      Excepted Payments.................................................18


SECTION 9.  MISCELLANEOUS....................................................18
  9.1      Amendments and Waivers............................................18

  9.2      Notices...........................................................18

  9.3      No Waiver; Cumulative Remedies....................................18

  9.4      Survival of Representations and Warranties........................18

  9.5      Payment of Expenses and Taxes.....................................19

  9.6      Successors and Assigns............................................19

  9.7      Participations....................................................19

  9.8      Assignments.......................................................20

  9.9      The Register; Disclosure; Pledges to Federal Reserve Banks........22

  9.10     Adjustments; Set-off..............................................22

  9.11     Counterparts......................................................23

  9.12     Severability......................................................23

  9.13     Integration.......................................................23

  9.14     GOVERNING LAW.....................................................23

  9.15     SUBMISSION TO JURISDICTION; VENUE; ARBITRATION....................24

  9.16     Acknowledgements..................................................24

  9.17     WAIVERS OF JURY TRIAL.............................................24

  9.18     Nonrecourse.......................................................24

  9.19     USURY SAVINGS PROVISION...........................................25

SCHEDULES

Schedule 2.1      Commitments and Addresses of Lenders


EXHIBITS

Exhibit A-1       Form of Tranche A Note
Exhibit A-2       Form of Tranche B Note
Exhibit B         Form of Assignment and Acceptance


<PAGE>



                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT, dated as of March 12, 2001 (as amended,
modified, extended, supplemented, restated and/or replaced from time to time,
the "Agreement") is among FIRST SECURITY BANK, NATIONAL ASSOCIATION, as Owner
Trustee under the DTSD Realty Trust 1999-1 (the "Owner Trustee" or the
"Borrower"), the several banks and other financial institutions from time to
time parties to this Agreement (the "Lenders") and FIRST UNION NATIONAL BANK, a
national banking association, as a Lender and as the agent for the Lenders (the
"Agent").


         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 March 12,
2001 (as amended, modified, extended, supplemented, restated and/or replaced
from time to time in accordance with the applicable provisions thereof, the
"Participation Agreement") among the various parties thereto from time to time,
as the Lessees and the Construction Agents, the various parties thereto from
time to time, as the Guarantors, the Borrower, the various banks and other
lending institutions which are parties thereto from time to time, as the
Holders, the various banks and other lending institutions which are parties
thereto from time to time, as the Lenders, and First Union National Bank, as
agent for the Lenders and respecting the Security Documents, as the agent for
the Secured Parties. 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, each of the
Lenders severally agrees to make the portion of the Tranche A Loans and the
Tranche B Loans to the Borrower from time to time during the Commitment Period
in an amount up to such Lender's Commitment as is set forth adjacent to such
Lender's name in Schedule 2.1 hereto for the purpose of enabling the Borrower to
purchase the Properties and to pay Property Acquisition Costs, Property Costs
and Transaction Expenses, provided, that the aggregate principal amount at any
one (1) time outstanding with respect to each of the Tranche A Loans and the
Tranche B Loans shall not exceed the amount of the Tranche A Commitments and the
Tranche B Commitments respectively and; provided, further, that at no time shall
the pro rata share of the principal portion of the Tranche A Loans and Tranche B
Loans of any Lender exceed such Lender's pro rata share of the Tranche A
Commitments and the Tranche B Commitments, respectively. 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.

         (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 Agent 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 Lenders on a given date in an aggregate
amount less than $100,000 shall be ABR Loans, unless the remaining Available
Commitment for the Lenders in the aggregate is less than $100,000, in which
case, the Borrower may elect a Eurodollar Loan for such remaining amount.

         (c) ______ The Commitment of each Lender to make Tranche A Loans and
Tranche B Loans shall be pro rata.

         2.2      Notes.

         The Loans made by each Lender shall be evidenced by promissory notes of
the Borrower, substantially in the form of Exhibit A-1 in the case of the
Tranche A Loans (each, a "Tranche A Note") or Exhibit A-2 in the case of the
Tranche B Loans (each, a "Tranche B Note," and with the Tranche A Notes, the
"Notes"), with appropriate insertions as to payee and date, payable to the order
of such Lender and in a principal amount up to the Tranche A Commitment or
Tranche B Commitment, as the case may be, of such Lender. Each Lender is hereby
authorized to record the date, Type and amount of each Loan made by such Lender,
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 its 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) Subject to the terms and conditions hereof, 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 Agent
irrevocable notice (which must be received by the Agent prior to 12:00 Noon,
Charlotte, North Carolina time, at least three (3) Business Days prior to the
requested Borrowing Date 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
applicable Construction Agent or the applicable Lessee containing such required
information. Upon receipt of any such notice from the Borrower (or the
Construction Agent on behalf of the Borrower), the Agent shall promptly notify
each Lender thereof. Each Lender will make the amount of its pro rata share of
each borrowing available to the Agent for the account of the Borrower at the
office of the Agent specified in Section 9.2 prior to 12:00 Noon, Charlotte,
North Carolina time, on the Borrowing Date requested by the Borrower in funds
immediately available to the Agent. Such borrowing will then be made available
to the Borrower by the Agent crediting an account designated, subject to Section
9.1 of the Participation Agreement, by the Borrower on the books of such office
with the aggregate of the amounts made available to the Agent by the Lenders and
in like funds as received by the Agent. 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.

         (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 shall be increased
by the amount of interest added to the Loans.

         2.4      Lender Facility Fees.

         Promptly after receipt from the Lessee of the payment of the Lender
Facility Fee payable pursuant to Section 7.4 of the Participation Agreement,
the Agent shall distribute such payments to the Lenders pro rata in accordance
with their respective Commitments.

         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 Agent, 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-six percent (96%) 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, (B) shall reduce permanently the Commitments then in effect and (C)
shall be pro rata for the Commitments of all Lenders and pro rata between the
Tranche A Loans and the Tranche B Loans.

         (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 Agent, 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. Upon receipt of any such notice the Agent shall promptly
notify each Lender thereof. 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 Agent or 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 with respect to
the Property to which such payment relates in accordance with the Lease), or
(ii) the Termination Value of any Property in connection with the delivery of a
Termination Notice pursuant to Article XVI of the Lease, or (iii) the
Termination Value of any Property 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 respecting such Properties
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 with respect to the Property to
which such payment relates to the Lessor pursuant to the terms of the Agency
Agreement, then in each case, the Borrower shall pay such amounts to the Agent
and the Agent shall be required to apply and pay such amounts in accordance with
the provisions of Section 8.7(b)(ii) of the Participation Agreement.

         (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.

         (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 Agent 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 Agent at least three (3) Business Days' prior irrevocable notice of such
election. Upon receipt of any such notice, the Agent shall promptly notify each
Lender thereof. 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 one (1) month prior to the
Maturity Date or at any time when an Event of Default has occurred and is
continuing 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 Agent, 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, 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 direction of the Credit Parties in accordance with the
provisions hereof; provided, however, (A) upon delivery by the Agent of the
notice described in Section 2.9(c), the Loans of each of the Lenders shall bear
interest at the ABR from and after the dates and during the periods specified in
Section 2.9(c), (B) upon the delivery by a Lender of the notice described in
Section 11.3(e) of the Participation Agreement, the Loans of such Lender shall
bear interest at the ABR from and after the dates and during the periods
specified in Section 11.3(e) 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 ABR 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).

         (c) Interest shall be payable in arrears on the applicable
Scheduled Interest Payment Date, 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 Agent shall as soon as practicable notify the Borrower and the
Lenders 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 becomes
effective. The Agent shall as soon as practicable notify the Borrower and the
Lenders of the effective date and the amount of each such change in interest
rate.

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

         (c) If the Eurodollar Rate (i) cannot be determined by the Agent
in the manner specified in the definition of the term "Eurodollar Rate", or (ii)
the Majority Lenders determine that the Eurodollar Rate no longer fairly
reflects the cost of making and maintaining Eurodollar Loans, the Agent shall
give telecopy or telephonic notice thereof to the Borrower and the Lenders as
soon as practicable thereafter. Until such time as the Eurodollar Rate can be
determined by the Agent in the manner specified in the definition of such term
or the Majority Lenders rescind the above-referenced cost determination, 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     Pro Rata Treatment and Payments.

         (a) Each borrowing by the Borrower from the Lenders hereunder
and any reduction of the Commitments of the Lenders shall be made pro rata
according to their respective Commitments. Subject to the provisions of Section
8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment
(including without limitation each prepayment) by the Borrower on account of
principal of and interest on the Loans shall be made pro rata according to the
respective outstanding principal amounts on the Loans then held by the Lenders.
All payments (including without limitation prepayments) to be made by the
Borrower hereunder and under the Notes, whether on account of principal,
interest or otherwise, shall be made without setoff or counterclaim and shall be
made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date
thereof to the Agent, for the account of the Lenders, at the Agent's office
specified in Section 9.2, in Dollars and in immediately available funds. The
Agent shall endeavor to distribute such payments to the Lenders promptly within
two (2) days after receipt in like funds as received. If any payment hereunder
becomes due and payable on a day other than a Business Day, such payment shall
be extended to the next succeeding Business Day; provided, however, if such
payment includes an amount of interest calculated with reference to the
Eurodollar Rate and the result of such extension would be to extend such payment
into another calendar month, then such payment shall be made on the immediately
preceding Business Day. In the case of any extension of any payment of principal
pursuant to the preceding two (2) sentences, interest thereon shall be payable
at the then applicable rate during such extension.

         (b) Unless the Agent shall have been notified in writing by any
Lender prior to a borrowing that such Lender will not make its share of such
borrowing available to the Agent, the Agent may assume that such Lender is
making such amount available to the Agent, and the Agent may, in reliance upon
such assumption, make available to the Borrower a corresponding amount. If such
amount is not made available to the Agent by the required time on the Borrowing
Date therefor, such Lender shall pay to the Agent, on demand, such amount with
interest thereon at a rate equal to the daily average Federal Funds Effective
Rate for the period until such Lender makes such amount immediately available to
the Agent. A certificate of the Agent submitted to any Lender with respect to
any amounts owing under this Section 2.10(b) shall be conclusive in the absence
of manifest error. If such Lender's share of such borrowing is not made
available to the Agent by such Lender within three (3) Business Days of such
Borrowing Date, the Agent shall also be entitled to recover such amount with
interest thereon at the rate as set forth above on demand from the Borrower.

         2.11     Notice of Amounts Payable; Mandatory Assignment.

         (a) In the event that any Lender 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, the Lessee and the Agent thereof and, as
soon as possible thereafter, such Lender shall submit to the Borrower (with a
copy to the Agent) 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 any Lender 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
such Lender is required to make Loans as ABR Loans in accordance with Section
11.3(e) 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 one
or more of the Credit Parties, as Supplemental Rent) and in the discretion of
the Borrower, (i) require such Lender to transfer or assign, in whole or (with
such Lender's consent) in part, without recourse (in accordance with Section
9.8), all or (with such Lender'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 such Lender, can identify a Person who is ready, willing and able
to be such replacement bank or institution with respect thereto and such
replacement bank or institution (which may be another Lender) 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 of such Lender and
prepay all outstanding Loans of such Lender; 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 such Lender 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, if such Lender is also a Holder, 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 Commitment of such Lender and prepayment of Loans does not conflict with any
law, rule or regulation or order of any court or Governmental Authority.


                    SECTION 3. REPRESENTATIONS AND WARRANTIES

         To induce the Agent and the Lenders 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 each Lender 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

         Unless the Agent and each Lender have otherwise given their express
written consent during such period that any Loan or Note remains outstanding and
unpaid or any other amount is owing to any Lender or the Agent hereunder:

         5.1      Other Activities.

         Except as otherwise expressly contemplated by the Trust Agreement, 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.

         5.2      Ownership of Properties, Indebtedness.

         Except as otherwise expressly contemplated by the Trust Agreement, 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
Agent, 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 Agent or
the Majority Lenders 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 Agent 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 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 Agent or the Lenders 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 Section 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 three (3) or more Business Days; or

         (b) Except as provided in Sections 6(a) and 6(c), the Borrower
shall default, and such default shall continue for three (3) or more Business
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 any Credit Party 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 Agent or
the Majority Lenders, 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 in the opinion of the
Majority Lenders 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.

         (e) Any representation, warranty or statement made or deemed
made by the Borrower or the Trust Company herein or in any other Credit Document
or by the Borrower or the Trust Company or any Credit Party 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
Agent or a Lender, 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 Agent or the Majority Lenders,
provided, further, that in the case of this clause (ii), if such default is not
capable of remedy within such fifteen (15) day period but may be remedied with
further diligence and if the Borrower in the opinion of the Majority Lenders 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 controverted 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 the Borrower is
unable generally to pay its debts as they become due; or

         (h) Any Security Document shall cease to be in full force and
effect, or shall cease to give the Agent 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), in
favor of the Agent on behalf of the Lenders and the Holders, 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 any Lessee; or

         (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) with
the consent of the Majority Lenders, the Agent may, or upon the request of the
Majority Lenders, the Agent shall, by notice to the Borrower declare the
Commitments to be terminated forthwith, whereupon the Commitments shall
immediately terminate; and (ii) with the consent of the Majority Lenders, the
Agent may, or upon the request of the Majority Lenders, the Agent shall, 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 Agent shall, upon the
written instructions of the Majority Secured Parties, 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 Agent may, and upon
request of the Majority Secured Parties shall, 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 Agent or any Lender by reason of
the occurrence of any Event of Default or the exercise of remedies with respect
thereto.


                              SECTION 7. THE AGENT

         7.1      Appointment.

         Each Lender hereby irrevocably designates and appoints the Agent as the
agent of such Lender under this Agreement and the other Operative Agreements,
and each such Lender irrevocably authorizes the Agent, in such capacity, to
execute the Operative Agreements as agent for and on behalf of such Lender, to
take such action on behalf of such Lender under the provisions of this Agreement
and the other Operative Agreements and to exercise such powers and perform such
duties as are expressly delegated to the Agent by the terms of this Agreement
and other Operative Agreements, together with such other powers as are
reasonably incidental thereto. Without limiting the generality of the foregoing,
each of the Lenders hereby specifically acknowledges the terms and provisions of
the Participation Agreement and directs the Agent to exercise such powers, make
such decisions and otherwise perform such duties as are delegated to the Agent
thereunder without being required to obtain any specific consent with respect
thereto from any Lender, unless the matter under consideration is a Unanimous
Vote Matter or otherwise requires the consent of the Majority Lenders and/or the
Majority Secured Parties. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Operative Agreement or otherwise exist against the Agent.

         7.2      Delegation of Duties.

         The Agent may execute any of its duties under this Agreement and the
other Operative Agreements by or through agents or attorneys-in-fact and shall
be entitled to advice of counsel concerning all matters pertaining to such
duties. The Agent shall not be responsible for the negligence or misconduct of
any agents or attorneys-in-fact selected by it with reasonable care.

         7.3      Exculpatory Provisions.

         Neither the Agent nor any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates shall be (a) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement or any other Operative Agreement (except for its
or such Person's own gross negligence or willful misconduct) or (b) responsible
in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower or any Credit Party or any
officer thereof contained in this Agreement or any other Operative Agreement or
in any certificate, report, statement or other document referred to or provided
for in, or received by the Agent under or in connection with, this Agreement or
any other Operative Agreement or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other
Operative Agreement or for any failure of the Borrower or any Credit Party to
perform its obligations hereunder or thereunder. The Agent shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Operative Agreement, or to inspect the properties, books
or records of the Borrower or any Credit Party.

         7.4      Reliance by the Agent.

         The Agent shall be entitled to rely, and shall be fully protected in
relying, upon any Note, writing, resolution, notice, consent, certificate,
affidavit, letter, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including without limitation counsel to the
Borrower or the Lessee), independent accountants and other experts selected by
the Agent. The Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Agent. The Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Operative Agreement unless it shall first receive such advice or
concurrence of the Majority Lenders, the Majority Secured Parties or all Secured
Parties, as the case may be, as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. The Agent shall in all cases be fully protected in acting, or
in refraining from acting, under this Agreement and the other Operative
Agreements in accordance with a request of the Majority Lenders, the Majority
Secured Parties or all Secured Parties, as the case may be, and such and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Notes (or all Secured Parties, as the case
may be).

         7.5      Notice of Default.

         The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless the Agent has
received written notice from a Lender or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event that the Agent receives such a
notice, the Agent shall give notice thereof to the Lenders. The Agent shall take
such action with respect to such Default or Event of Default as shall be
reasonably directed by the Majority Secured Parties; provided, that unless and
until the Agent shall have received such directions, the Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the
best interests of the Secured Parties; provided, further, the foregoing shall
not limit (a) the rights of the Majority Secured Parties to elect remedies as
set forth in Section 6 and/or (b) the rights of the Majority Secured Parties or
all Secured Parties, as the case may be, as described in the Participation
Agreement (including without limitation Sections 8.2(h) and 8.6 of the
Participation Agreement).

         7.6      Non-Reliance on the Agent and Other Lenders.

         Each Lender expressly acknowledges that neither the Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the Agent
hereinafter taken, including without limitation any review of the affairs of the
Borrower or any Credit Party, shall be deemed to constitute any representation
or warranty by the Agent to any Lender. Each Lender represents to the Agent that
it has, independently and without reliance upon the Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Borrower and the
Credit Parties and made its own decision to make its Loans hereunder and enter
into this Agreement. Each Lender also represents that it will, independently and
without reliance upon the Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Operative Agreements, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Borrower and the Credit Parties. Except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Agent hereunder, the
Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, operations, property,
condition (financial or otherwise), prospects or creditworthiness of the
Borrower or Credit Parties which may come into the possession of the Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

         7.7      Indemnification.

         The Lenders agree to indemnify the Agent, in its capacity as such (to
the extent not reimbursed by the Borrower and without limiting the obligation of
the Borrower to do so), ratably according to their respective Commitment
Percentages in effect on the date on which indemnification is sought under this
Section 7.7 (or, if indemnification is sought after the date upon which the
Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with their Commitment Percentages immediately prior to
such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including without limitation at
any time following the payment of the Notes) be imposed on, incurred by or
asserted against any of them in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Operative Agreements or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by any of them
under or in connection with any of the foregoing; provided, that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the gross negligence or willful misconduct of the Agent.
The agreements in this Section 7.7 shall survive the payment of the Notes and
all other amounts payable hereunder.

         7.8      The Agent in Its Individual Capacity.

         The Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower or any Credit
Party as though the Agent were not the Agent hereunder and under the other
Operative Agreements. With respect to its Loans made or renewed by it and any
Note issued to it, the Agent shall have the same rights and powers under this
Agreement and the other Operative Agreements as any Lender and may exercise the
same as though it were not the Agent, and the terms "Lender" and "Lenders" shall
include the Agent in its individual capacity.

         7.9      Successor Agent.

         The Agent may resign at any time as the Agent upon thirty (30) days'
notice to the Lenders, the Borrower and, so long as no Lease Event of Default
shall have occurred and be continuing, the Lessee. If the Agent shall resign as
the Agent under this Agreement, the Majority Lenders shall appoint from among
the Lenders a successor Agent which successor Agent shall be subject to the
approval of the Borrower and, so long as no Lease Event of Default shall have
occurred and be continuing, the Lessee, such approval not to be unreasonably
withheld or delayed. If no successor Agent is appointed prior to the effective
date of the resignation of the resigning Agent, the Agent may appoint, after
consulting with the Lenders and subject to the approval of the Borrower and, so
long as no Lease Event of Default shall have occurred and be continuing, the
Lessee, such approval not to be unreasonably withheld or delayed, a successor
Agent from among the Lenders. If no successor Agent has accepted appointment as
the Agent by the date which is thirty (30) days following a retiring Agent's
notice of resignation, the retiring Agent's notice of resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Agent until such time, if any, as the Majority Lenders appoint a
successor Agent, as provided for above. Upon the effective date of such
resignation, only such successor Agent shall succeed to all the rights, powers
and duties of the retiring Agent and the term "Agent" shall mean such successor
agent and the retiring Agent's rights, powers and duties in such capacity shall
be terminated. After any retiring Agent resigns hereunder as the Agent, the
provisions of this Article VII and Section 9.5 shall inure to their respective
benefit as to any actions taken or omitted to be taken by it while it was the
Agent under this Agreement.

         7.10     Actions of the Agent on Behalf of Holders.

         The parties hereto specifically acknowledge and consent to the Agent's
acting on behalf of the Holders as provided in the Participation Agreement, and,
in any such case, the Lenders acknowledge that the Holders shall be entitled to
vote as "Secured Parties" hereunder to the extent required or permitted by the
Operative Agreements (including without limitation Sections 8.2(h) and 8.6 of
the Participation Agreement).

         7.11     The Agent's Duty of Care.

         Other than the exercise of reasonable care to assure the safe custody
of the Collateral while being held by the Agent hereunder or under any other
Operative Agreement, the Agent shall have no duty or liability to preserve
rights pertaining thereto, it being understood and agreed that the Credit
Parties shall be responsible for preservation of all rights in the Collateral,
and the Agent shall be relieved of all responsibility for the Collateral upon
surrendering it or tendering the surrender of it to any of the Credit Parties.
The Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which the Agent accords its own property,
which shall be no less than the treatment employed by a reasonable and prudent
agent in the industry, it being understood that the Agent shall not have
responsibility for taking any necessary steps to preserve rights against any
parties with respect to any of the Collateral.


              SECTION 8. MATTERS RELATING TO PAYMENT AND COLLATERAL

         8.1      Collection and Allocation of Payments and Other Amounts.

         The Credit Parties, the Agent, the Lenders, the Holders and the
Borrower have agreed pursuant to the terms of Section 8.7 of the Participation
Agreement to a procedure for the allocation and distribution of certain payments
and distributions, 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 each Holder shall at all times retain the
right, but not to the exclusion of the Agent, (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 any Credit Party shall have failed
to maintain or as the Borrower or any Holder may desire, and (iii) to enforce
compliance by each 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 Agent 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.

         9.3      No Waiver; Cumulative Remedies.

         No failure to exercise and no delay in exercising, on the part of the
Agent or any Lender, 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 Credit Parties as
Supplemental Rent): (a) pay all reasonable out-of-pocket costs and expenses of
(i) the Agent 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) the Agent and each of the Lenders 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 Agent and for each of the Lenders) and
(b) pay and hold each of the Lenders harmless from and against any and all
present and future stamp and other similar taxes with respect to the foregoing
matters and save each of the Lenders harmless from and against any and all
liabilities with respect to or resulting from any delay or omission (other than
to the extent attributable to such Lender) to pay such taxes.

         9.6      Successors and Assigns.

         This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Lenders, the Agent, all future holders of the Notes and their
respective successors and assigns, except that the Borrower may not assign or
transfer any of its rights or obligations under this Agreement except in
accordance with Section 10.1 of the Participation Agreement and the other
applicable provisions of the Operative Agreements.

         9.7      Participations.

         Subject to and in accordance with Section 10.1 of the Participation
Agreement, any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one (1) or more banks,
financial institutions or other entities (each, a "Participant") participating
interests in any Loan owing to such Lender, any Note held by such Lender, any
Commitment of such Lender or any other interest or obligation of such Lender
hereunder and under the other Operative Agreements; provided, that any such sale
of a participating interest shall be in a principal amount of at least
$2,000,000 or such lesser amount constituting such Lender's entire interest in
this Agreement and the Notes. In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Note for all purposes under this Agreement
and the Notes, and the Borrower and the Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the Notes. In no event shall any
Participant have any right to approve any amendment or waiver of any provision
of this Agreement or any other Operative Agreement, or any consent to any
departure by the Borrower or any other Person therefrom. The Borrower agrees
that, while an Event of Default shall have occurred and be continuing, if
amounts outstanding under this Agreement and the Notes are due or unpaid, or
shall have become due and payable upon the occurrence of an Event of Default,
each Participant shall, to the maximum extent permitted by applicable law, be
deemed to have the right of setoff in respect of its participating interests in
amounts owing directly to it as a Lender under this Agreement or any Note,
provided, that in purchasing such participating interest, such Participant shall
be deemed to have agreed to share with the Lenders the proceeds thereof as
provided in Section 9.10(a) as fully as if it were a Lender hereunder. The
Borrower also agrees that each Participant shall be entitled to the benefits of
Sections 11.2(e), 11.3 and 11.4 of the Participation Agreement with respect to
its participation in the Commitments and the Loans outstanding from time to time
as if it was a Lender; provided, that such Participant shall have complied with
the requirements of said Sections and provided, further, that no Participant
shall be entitled to receive any greater amount pursuant to any such Section
than the transferor Lender would have been entitled to receive in respect of the
amount of the participation transferred by such transferor Lender to such
Participant had no such transfer occurred.

         9.8      Assignments.

         (a) Subject to and in accordance with Section 10.1 of the
Participation Agreement, any Lender may, in the ordinary course of its business
and in accordance with applicable law, at any time and from time to time assign
to any Lender or any affiliate of any Lender or to an additional 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, executed by such Purchasing Lender, such assigning Lender (and, in
the case of a Purchasing Lender that is not a Lender or an affiliate thereof,
subject to Section 9.1 of the Participation Agreement, by the Borrower (so long
as no Event of Default shall have occurred and then be continuing) and the
Agent) and delivered to the Agent for its acceptance and recording in the
Register; provided, that no such assignment to a Purchasing Lender (other than
any Lender or any affiliate thereof) shall be in an aggregate principal amount
less than $5,000,000 (other than in the case of an assignment of all of a
Lender's interests under this Agreement and the Notes). 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 a Lender hereunder with a
Commitment as set forth therein, and (y) the assigning Lender thereunder shall,
to the extent provided in such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such assigning Lender 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 and/or assigning 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
an assigning Lender and a Purchasing Lender (and, in the case of a Purchasing
Lender that is not a Lender or an affiliate thereof, by the Borrower and the
Agent) together with payment to the Agent of a registration and processing fee
of $2,500 (which shall not be payable by the Borrower or any Credit Party,
except as otherwise provided in connection with an assignment requested in
accordance with Section 2.11(b)), the Agent shall (i) promptly accept such
Assignment and Acceptance and (ii) promptly after the effective date determined
pursuant thereto, record the information contained therein in the Register and
give notice of such acceptance and recordation to the Lenders and the Borrower.
On or prior to such effective date, the Borrower, at its own expense, shall
execute and deliver to the Agent new Notes (in exchange for the Notes of the
assigning Lender), each in an amount equal to the Commitment assumed or Loans
purchased by the relevant Purchasing Lender pursuant to such Assignment and
Acceptance, and, if the assigning Lender has retained a Commitment or any Loan
hereunder, new Notes to the order of the assigning Lender, each in an amount
equal to the Commitment or Loans retained by it hereunder. 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) Each Purchasing  Lender (other than any Lender  organized and
existing under the laws of the U.S. or any political subdivision in or of the
U.S.), by executing and delivering an Assignment and Acceptance,

                  (i)......agrees to execute and deliver to the Agent, as
promptly as practicable, four (4) signed copies (two (2) for the Agent and two
(2) for delivery by the Agent to the Borrower) of Form 1001 or Form 4224 (or any
successor form or comparable form) (it being understood that if the applicable
form is not so delivered, payments under or in respect of this Agreement may be
subject to withholding and deduction);

                  (ii).....represents and warrants to the Borrower and the Agent
that the form so delivered is true and accurate and that, as of the effective
date of the applicable Assignment and Acceptance, each of such Purchasing
Lender's lending offices is entitled to receive payments of principal and
interest under or in respect of this Agreement without withholding or deduction
for or on account of any taxes imposed by the U.S. Federal government;

                  (iii)....agrees to annually hereafter deliver to each of the
Borrower and the Agent not later than December 31 of the year preceding the year
to which it will apply, two (2) further properly completed signed copies of Form
1001 or Form 4224 (or any successor form or comparable form), as appropriate,
unless an event has occurred which renders the relevant form inapplicable (it
being understood that if the applicable form is not so delivered, payments under
or in respect of this Agreement may be subject to withholding and deduction);

                  (iv).....agrees to promptly notify the Borrower and the Agent
in writing if it ceases to be entitled to receive payments of principal and
interest under or in respect of this Agreement without withholding or deduction
for or on account of any taxes imposed by the U.S. or any political subdivision
in or of the U.S. (it being understood that payments under or in respect of this
Agreement may be subject to withholding and deduction in such event);

                  (v)......acknowledges that in the event it ceases to be exempt
from withholding and/or deduction of such taxes, the Agent may withhold and/or
deduct the applicable amount from any payments to which such assignee Lender
would otherwise be entitled, without any liability to such assignee Lender
therefor; and

                  (vi).....agrees to indemnify the Borrower and the Agent from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs or expenses that result from such assignee
Lender's breach of any such representation, warranty or agreement.

         (d) Any Lender party to this Agreement 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      The Register; Disclosure; Pledges to Federal Reserve Banks.

         (a) The Agent shall maintain for the benefit of the Lenders at
its address referred to in Section 9.2 a copy of each Assignment and Acceptance
delivered to it and a register (the "Register") for the recordation of the names
and addresses of the Lenders, the Commitments of the Lenders, and the principal
amount of the Loans owing to each Lender from time to time. The entries in the
Register shall be conclusive, in the absence of clearly demonstrable error, and
the Borrower, the Agent and the Lenders may treat each Person whose name is
recorded in the Register as the owner of the Loan recorded therein for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable notice.

         (b) Nothing herein shall prohibit any Lender from pledging or
assigning any Note to any Federal Reserve Bank in accordance with applicable
law.

         9.10     Adjustments; Set-off.

         (a) Except as otherwise expressly provided in Section 8.1
hereof and Section 8.7 of the Participation Agreement where, and to the extent,
one (1) Lender is entitled to payments prior to other Lenders, if any Lender (a
"Benefitted Lender") shall at any time receive any payment of all or part of its
Loans, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in Section 6(g), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of such other Lender's Loans, or interest thereon,
such Benefitted Lender shall purchase for cash from the other Lenders a
participating interest in such portion of each such other Lender's Loan, or
shall provide such other Lenders with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such Benefitted Lender to
share the excess payment or benefits of such collateral or proceeds ratably with
each of the Lenders; provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such Benefitted Lender,
such purchase shall be rescinded, and the purchase price and benefits returned,
to the event of such recovery, but without interest.

         (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 Agent and each Lender are 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 Agent or such Lender (including without limitation
by branches and agencies of the Agent or such Lender wherever located) to or for
the credit or the account of the Borrower against and on account of the
obligations and liabilities of the Borrower to the Agent or such Lender under
this Agreement or under any of the other Operative Agreements, including without
limitation all interests in obligations of the Borrower purchased by any such
Lender pursuant to Section 9.10(a), 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 Agent or such Lender
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 Agent.

         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, the Agent, and the Lenders with respect to the subject matter
hereof and thereof, and there are no promises, undertakings, representations or
warranties by the Agent or any Lender 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 INTERNAL LAWS OF THE STATE OF
NORTH CAROLINA (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO
CONFLICTS OF LAW), EXCEPT TO THE EXTENT THE LAWS OF THE STATE WHERE A PARTICULAR
PROPERTY IS LOCATED ARE REQUIRED TO APPLY.

         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     Acknowledgements.

         The Borrower hereby acknowledges that:

         (a) neither the Agent nor any Lender has any 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 Agent and the Lenders, 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
among the Lenders or among the Borrower and the Lenders.

         9.17     WAIVERS OF JURY TRIAL.

         THE BORROWER, THE AGENT AND THE LENDERS 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 Agent and the Lenders agree
that, in the event any of them pursues any remedies available to them under this
Agreement, the Notes or any other Operative Agreement, neither the Agent nor the
Lenders shall 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 Credit Parties; 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
Agent and the Lenders further agree 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 any Lessee for application to such Supplemental
Amounts shall have been paid by such Lessee pursuant to the Lease (it being
understood that the failure by any 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 Agent or any Lender 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 (whether of payment and/or
performance) given to the Lessor, the Agent or the Lenders, 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 AGENT OR ANY
LENDER 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 NEITHER THE AGENT NOR ANY
LENDER INTENDS TO CHARGE OR RECEIVE ANY UNEARNED INTEREST IN THE EVENT OF SUCH
DEMAND. ALL INTEREST PAID OR AGREED TO BE PAID TO THE AGENT OR ANY LENDER SHALL,
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]


<PAGE>


                            DTSD Realty Trust 1999-1

         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, as
                         Owner Trustee under the
                         DTSD Realty Trust 1999-1


                         By: /s/ Val T. Orton
                            --------------------------------------------------
                         Name: Val T. Orton
                              ------------------------------------------------
                         Title: Vice President
                               -----------------------------------------------




                           [signature pages continue]


<PAGE>



                         FIRST UNION NATIONAL BANK, as the Agent and a Lender


                         By: /s/ Evander S. Jones, Jr.
                            --------------------------------------------------
                         Name: Evander S. Jones, Jr.
                              ------------------------------------------------
                         Title: Vice President
                               -----------------------------------------------




                           [signature pages continue]



<PAGE>


                         FLEET NATIONAL BANK, as a Lender


                         By: /s/ Judith C. E. Kelly
                             -------------------------------------------------
                         Name: Judith C. E. Kelly
                               -----------------------------------------------
                         Title: Director
                                ----------------------------------------------




                           [signature pages continue]



<PAGE>


                         NATIONAL CITY BANK, as a Lender


                         By: /s/ Brian T. Strayton
                             -------------------------------------------------
                         Name: Brian T. Strayton
                               -----------------------------------------------
                         Title: Vice President
                                ----------------------------------------------




                           [signature pages continue]



<PAGE>


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


                         By: /s/ Timothy H. Spanos
                             -------------------------------------------------
                         Name: Timothy H. Spanos
                               -----------------------------------------------
                         Title: Managing Director
                                ----------------------------------------------




                           [signature pages continue]



<PAGE>


                         FIRSTAR BANK, N.A., as a Lender


                          By: /s/ Amanda Smith
                              -------------------------------------------------
                          Name: Amanda Smith
                                -----------------------------------------------
                         Title:  Banking Officer
                                 ----------------------------------------------




                           [signature pages continue]



<PAGE>


                         SUNTRUST BANK, as a Lender


                         By: /s/ Vernon M. Towler
                             -------------------------------------------------
                         Name: Vernon M. Towler
                               -----------------------------------------------
                         Title: Vice President
                                ----------------------------------------------




                              [signature pages end]

<PAGE>
<TABLE>
<CAPTION>

                                  Schedule 2.1


                                                     Tranche A Commitment               Tranche B Commitment
                                                   Amount          Percentage         Amount          Percentage
                                                   ------          ----------         ------          ----------

<S>                                            <C>                  <C>            <C>                 <C>
First Union National Bank                      $28,700,145.35       20.9566%       $4,495,203.49       20.9566%
c/o First Union Securities, Inc.
301 South College Street, TW-6
Charlotte, North Carolina 28288-0166
Attention:        Tim Ritch
Telephone:        704-383-0819
Telecopy:         704-383-8108

Fleet National Bank                            $29,858,824.88       21.8023%       $4,676,598.84       21.8023%
100 Federal Street
MA DE 10008F
Boston, MA 02110
Attention:         Judith Kelly
Telephone:        617-434-5280
Telecopy:          617-434-6685

National City Bank                             $14,929,142.44       10.9012%       $2,338,299.42       10.9012%
155 East Broad Street
Columbus, OH 43251-0034
Attention:         Brian T. Strayton
Telephone:        614-463-8386
Telecopy:           614-463-8572

Bank of America, N.A.                          $20,635,392.44       15.0678%       $3,232,049.42       15.0678%
100 North Tryon Street
Charlotte, NC 28255
Attention:        Timothy H. Spanos
Telephone:        704-386-4507
Telecopy:         704-388-8268

Firstar Bank, N.A.                             $14,265,625.00       10.4167%       $2,234,375.00       10.4167%
One Firstar Plaza
St. Louis, MO 63101
Attention:   Amanda Smith
Telephone:        314-418-3638
Telecopy:         314-418-1963

SunTrust Bank                                  $28,561,409.88       20.8554%       $4,473,473.84       20.8554%
                                               --------------       -------        -------------       -------
Commercial Division
500 Main Street
Norfolk, VA 23510-2205
Attention:        Vernon M. Towler
Telephone:        757-624-5514
Telecopy:         757-624-5457

TOTAL                                           $136,950,000          100%          $21,450,000          100%
                                                ============          ===           ===========          ===

</TABLE>



<PAGE>

                                   Exhibit A-1


                                 TRANCHE A NOTE

                           (DTSD Realty Trust 1999-1)

                                                            [___________, 200__]


         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 [Lender] (the "Lender"), at the office of First
Union National Bank, located at c/o First Union Securities, Inc., TW-6, 301
South College Street, Charlotte, North Carolina 28288-0166 or at such other
address as may be specified by First Union National Bank, 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 Tranche A 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
Tranche A 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 March 12, 2001 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
Lender, the other banks and financial institutions from time to time parties
thereto and First Union National Bank, as the Agent, (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.

         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 INTERNAL LAWS OF THE STATE OF NORTH CAROLINA (WITHOUT
GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW), EXCEPT TO
THE EXTENT THE LAWS OF THE STATE WHERE A PARTICULAR PROPERTY IS LOCATED ARE
REQUIRED TO APPLY.


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




<PAGE>


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

                         FIRST SECURITY BANK,
                         NATIONAL ASSOCIATION, as
                         Owner Trustee under the
                         DTSD Realty Trust 1999-1


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






<PAGE>


                                      A2-3
                                   Exhibit A-2


                                 TRANCHE B NOTE

                           (DTSD Realty Trust 1999-1)

                               [_________, 200__]


         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 [Lender] (the "Lender") at the office of First
Union National Bank located at c/o First Union Securities, Inc., TW-6, 301 South
College Street, Charlotte, North Carolina 28288-0166 or at such other address as
may be specified by First Union National Bank, 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 Tranche B 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
Tranche B 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 March 12, 2001 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
Lender, the other banks and financial institutions from time to time parties
thereto and First Union National Bank, as the Agent, (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.

         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 INTERNAL LAWS OF THE STATE OF NORTH CAROLINA (WITHOUT
GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW), EXCEPT TO
THE EXTENT THE LAWS OF THE STATE WHERE A PARTICULAR PROPERTY IS LOCATED ARE
REQUIRED TO APPLY.


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



<PAGE>


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

                         FIRST SECURITY BANK,
                         NATIONAL ASSOCIATION, as
                         Owner Trustee under the
                         DTSD Realty Trust 1999-1


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






<PAGE>


                                       B-5
                                    Exhibit B

                            ASSIGNMENT AND ACCEPTANCE


         THIS ASSIGNMENT AND ACCEPTANCE dated as of ____________, 200__ (as
amended, modified, supplemented, restated and/or replaced from time to time, the
"Assignment and Acceptance") is between [____________________] (the "Assignor")
and [_______________] (the "Assignee").

         Reference is made to the Credit Agreement, dated as of March 12, 2001
(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"), the Lenders named therein and
FIRST UNION NATIONAL BANK, as the Agent. 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.

         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 [___%] 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 Agent exchange such Note for a new Note payable to the
Assignee and (if the Assignor has retained any interest in the Assigned
Facility) a new Note payable to the Assignor in the respective amounts which
reflect the assignment being made hereby (and after giving effect to any other
assignments which have become effective on the Effective Date).

         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, the Agent or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement, the other Operative Agreements or any other
instrument or document furnished pursuant hereto or thereto; (d) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Credit Agreement, the other Operative
Agreements or any other instrument or document furnished pursuant hereto or
thereto as are delegated to the Agent by the terms thereof, together with such
powers as are incidental thereto; and (e) 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 as a Lender
including without limitation, if it is organized under the laws of a
jurisdiction outside the U.S., its obligation pursuant to Section 11.2(e) of the
Participation Agreement.

         4. The effective date of this Assignment and Acceptance shall
be [________, 200__] (the "Effective Date"). Following the execution of this
Assignment and Acceptance, it will be delivered to the Agent for acceptance by
it and recording by the Agent pursuant to Section 9.9 of the Credit Agreement,
effective as of the Effective Date (which shall not, unless otherwise agreed to
by the Agent, be earlier than five (5) Business Days after the date of such
acceptance and recording by the Agent).

         5. Upon such acceptance and recording, from and after the
Effective Date, the Agent 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 Agent 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 INTERNAL LAWS OF THE
STATE OF NORTH CAROLINA (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF
RELATING TO CONFLICTS OF LAW), EXCEPT TO THE EXTENT THE LAWS OF THE STATE WHERE
A PARTICULAR PROPERTY IS LOCATED ARE REQUIRED TO APPLY.


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


<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.


                         [Name of Assignor]

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



                         [Name of Assignee]

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





<PAGE>


                                   SCHEDULE 1

                          TO ASSIGNMENT AND ACCEPTANCE
                        RELATING TO THE CREDIT AGREEMENT,
                           DATED AS OF MARCH 12, 2001,

                                      AMONG

                    FIRST SECURITY BANK, NATIONAL ASSOCIATION
                                AS OWNER TRUSTEE,

                            THE LENDERS NAMED THEREIN

                                       AND

                     FIRST UNION NATIONAL BANK, AS THE AGENT
                 FOR THE LENDERS (IN SUCH CAPACITY, THE "AGENT")




Name of Assignor:
                  --------------------------------------------

Name of Assignee:
                  --------------------------------------------

Effective Date of Assignment:
                              -----------------------


Credit Principal             Commitment Amount
Facility Assigned                Assigned                  Percentage Assigned
-----------------            -----------------             -------------------

 .......                         $                                      %
 .......                         $                                      %


         [Name of Assignor]

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

         [Name of Assignee]

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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>exhibit103.txt
<DESCRIPTION>LEASE AGREEMENT
<TEXT>

                                                                    Exhibit 10.3


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

                                 LEASE AGREEMENT

                           Dated as of March 12, 2001

                                     between

                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,
              as Owner Trustee under the DTSD Realty Trust 1999-1,
                                    as Lessor

                                       and

   Respecting each particular Property, the Lessee referenced on the signature
     pages hereto which has executed a Lease Supplement with respect to such
      Property or such other Credit Party designated as Lessee in any Lease
                       Supplement respecting such Property
--------------------------------------------------------------------------------

This Lease Agreement is subject to a security interest in favor of First Union
National Bank, as the agent for the Lenders and respecting the Security
Documents, as the agent for the Secured Parties (the "Agent") under a Security
Agreement dated as of March 12, 2001 between First Security Bank, National
Association, as Owner Trustee under the DTSD Realty Trust 1999-1 and the Agent,
as amended, modified, extended, supplemented, restated and/or replaced from time
to time in accordance with the applicable provisions thereof. This Lease
Agreement has been executed in several counterparts. To the extent, if any, that
this Lease Agreement constitutes chattel paper (as such term is defined in the
Uniform Commercial Code as in effect in any applicable jurisdiction), no
security interest in this Lease Agreement may be created through the transfer or
possession of any counterpart other than the original counterpart containing the
receipt therefor executed by the Agent on the signature page hereof.


                                TABLE OF CONTENTS


ARTICLE I......................................................................1
  1.1      Definitions.........................................................1
   1.2      Interpretation.....................................................2

ARTICLE II.....................................................................2
  2.1      Property............................................................2
  2.2      Lease Term..........................................................2
  2.3      Title...............................................................2
  2.4      Lease Supplements...................................................3

ARTICLE III....................................................................3
  3.1      Rent................................................................3
  3.2      Payment of Basic Rent...............................................3
  3.3      Supplemental Rent...................................................3
  3.4      Performance on a Non-Business Day...................................4
  3.5      Rent Payment Provisions.............................................4

ARTICLE IV.....................................................................5
  4.1      Taxes; Utility Charges..............................................5

ARTICLE V......................................................................5
  5.1      Quiet Enjoyment.....................................................5

ARTICLE VI.....................................................................6
  6.1      Net Lease...........................................................6
  6.2      No Termination or Abatement.........................................6

ARTICLE VII....................................................................7

ARTICLE VIII...................................................................8
  8.1      Condition of the Properties.........................................8
  8.2      Possession and Use of the Properties................................9
  8.3      Integrated Properties..............................................10

ARTICLE IX....................................................................10
  9.1      Compliance With Legal Requirements, Insurance Requirements
           and Manufacturer's Specifications and Standards....................10

ARTICLE X.....................................................................11
  10.1     Maintenance and Repair; Return.....................................11
  10.2     Environmental Inspection...........................................12

ARTICLE XI....................................................................13
  11.1     Modifications......................................................13

ARTICLE XII...................................................................13
  12.1     Warranty of Title..................................................13

ARTICLE XIII..................................................................14
  13.1     Permitted Contests Other Than in Respect of Indemnities............14
  13.2     Impositions, Utility Charges, Other Matters;
           Compliance with Legal Requirements.................................15

ARTICLE XIV...................................................................15
  14.1     Public Liability and Workers' Compensation Insurance...............15
  14.2     Permanent Hazard and Other Insurance...............................16
  14.3     Coverage...........................................................17

ARTICLE XV....................................................................18
  15.1     Casualty and Condemnation..........................................18
  15.2     Environmental Matters..............................................20
  15.3     Notice of Environmental Matters....................................21

ARTICLE XVI...................................................................21
  16.1     Termination Upon Certain Events....................................21
  16.2     Procedures.........................................................22

ARTICLE XVII..................................................................22
  17.1     Lease Events of Default............................................22
  17.2     Surrender of Possession............................................26
  17.3     Reletting..........................................................26
  17.4     Damages............................................................26
  17.5     Power of Sale......................................................27
  17.6     Final Liquidated Damages...........................................27
  17.7     Environmental Costs................................................28
  17.8     Waiver of Certain Rights...........................................28
  17.9     Assignment of Rights Under Contracts...............................28
  17.10    Remedies Cumulative................................................29

ARTICLE XVIII.................................................................29
  18.1     Lessor's Right to Cure Lessees' Lease Defaults.....................29

ARTICLE XIX...................................................................29
  19.1     Provisions Relating to Any Lessee's Exercise of its
           Purchase Option....................................................29
  19.2     No Purchase or Termination With Respect to Less
           than All of a Property.............................................29

ARTICLE XX....................................................................30
  20.1     Purchase Option or Sale Option-General Provisions..................30
  20.2     Lessee Purchase Option.............................................30
  20.3     Third Party Sale Option............................................31

ARTICLE XXI...................................................................32
  21.1     [Intentionally Omitted]............................................32

ARTICLE XXII..................................................................32
  22.1     Sale Procedure.....................................................32
  22.2     Application of Proceeds of Sale....................................35
  22.3     Indemnity for Excessive Wear.......................................35
  22.4     Appraisal Procedure................................................35

ARTICLE XXIII.................................................................36
  23.1     Holding Over.......................................................36

ARTICLE XXIV..................................................................36
  24.1     Risk of Loss.......................................................36

ARTICLE XXV...................................................................37
  25.1     Assignment.........................................................37
  25.2     Subleases..........................................................37

ARTICLE XXVI..................................................................38
  26.1     No Waiver..........................................................38

ARTICLE XXVII.................................................................38
  27.1     Acceptance of Surrender............................................38
  27.2     No Merger of Title.................................................38

ARTICLE XXVIII................................................................38
  28.1     Incorporation of Covenants.........................................38

ARTICLE XXIX..................................................................39
  29.1     Notices............................................................39

ARTICLE XXX...................................................................40
  30.1     Miscellaneous......................................................40
  30.2     Amendments and Modifications.......................................40
  30.3     Successors and Assigns.............................................40
  30.4     Headings and Table of Contents.....................................40
  30.5     Counterparts.......................................................40
  30.6     GOVERNING LAW......................................................40
  30.7     Calculation of Rent................................................40
  30.8     Memoranda of Lease and Lease Supplements...........................41
  30.9     Allocations between the Lenders and the Holders....................41
  30.10    Limitations on Recourse............................................41
  30.11    WAIVERS OF JURY TRIAL..............................................41
  30.12    Exercise of Lessor Rights..........................................42
  30.13    SUBMISSION TO JURISDICTION; VENUE; ARBITRATION.....................42
  30.14    USURY SAVINGS PROVISION............................................42

EXHIBITS

EXHIBIT A           -      Lease Supplement No. ____
EXHIBIT B           -      Memorandum of Lease and Lease Supplement No. ____



<PAGE>



                                 LEASE AGREEMENT


         THIS LEASE AGREEMENT dated as of March 12, 2001 (as amended, modified,
extended, supplemented, restated and/or replaced from time to time, this
"Lease") is between FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national
banking association, having its principal office at 79 South Main Street, MAC:
U1254-031, Salt Lake City, Utah 84111, as Owner Trustee under the DTSD Realty
Trust 1999-1, as lessor (the "Lessor"), and respecting each particular Property
subject to this Lease as of the date hereof, the Credit Party referenced on the
signature pages hereto which has executed a Lease Supplement with respect to
such Property and respecting any other Property which becomes subject to this
Lease after the date hereof, each other Credit Party designated as a Lessee in
any Lease Supplement respecting any such Property, as lessee (each such entity
with respect to each such Property may be referred to herein as the "Lessee").

                              W I T N E S S E T H:

         A. WHEREAS, subject to the terms and conditions of the
Participation Agreement and the Agency Agreement, Lessor will (i) purchase or
ground lease various parcels of real property, some of which will (or may) have
existing Improvements thereon, from one (1) or more third parties designated by
the applicable Lessee and (ii) fund the acquisition, installation, testing, use,
development, construction, operation, maintenance, repair, refurbishment and
restoration of each Property by the applicable Construction Agent; and

         B. WHEREAS, the Term shall commence with respect to each
Property upon the Property Closing Date with respect thereto; provided, Basic
Rent with respect thereto shall not be payable until the applicable Rent
Commencement Date; and

         C. WHEREAS,  Lessor desires to lease to each applicable  Lessee,  and
each applicable Lessee desires to lease from Lessor, each Property for which
such Lessee has executed a Lease Supplement;

         NOW, THEREFORE, in consideration of the foregoing, and of other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


                                    ARTICLE I

         1.1      Definitions.

                  For purposes of this Lease, capitalized terms used in this
Lease and not otherwise defined herein shall have the meanings assigned to them
in Appendix A to that certain Participation Agreement dated as of March 12, 2001
(as amended, modified, extended, supplemented, restated and/or replaced from
time to time in accordance with the applicable provisions thereof, the
"Participation Agreement") among Lessees, the various parties thereto from time
to time, as the Guarantors, Lessor, the various banks and other lending
institutions which are parties thereto from time to time, as the Holders, the
various banks and other lending institutions which are parties thereto from time
to time, as the Lenders, and First Union National Bank, as agent for the Lenders
and respecting the Security Documents, as the agent for the Secured Parties.
Unless otherwise indicated, references in this Lease to articles, sections,
paragraphs, clauses, appendices, schedules and exhibits are to the same
contained in this Lease.

         1.2      Interpretation.

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

                                   ARTICLE II

         2.1      Property.

                  Subject to the terms and conditions hereinafter set forth and
contained in the respective Lease Supplement relating to each Property, Lessor
hereby leases to each applicable Lessee and such Lessee hereby leases from
Lessor, each Property with respect to which such Lessee has executed a Lease
Supplement.

         2.2      Lease Term.

                  The term of this Lease with respect to each Property (the
"Term") shall begin upon the earlier to occur of (a) the Completion Date for
such Property and (b) the date any Agency Agreement Event of Default shall occur
(in each case the "Commencement Date") and shall end on the fifth annual
anniversary of the Initial Closing Date, unless the Term is earlier terminated;
provided, this Lease shall be in full force and effect from and after the date
hereof, notwithstanding that the Term for any particular Property shall not
commence until the Commencement Date for such Property. Notwithstanding the
foregoing, no Lessee shall be obligated to pay Basic Rent until the Rent
Commencement Date with respect to such Property.

         2.3      Title.

                  Each Property is leased to the Lessee that has executed a
Lease Supplement with respect to such Property without any representation or
warranty, express or implied, by Lessor and subject to the rights of parties in
possession (if any), the existing state of title (including without limitation
the Permitted Liens) and all applicable Legal Requirements. No Lessee shall in
any event have any recourse against Lessor for any defect in Lessor's title to
any Property or any interest of such Lessee therein other than for Lessor Liens.

         2.4      Lease Supplements.

                  On or prior to the Property Closing Date for each Property,
each applicable Lessee and Lessor shall each execute and deliver a Lease
Supplement for the Property to be leased effective as of the Commencement Date
for such Property in substantially the form of Exhibit A hereto.


                                   ARTICLE III

         3.1      Rent.

                  (a) Each applicable Lessee shall pay Basic Rent in
         arrears on each Payment Date, and on any date on which this Lease shall
         terminate with respect to each Property with respect to which such
         Lessee has executed a Lease Supplement during the Term; provided,
         however, no Lessee shall have any obligation to pay Basic Rent with
         respect to such Property until the Rent Commencement Date with respect
         to such Property (notwithstanding that Basic Rent for such Property
         shall accrue from and including the Scheduled Interest Payment Date
         immediately preceding such Rent Commencement Date).

                  (b) Basic Rent shall be due and payable in lawful money
         of the United States and shall be paid by wire transfer of immediately
         available funds on the due date therefor (or within the applicable
         grace period) to such account or accounts at such bank or banks as
         Lessor shall from time to time direct.

                  (c) The inability or failure of any Lessee to take
         possession of all or any portion of any Property with respect to which
         such Lessee has executed a Lease Supplement when delivered by Lessor,
         whether or not attributable to any act or omission of Lessor, such
         Lessee in its capacity as Construction Agent or as Lessee or any other
         Person or for any other reason whatsoever, shall not delay or otherwise
         affect such Lessee's obligation to pay Rent for such Property in
         accordance with the terms of this Lease.

                  (d) Each applicable Lessee shall make all payments of
         Rent allocable to such Lessee prior to 12:00 Noon, Charlotte, North
         Carolina time, on the applicable date for payment of such amount.

         3.2      Payment of Basic Rent.

                  Basic Rent shall be paid absolutely net to Lessor or its
designee, so that this Lease shall yield to Lessor the full amount thereof,
without setoff, deduction or reduction.

         3.3      Supplemental Rent.

                  Each applicable Lessee shall pay to the Agent (on behalf of
the Person entitled thereto) any and all Supplemental Rent when and as the same
shall become due and payable, and if such Lessee fails to pay any Supplemental
Rent within three (3) days after the same is due, Lessor shall have all rights,
powers and remedies provided for herein or by law or equity or otherwise in the
case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall
be in the full amount thereof, without setoff, deduction or reduction. Each
applicable Lessee shall pay to the appropriate Person, as Supplemental Rent due
and owing to such Person, among other things, on demand, (a) any and all payment
obligations (except for amounts payable as Basic Rent) owing from time to time
under the Operative Agreements by any Person to the Agent, any Lender, any
Holder or any other Person, (b) interest at the applicable Overdue Rate on any
installment of Basic Rent not paid when due (subject to the applicable grace
period) for the period for which the same shall be overdue and on any payment of
Supplemental Rent not paid when due or demanded by the appropriate Person
(subject to any applicable grace period) for the period from the due date or the
date of any such demand, as the case may be, until the same shall be paid and
(c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3
of the Participation Agreement. It shall be an additional Supplemental Rent
obligation of each applicable Lessee to pay to the appropriate Person all rent
and other amounts when such become due and owing from time to time under each
Ground Lease with respect to each Property subject to a Ground Lease and for
which such Lessee has executed a Lease Supplement and without the necessity of
any notice from Lessor with regard thereto. The expiration or other termination
of any Lessee's obligations to pay Basic Rent hereunder shall not limit or
modify the obligations of such Lessee with respect to Supplemental Rent. Unless
expressly provided otherwise in this Lease, in the event of any failure on the
part of any Lessee to pay and discharge any Supplemental Rent as and when due,
such Lessee shall also promptly pay and discharge any fine, penalty, interest or
cost which may be assessed or added for nonpayment or late payment of such
Supplemental Rent, all of which shall also constitute Supplemental Rent.

         3.4      Performance on a Non-Business Day.

                  If any Basic Rent is required hereunder on a day that is not a
Business Day, then such Basic Rent shall be due on the corresponding Scheduled
Interest Payment Date or, to the extent such Basic Rent is not due on a
Scheduled Interest Payment Date, then on the next succeeding Business Day. If
any Supplemental Rent is required hereunder on a day that is not a Business Day,
then such Supplemental Rent shall be due on the next succeeding Business Day.

         3.5      Rent Payment Provisions.

                  Each applicable Lessee shall make payment of all Basic Rent
and Supplemental Rent when due (subject to the applicable grace periods)
regardless of whether any of the Operative Agreements pursuant to which same is
calculated and is owing shall have been rejected, avoided or disavowed in any
bankruptcy or insolvency proceeding involving any of the parties to any of the
Operative Agreements. Such provisions of such Operative Agreements and their
related definitions are incorporated herein by reference and shall survive any
termination, amendment or rejection of any such Operative Agreements.


                                   ARTICLE IV

         4.1      Taxes; Utility Charges.

                  From and after the Commencement Date for any Property, each
applicable Lessee shall pay or cause to be paid all Impositions with respect to
each Property with respect to which such Lessee has executed a Lease Supplement
and/or the use, occupancy, operation, repair, access, maintenance or operation
thereof and all charges for electricity, power, gas, oil, water, telephone,
sanitary sewer service and all other rents, utilities and operating expenses of
any kind or type used in or on any Property with respect to which such Lessee
has executed a Lease Supplement and related real property during the Term. Prior
to the Commencement Date for any Property, Lessor (at the direction of the
Agent) shall make the payments referenced in the foregoing sentence (but only to
the extent amounts are available therefor with respect to the Available
Commitments and the Available Holder Commitments or the Lenders and Holders
increase the amounts of Available Commitments and Available Holder Commitments,
respectively, to fund such costs). Upon Lessor's request, each applicable Lessee
shall provide from time to time Lessor with evidence of all such payments
referenced in the foregoing sentence. Each applicable Lessee shall be entitled
to receive any credit or refund with respect to any Imposition or utility charge
paid by such Lessee. Unless an Event of Default shall have occurred and be
continuing, the amount of any credit or refund received by Lessor on account of
any Imposition or utility charge paid by any Lessee, net of the costs and
expenses incurred by Lessor in obtaining such credit or refund, shall be
promptly paid over to such Lessee. All charges for Impositions or utilities
imposed with respect to any Property for a period during which this Lease
expires or terminates shall be adjusted and prorated on a daily basis between
Lessor and such Lessee, and each party shall pay or reimburse the other for such
party's pro rata share thereof.


                                    ARTICLE V

         5.1      Quiet Enjoyment.

                  Subject to the rights of Lessor contained in Sections 17.2,
17.3 and 20.3 and the other terms of this Lease and the other Operative
Agreements and so long as no Event of Default shall have occurred and be
continuing, each applicable Lessee shall peaceably and quietly have, hold and
enjoy each Property with respect to which such Lessee has executed a Lease
Supplement for the applicable Term, free of any claim or other action by Lessor
or anyone rightfully claiming by, through or under Lessor (other than such
Lessee) with respect to any matters arising from and after the applicable
Commencement Date.


                                   ARTICLE VI

         6.1      Net Lease.

                  This Lease shall constitute a net lease, and the obligations
of each applicable Lessee hereunder are absolute and unconditional. Each
applicable Lessee shall pay all operating expenses arising out of the use,
operation and/or occupancy of each Property with respect to which such Lessee
has executed a Lease Supplement. Any present or future law to the contrary
notwithstanding, this Lease shall not terminate, nor shall any Lessee be
entitled to any abatement, suspension, deferment, reduction, setoff,
counterclaim, or defense with respect to the Rent, nor shall the obligations of
any Lessee hereunder be affected (except as expressly herein permitted and by
performance of the obligations in connection therewith) for any reason
whatsoever, including without limitation by reason of: (a) any damage to or
destruction of any Property or any part thereof; (b) any taking of any Property
or any part thereof or interest therein by Condemnation or otherwise; (c) any
prohibition, limitation, restriction or prevention of any Lessee's use,
occupancy or enjoyment of any Property or any part thereof, or any interference
with such use, occupancy or enjoyment by any Person or for any other reason; (d)
any title defect, Lien or any matter affecting title to any Property; (e) any
eviction by paramount title or otherwise; (f) any default by Lessor hereunder;
(g) any action for bankruptcy, insolvency, reorganization, liquidation,
dissolution or other proceeding relating to or affecting the Agent, any Lender,
Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility
or illegality of performance by Lessor, any Lessee or all of them; (i) any
action of any Governmental Authority or any other Person; (j) any Lessee's
acquisition of ownership of all or part of any Property; (k) breach of any
warranty or representation with respect to any Property or any Operative
Agreement; (l) any defect in the condition, quality or fitness for use of any
Property or any part thereof; or (m) any other cause or circumstance whether
similar or dissimilar to the foregoing and whether or not any Lessee shall have
notice or knowledge of any of the foregoing. The parties intend that the
obligations of each applicable Lessee hereunder shall be covenants, agreements
and obligations that are separate and independent from any obligations of Lessor
hereunder and shall continue unaffected unless such covenants, agreements and
obligations shall have been modified or terminated in accordance with an express
provision of this Lease. Lessor and each Lessee acknowledge and agree that the
provisions of this Section 6.1 have been specifically reviewed and subject to
negotiation.

         6.2      No Termination or Abatement.

                  Each applicable Lessee shall remain obligated under this Lease
in accordance with its terms and shall not take any action to terminate, rescind
or avoid this Lease, notwithstanding any action for bankruptcy, insolvency,
reorganization, liquidation, dissolution, or other proceeding affecting
any Person or any Governmental Authority, or any action with respect to this
Lease or any Operative Agreement which may be taken by any trustee, receiver or
liquidator of any Person or any Governmental Authority or by any court with
respect to any Person, or any Governmental Authority. Each Lessee hereby waives
all right (a) to terminate or surrender this Lease (except as permitted under
the terms of the Operative Agreements) or (b) to avail itself of any abatement,
suspension, deferment, reduction, setoff, counterclaim or defense with respect
to any Rent. Each Lessee shall remain obligated under this Lease in accordance
with its terms and each Lessee hereby waives any and all rights now or hereafter
conferred by statute or otherwise to modify or to avoid strict compliance with
its obligations under this Lease. Notwithstanding any such statute or otherwise,
each Lessee shall be bound by all of the terms and conditions contained in this
Lease.


                                   ARTICLE VII

         7.1      Ownership of the Properties.

                  (a) Lessor and each Lessee intend that (i) for
         financial accounting purposes with respect to each Lessee (A) this
         Lease will be treated as an "operating lease" pursuant to Statement of
         Financial Accounting Standards No. 13, as amended, (B) Lessor will be
         treated as the owner and lessor of each Property and (C) the Lessee
         that has executed a Lease Supplement respecting a particular Property
         will be treated as the lessee of such Property, but (ii) for federal
         and all state and local income tax purposes and bankruptcy purposes (A)
         this Lease will be treated as a financing arrangement and (B) the
         Lessee that has executed a Lease Supplement respecting a particular
         Property will be treated as the owner of such Property and will be
         entitled to all tax benefits ordinarily available to owners of property
         similar to such Property for such tax purposes. Notwithstanding the
         foregoing, neither party hereto has made, or shall be deemed to have
         made, any representation or warranty as to the availability of any of
         the foregoing treatments under applicable accounting rules, tax,
         bankruptcy, regulatory, commercial or real estate law or under any
         other set of rules. The applicable Lessee shall claim the cost recovery
         deductions associated with each Property, and Lessor shall not, to the
         extent not prohibited by Law, take on its tax return a position
         inconsistent with such Lessee's claim of such deductions.

                  (b) In order to secure the obligations of any Lessee
         now existing or hereafter arising under any and all Operative
         Agreements, each Lessee hereby conveys, grants, assigns, transfers,
         hypothecates, mortgages and sets over to Lessor, for the benefit of all
         Financing Parties, a first priority security interest (but subject to
         the security interest in the assets granted by such Lessee in favor of
         the Agent in accordance with the Security Documents) in and lien on all
         right, title and interest of such Lessee (now owned or hereafter
         acquired) in and to all Properties, to the extent such is personal
         property and irrevocably grants and conveys a lien, deed of trust, deed
         to secure debt and mortgage, as appropriate, on all right, title and
         interest of such Lessee (now owned or hereafter acquired) in and to all
         Properties to the extent such is real property. Lessor and each Lessee
         further intend and agree that, for the purpose of securing the
         obligations of any Lessee and/or any Construction Agent now existing or
         hereafter arising under the Operative Agreements, (i) the Lease and
         each Lease Supplement shall be a security agreement and financing
         statement respecting each of the Properties and all proceeds (including
         without limitation insurance proceeds thereof) to the extent such is
         personal property and an irrevocable grant and conveyance of a lien,
         deed of trust, deed to secure debt and mortgage, as appropriate, on
         each of the Properties and all proceeds (including without limitation
         insurance proceeds thereof) to the extent such is real property; (ii)
         the acquisition of title (or to the extent applicable, a leasehold
         interest pursuant to a Ground Lease) in each Property referenced in
         Article II constitutes a grant by each Lessee to Lessor of a security
         interest, lien, deed of trust, deed to secure debt and mortgage, as
         appropriate, in all of such Lessee's right, title and interest in and
         to each Property and all proceeds (including without limitation
         insurance proceeds thereof) of the conversion, voluntary or
         involuntary, of the foregoing into cash, investments, securities or
         other property, whether in the form of cash, investments, securities or
         other property, and an assignment of all rents, profits and income
         produced by each Property; and (iii) notifications to Persons holding
         such property, and acknowledgments, receipts or confirmations from
         financial intermediaries, bankers or agents (as applicable) of any
         Lessee shall be deemed to have been given for the purpose of perfecting
         such lien, security interest, mortgage lien, grant of deed to secure
         debt and deed of trust under applicable law. Each Lessee shall promptly
         take such actions as Lessor may reasonably request (including without
         limitation the filing of Uniform Commercial Code Financing Statements,
         Uniform Commercial Code Fixture Filings and memoranda (or short forms)
         of this Lease and the various Lease Supplements) to ensure that the
         lien, security interest, mortgage lien, grant of deed to secure debt
         and deed of trust in each Property and the other items referenced above
         will be deemed to be a perfected lien, security interest, mortgage
         lien, grant of deed to secure debt and deed of trust of first priority
         under applicable law and will be maintained as such throughout the
         Term.


                                  ARTICLE VIII

         8.1      Condition of the Properties.

                  EACH APPLICABLE LESSEE ACKNOWLEDGES AND AGREES THAT IT IS
LEASING EACH PROPERTY WITH RESPECT TO WHICH SUCH LESSEE HAS EXECUTED A LEASE
SUPPLEMENT "AS-IS WHERE-IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT
(EXPRESS OR IMPLIED) BY LESSOR (EXCEPT THAT LESSOR SHALL KEEP EACH SUCH PROPERTY
FREE AND CLEAR OF LESSOR LIENS) AND IN EACH CASE SUBJECT TO (A) THE EXISTING
STATE OF TITLE, (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF (IF ANY),
(C) ANY STATE OF FACTS REGARDING ITS PHYSICAL CONDITION OR WHICH AN ACCURATE
SURVEY MIGHT SHOW, (D) ALL APPLICABLE LEGAL REQUIREMENTS AND (E) VIOLATIONS OF
LEGAL REQUIREMENTS WHICH MAY EXIST ON THE DATE HEREOF AND/OR THE DATE OF THE
APPLICABLE LEASE SUPPLEMENT. NEITHER LESSOR NOR THE AGENT NOR ANY LENDER NOR ANY
HOLDER HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR
COVENANT (EXPRESS OR IMPLIED) (EXCEPT THAT LESSOR SHALL KEEP EACH PROPERTY FREE
AND CLEAR OF LESSOR LIENS) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER
AS TO THE TITLE, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION,
MERCHANTABILITY OR FITNESS FOR USE OF ANY PROPERTY (OR ANY PART THEREOF), OR ANY
OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH
RESPECT TO ANY PROPERTY (OR ANY PART THEREOF), AND NEITHER LESSOR NOR THE AGENT
NOR ANY LENDER NOR ANY HOLDER SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT
DEFECT THEREON OR THE FAILURE OF ANY PROPERTY, OR ANY PART THEREOF, TO COMPLY
WITH ANY LEGAL REQUIREMENT. EACH APPLICABLE LESSEE HAS OR PRIOR TO THE
COMMENCEMENT DATE WILL HAVE BEEN AFFORDED FULL OPPORTUNITY TO INSPECT EACH
PROPERTY WITH RESPECT TO WHICH SUCH LESSEE HAS EXECUTED A LEASE SUPPLEMENT AND
THE IMPROVEMENTS THEREON (IF ANY), IS OR WILL BE (INSOFAR AS LESSOR, THE AGENT,
EACH LENDER AND EACH HOLDER ARE CONCERNED) SATISFIED WITH THE RESULTS OF ITS
INSPECTIONS AND IS ENTERING INTO THIS LEASE SOLELY ON THE BASIS OF THE RESULTS
OF ITS OWN INSPECTIONS, AND ALL RISKS INCIDENT TO THE MATTERS DESCRIBED IN THE
PRECEDING SENTENCE, AS BETWEEN LESSOR, THE AGENT, THE LENDERS AND THE HOLDERS,
ON THE ONE (1) HAND, AND SUCH LESSEE, ON THE OTHER HAND, ARE TO BE BORNE BY SUCH
LESSEE.

         8.2      Possession and Use of the Properties.

                  (a) At all times during the Term with respect to each
         Property, such Property shall be a Permitted Facility and shall be used
         by the applicable Lessee in the ordinary course of its business. Each
         applicable Lessee shall pay, or cause to be paid, all charges and costs
         required in connection with the use of each Property with respect to
         which such Lessee has executed a Lease Supplement as contemplated by
         this Lease. No Lessee shall commit or permit any waste of the
         Properties or any part thereof.

                  (b) The address of the applicable Lessee stated on the
         signature page in each applicable Lease Supplement is the principal
         place of business and chief executive office of such Lessee (as such
         terms are used in Section 9-103(3) of the Uniform Commercial Code of
         any applicable jurisdiction), and such Lessee will provide Lessor with
         prior written notice of any change of location of its principal place
         of business or chief executive office. Regarding a particular Property,
         each Lease Supplement correctly identifies the initial location of the
         related Equipment (if any) and Improvements (if any) and contains an
         accurate legal description for the related parcel of Land or a copy of
         the Ground Lease (if any). The Equipment and Improvements respecting
         each particular Property will be located only at the location
         identified in the applicable Lease Supplement.

                  (c) No Lessee will attach or incorporate any item of
         Equipment to or in any other item of equipment or personal property or
         to or in any real property in a manner that could give rise to the
         assertion of any Lien on such item of Equipment by reason of such
         attachment or the assertion of a claim that such item of Equipment has
         become a fixture and is subject to a Lien in favor of a third party
         that is prior to the Liens thereon created by the Operative Agreements.

                  (d) On the Property Closing Date for each Property,
         Lessor and the applicable Lessee shall execute a Lease Supplement in
         regard to such Property which shall contain an Equipment Schedule that
         has a general description of the Equipment which shall comprise the
         Property, an Improvement Schedule that has a general description of the
         Improvements which shall comprise the Property and a legal description
         of the Land to be leased hereunder (or in the case of any Property
         subject to a Ground Lease to be subleased hereunder) as of the
         Commencement Date for such Property. Each Property subject to a Ground
         Lease shall be deemed to be ground subleased from Lessor to the
         applicable Lessee as of the Commencement Date for such Property, and
         such ground sublease shall be in effect until this Lease is terminated
         or expires, in each case in accordance with the terms and provisions
         hereof. Such Lessee shall satisfy and perform all obligations imposed
         on Lessor under each Ground Lease. Simultaneously with the execution
         and delivery of each Lease Supplement, such Equipment, Improvements,
         Land, ground subleasehold interest, all additional Equipment and all
         additional Improvements which are financed under the Operative
         Agreements after the Commencement Date and the remainder of such
         Property shall be deemed to have been accepted by such Lessee for all
         purposes of this Lease and to be subject to this Lease.

                  (e) At all times from the Property Closing Date for
         each Property and thereafter during the Term with respect to such
         Property with respect to which a particular Lessee has executed a Lease
         Supplement, such Lessee will comply with all obligations under and (to
         the extent no Event of Default exists and provided that such exercise
         will not impair the value, utility or remaining useful life of such
         Property) shall be permitted to exercise all rights and remedies under,
         all operation and easement agreements and related or similar agreements
         applicable to such Property.

         8.3      Integrated Properties.

                  On the Rent Commencement Date for each Property with respect
to which a particular Lessee has executed a Lease Supplement, such Lessee shall,
at its sole cost and expense, cause such Property and the applicable property
subject to a Ground Lease to constitute (and for the duration of the Term shall
continue to constitute) all of the equipment, facilities, rights, other personal
property and other real property necessary or appropriate to operate, utilize,
maintain and control a Permitted Facility in a commercially reasonable manner.


                                   ARTICLE IX

         9.1      Compliance With Legal Requirements, Insurance Requirements and
                  Manufacturer's Specifications and Standards.

                  Subject to the terms of Article XIII relating to permitted
contests, each applicable Lessee, at its sole cost and expense, shall (a) comply
with all applicable Legal Requirements (including without limitation all
Environmental Laws) and all Insurance Requirements relating to each Property
with respect to which such Lessee has executed a Lease Supplement, (b) procure,
maintain and comply with all licenses, permits, orders, approvals, consents and
other authorizations required for the acquisition, installation,
testing, use, development, construction, operation, maintenance, repair,
refurbishment and restoration of each Property with respect to which such Lessee
has executed a Lease Supplement, and (c) comply with all manufacturer's
specifications and standards, including without limitation the acquisition,
installation, testing, use, development, construction, operation,
maintenance, repair, refurbishment and restoration of each Property with respect
to which such Lessee has executed a Lease Supplement, whether or not compliance
therewith shall require structural or extraordinary changes in any Property or
interfere with the use and enjoyment of any Property unless the failure to
procure, maintain and comply with such items identified in subparagraphs (b) and
(c), individually or in the aggregate, shall not and could not reasonably be
expected to have a Material Adverse Effect. At the expense of the applicable
Lessee, Lessor agrees to take such actions as may be reasonably requested by any
Lessee in connection with the compliance by such Lessee of its obligations under
this Section 9.1.


                                    ARTICLE X

         10.1     Maintenance and Repair; Return.

                  (a) Each Lessee, at its sole cost and expense, shall
         maintain each Property with respect to which such Lessee has executed a
         Lease Supplement in good condition, repair and working order (ordinary
         wear and tear excepted) and in the repair and condition as when
         originally delivered to such Lessee and make all necessary repairs
         thereto and replacements thereof, of every kind and nature whatsoever,
         whether interior or exterior, ordinary or extraordinary, structural or
         nonstructural or foreseen or unforeseen, in each case as required by
         Section 9.1 and on a basis consistent with the operation and
         maintenance of properties or equipment comparable in type and function
         to each such Property, such that each such Property is capable of being
         immediately utilized by a third party and in compliance with standard
         industry practice subject, however, to the provisions of Article XV
         with respect to Casualty and Condemnation.

                  (b) No Lessee shall use or locate any component of any
         Property outside of the Approved State therefor. No Lessee shall move
         or relocate any component of any Property beyond the boundaries of the
         Land (comprising part of such Property) described in the applicable
         Lease Supplement, except for the temporary removal of Equipment and
         other personal property for repair or replacement.

                  (c) If any component of any Property becomes worn out,
         lost, destroyed, damaged beyond repair or otherwise permanently
         rendered unfit for use, the applicable Lessee, at its own expense, will
         within a reasonable time replace such component with a replacement
         component which is free and clear of all Liens (other than Permitted
         Liens) and has a value, utility and useful life at least equal to the
         component replaced (assuming the component replaced had been maintained
         and repaired in accordance with the requirements of this Lease). All
         such replacement components which are added to any Property shall
         immediately become the property of (and title thereto shall vest in)
         Lessor and shall be deemed incorporated in such Property and subject to
         the terms of this Lease as if originally leased hereunder.

                  (d) Upon reasonable advance notice, Lessor and its
         agents shall have the right to inspect each Property and all
         maintenance records with respect thereto at any reasonable time during
         normal business hours but shall not, in the absence of an Event of
         Default, materially disrupt the business of any Lessee.

                  (e) The Lessees shall cause to be delivered to Lessor
         (at Lessees' sole expense) one (1) or more additional Appraisals (or
         reappraisals of Property) as Lessor may request if any one (1) of
         Lessor, the Agent, the Trust Company, any Lender or any Holder is
         required pursuant to any applicable Legal Requirement to obtain such
         Appraisals (or reappraisals) and upon the occurrence of any Event of
         Default.

                  (f) Lessor shall under no circumstances be required to
         build any improvements or install any equipment on any Property, make
         any repairs, replacements, alterations or renewals of any nature or
         description to any Property, make any expenditure whatsoever in
         connection with this Lease or maintain any Property in any way. Lessor
         shall not be required to maintain, repair or rebuild all or any part of
         any Property, and each Lessee waives the right to (i) require Lessor to
         maintain, repair, or rebuild all or any part of any Property, or (ii)
         make repairs at the expense of Lessor pursuant to any Legal
         Requirement, Insurance Requirement, contract, agreement, covenant,
         condition or restriction at any time in effect.

                  (g) Each applicable Lessee shall, upon the expiration
         or earlier termination of this Lease with respect to a Property with
         respect to which such Lessee has executed a Lease Supplement, if such
         Lessee shall not have exercised its Purchase Option with respect to
         such Property and purchased such Property, surrender such Property (i)
         to Lessor pursuant to the exercise of the applicable remedies upon the
         occurrence of a Lease Event of Default or (ii) pursuant to the second
         paragraph of Section 22.1(a) hereof, to Lessor or the third party
         purchaser, as the case may be, subject to such Lessee's obligations
         under this Lease (including without limitation the obligations of such
         Lessee at the time of such surrender under Sections 9.1, 10.1(a)
         through (f), 10.2, 11.1, 12.1, 22.1 and 23.1).

         10.2     Environmental Inspection.

                  If any applicable Lessee has not given notice of exercise of
its Purchase Option on the Expiration Date pursuant to Section 20.1 or for
whatever reason such Lessee does not purchase a Property with respect to which
such Lessee has executed a Lease Supplement in accordance with the terms of this
Lease, then not more than one hundred eighty (180) days nor less than sixty (60)
days prior to the Expiration Date, such Lessee at its expense shall cause to be
delivered to Lessor a Phase I environmental site assessment with regard to such
Property recently prepared (no more than thirty (30) days prior to the date of
delivery) by an independent recognized professional reasonably acceptable to
Lessor, and in form, scope and content reasonably satisfactory to Lessor.


                                   ARTICLE XI

         11.1     Modifications.

                  (a) Each applicable Lessee at its sole cost and
         expense, at any time and from time to time without the consent of
         Lessor may make modifications, alterations, renovations, improvements
         and additions to any Property with respect to which such Lessee has
         executed a Lease Supplement or any part thereof and substitutions and
         replacements therefor (collectively, "Modifications"), and each
         applicable Lessee shall make any and all Modifications required to be
         made pursuant to all Legal Requirements, Insurance Requirements and
         manufacturer's specifications and standards; provided, that:
         (i) no Modification shall materially impair the value, utility or
         useful life of any Property from that which existed immediately prior
         to such Modification; (ii) each Modification shall be done
         expeditiously and in a good and workmanlike manner; (iii) no
         Modification shall adversely affect the structural integrity of any
         Property; (iv) to the extent required by Section 14.2(a), Lessee shall
         maintain builders' risk insurance at all times when a Modification is
         in progress; (v) subject to the terms of Article XIII relating to
         permitted contests, each applicable Lessee shall pay all costs and
         expenses and discharge any Liens arising with respect to any
         Modification; (vi) each Modification shall comply with the requirements
         of this Lease (including without limitation Sections 8.2 and 10.1); and
         (vii) no Improvement shall be demolished or otherwise rendered unfit
         for use unless the applicable Lessee shall finance the proposed
         replacement Modification outside of this lease facility; provided,
         further, no Lessee shall make any Modification (unless required by any
         Legal Requirement) to the extent any such Modification, individually or
         in the aggregate, shall or could reasonably be expected to have a
         Material Adverse Effect. All Modifications shall immediately and
         without further action upon their incorporation into the applicable
         Property (1) become property of Lessor, (2) be subject to this Lease
         and (3) be titled in the name of Lessor. No Lessee shall remove or
         attempt to remove any Modification from any Property. The Lessee that
         has executed a Lease Supplement with respect to a particular Property,
         at its own cost and expense, will pay for the repairs of any damage to
         such Property caused by the removal or attempted removal of any
         Modification.

                  (b) The construction process provided for in the Agency
         Agreement is acknowledged by Lessor to be consistent with and in
         compliance with the terms and provisions of this Article XI.


                                   ARTICLE XII

         12.1     Warranty of Title.

                  (a) Each applicable Lessee hereby acknowledges and
         shall cause title in each Property with respect to which such Lessee
         has executed a Lease Supplement (including without limitation all
         Equipment, all Improvements, all replacement components to each such
         Property and all Modifications) immediately and without further action
         to vest in and become the property of Lessor and to be subject to the
         terms of this Lease (provided, respecting each Property subject to a
         Ground Lease, Lessor's interest therein is acknowledged to be a
         leasehold interest pursuant to such Ground Lease) from and after the
         date hereof or such date of incorporation into any Property. Each
         applicable Lessee agrees that, subject to the terms of Article XIII
         relating to permitted contests, such Lessee shall not directly or
         indirectly create or allow to remain, and shall promptly discharge at
         its sole cost and expense, any Lien, defect, attachment, levy, title
         retention agreement or claim upon any Property with respect to which
         such Lessee has executed a Lease Supplement, any component thereof or
         any Modifications or any Lien, attachment, levy or claim with respect
         to the Rent or with respect to any amounts held by Lessor, the Agent,
         any Lender or any Holder pursuant to any Operative Agreement, other
         than Permitted Liens. Each applicable Lessee shall promptly notify
         Lessor in the event such Lessee receives actual knowledge that a Lien
         other than a Permitted Lien has occurred with respect to a Property
         with respect to which such Lessee has executed a Lease Supplement, the
         Rent or any other such amounts, and each applicable Lessee represents
         and warrants to, and covenants with, Lessor that the Liens in favor of
         Lessor and/or the Agent created by the Operative Agreements are (and
         until the Financing Parties under the Operative Agreements have been
         paid in full shall remain), except to the extent expressly provided in
         Section 8.10 of the Participation Agreement, first priority perfected
         Liens subject only to Permitted Liens. At all times subsequent to the
         Property Closing Date respecting a Property, each applicable Lessee
         shall (i) cause a valid, perfected, first priority Lien on each
         Property with respect to which such Lessee has executed a Lease
         Supplement to be in place in favor of the Agent (for the benefit of the
         Secured Parties) and (ii) file, or cause to be filed, all necessary
         documents under the applicable real property law and Article 9 of the
         Uniform Commercial Code to perfect such title and Liens.

                  (b) Nothing contained in this Lease shall be construed
         as constituting the consent or request of Lessor, expressed or implied,
         to or for the performance by any contractor, mechanic, laborer,
         materialman, supplier or vendor of any labor or services or for the
         furnishing of any materials for any construction, alteration, addition,
         repair or demolition of or to any Property or any part thereof. NOTICE
         IS HEREBY GIVEN THAT LESSOR IS NOT AND SHALL NOT BE LIABLE FOR ANY
         LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, OR
         TO ANYONE HOLDING A PROPERTY OR ANY PART THEREOF THROUGH OR UNDER ANY
         LESSEE, AND THAT NO MECHANIC'S OR OTHER LIENS FOR ANY SUCH LABOR,
         SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR
         IN AND TO ANY PROPERTY.


                                  ARTICLE XIII

         13.1     Permitted Contests Other Than in Respect of Indemnities.

                  Except to the extent otherwise provided for in Section 11 of
the Participation Agreement, each applicable Lessee, on its own or on Lessor's
behalf but at Lessee's sole cost and expense, may contest, by appropriate
administrative or judicial proceedings conducted in good faith and with due
diligence, the amount, validity or application, in whole or in part, of any
Legal Requirement, Imposition or utility charge payable pursuant to Section 4.1
or any Lien, attachment, levy, encumbrance or encroachment, and Lessor agrees
not to pay, settle or otherwise compromise any such item, provided, that (a) the
commencement and continuation of such proceedings shall suspend the collection
of any such contested amount from, and suspend the enforcement thereof against,
each Property with respect to which such Lessee has executed a Lease Supplement,
Lessor, each Holder, the Agent and each Lender; (b) there shall not be imposed a
Lien (other than Permitted Liens) on any such Property and no part of any such
Property nor any Rent would be in any danger of being sold, forfeited, lost or
deferred; (c) at no time during the permitted contest shall there be a risk of
the imposition of criminal liability or material civil liability on Lessor, any
Holder, the Agent or any Lender for failure to comply therewith; and (d) in the
event that, at any time, there shall be a material risk of extending the
application of such item beyond the end of the Term, then such Lessee shall
deliver to Lessor an Officer's Certificate certifying as to the matters set
forth in clauses (a), (b) and (c) of this Section 13.1. Lessor, at such Lessee's
sole cost and expense, shall execute and deliver to such Lessee such
authorizations and other documents as may reasonably be required in connection
with any such contest and, if reasonably requested by such Lessee, shall join as
a party therein at such Lessee's sole cost and expense.

         13.2     Impositions, Utility Charges, Other Matters; Compliance with
                  Legal Requirements.


                  Except with respect to Impositions, Legal Requirements,
utility charges and such other matters referenced in Section 13.1 which are the
subject of ongoing proceedings contesting the same in a manner consistent with
the requirements of Section 13.1, each Lessee shall cause (a) all Impositions,
utility charges and such other matters to be timely paid, settled or
compromised, as appropriate, with respect to each Property with respect to which
such Lessee has executed a Lease Supplement and (b) each Property with respect
to which such Lessee has executed a Lease Supplement to comply with all
applicable Legal Requirements.


                                   ARTICLE XIV

         14.1     Public Liability and Workers' Compensation Insurance.

                  During the Term for each Property with respect to which such
Lessee has executed a Lease Supplement, such Lessee shall procure and carry, at
such Lessee's sole cost and expense, commercial general liability and umbrella
liability insurance for claims for injuries or death sustained by persons or
damage to property while on such Property or respecting the Equipment with
respect to such Property and such other public liability coverages as are then
customarily carried by similarly situated companies conducting business similar
to that conducted by such Lessee. Prior to the Commencement Date for any
Property, the Lessee that has executed a Lease Supplement respecting such
Property shall procure and carry all such insurance referenced in the
immediately preceding sentence, but Lessor (at the direction of the Agent) shall
pay the costs and expenses incurred respecting the insurance referenced in the
foregoing sentence (but only to the extent amounts are available therefor with
respect to the Available Commitments and the Available Holder Commitments or the
Lenders and Holders increase the amounts of Available Commitments and Available
Holder Commitments, respectively, to fund such costs and expenses). Such
insurance shall be on terms and in amounts that are no less favorable than
insurance maintained by such Lessee with respect to similar properties and
equipment that it owns and are then carried by similarly situated companies
conducting business similar to that conducted by such Lessee, and in no event
shall have a minimum combined single limit per occurrence coverage (i) for
commercial general liability of less than $1,000,000 and (ii) for umbrella
liability of $2,000,000. The policies shall name such Lessee as the insured and
shall be endorsed to name Lessor, the Holders, the Agent and the Lenders as
additional insureds. The policies shall also specifically provide that such
policies shall be considered primary insurance which shall apply to any loss or
claim before any contribution by any insurance which Lessor, any Holder, the
Agent or any Lender may have in force. In the operation of each Property with
respect to which such Lessee has executed a Lease Supplement, such Lessee shall
comply with applicable workers' compensation laws and protect Lessor, each
Holder, the Agent and each Lender against any liability under such laws.

         14.2     Permanent Hazard and Other Insurance.

                  (a) During the Term for each Property with respect to
         which a particular Lessee has executed a Lease Supplement, such Lessee
         shall keep such Property insured against all risk of physical loss or
         damage by fire and other risks and shall maintain builders' risk
         insurance during construction of any Improvements or Modifications in
         each case (i) in amounts no less than the Property Cost of such
         Property from time to time and (ii) on terms that (A) are no less
         favorable than insurance covering other similar properties owned by
         such Lessee and (B) are then carried by similarly situated companies
         conducting business similar to that conducted by such Lessee. The
         policies shall name such Lessee as the insured and shall be endorsed to
         name Lessor and the Agent (on behalf of the Secured Parties) as a named
         additional insured and loss payee; provided, so long as no Event of
         Default exists, any loss payable under the insurance policies required
         by this Section for losses up to $1,000,000 will be paid to Lessee.
         Prior to the Commencement Date for any Property, the Lessee that has
         executed a Lease Supplement with respect to such Property shall procure
         and carry all such insurance referenced in this Section 14.2(a), but
         Lessor (at the direction of the Agent) shall pay the costs and expenses
         incurred respecting the insurance referenced in this Section 14.2(a)
         (but only to the extent amounts are available therefor with respect to
         the Available Commitments and the Available Holder Commitments or the
         Lenders and Holders increase the amounts of Available Commitments and
         Available Holder Commitments, respectively, to fund such costs and
         expenses).

                  (b) If, during the Term with respect to a Property the
         area in which such Property is located is designated a "flood-prone"
         area pursuant to the Flood Disaster Protection Act of 1973, or any
         amendments or supplements thereto or is in a zone designated A or V,
         then the applicable Lessee that has executed a Lease Supplement with
         respect to such Property shall comply with the National Flood Insurance
         Program as set forth in the Flood Disaster Protection Act of 1973. In
         addition, such Lessee will fully comply with the requirements of the
         National Flood Insurance Act of 1968 and the Flood Disaster Protection
         Act of 1973, as each may be amended from time to time, and with any
         other Legal Requirement, concerning flood insurance to the extent that
         it applies to any such Property. During the Term, each applicable
         Lessee shall, in the operation and use of each such Property, maintain
         workers' compensation insurance consistent with that carried by
         similarly situated companies conducting business similar to that
         conducted by such Lessee and containing minimum liability limits of no
         less than $100,000. In the operation of each Property with respect to
         which a particular Lessee has executed a Lease Supplement, such Lessee
         shall comply with workers' compensation laws applicable to such Lessee,
         and protect Lessor, each Holder, the Agent and each Lender against any
         liability under such laws. Prior to the Commencement Date for any
         Property, the Lessee that has executed a Lease Supplement with respect
         to such Property shall procure and carry all such insurance referenced
         in this Section 14.2(b), but Lessor (at the direction of the Agent)
         shall pay the costs and expenses incurred respecting the insurance
         referenced in this Section 14.2(b) (but only to the extent amounts are
         available therefor with respect to the Available Commitments and the
         Available Holder Commitments or the Lenders and Holders increase the
         amounts of Available Commitments and Available Holder Commitments,
         respectively, to fund such costs and expenses).

         14.3     Coverage.

                  (a) As of the date of this Lease and annually
         thereafter during the Term, each Lessee shall furnish the Agent (on
         behalf of Lessor and the other beneficiaries of such insurance
         coverage) with certificates prepared by the insurers or insurance
         broker of each such Lessee showing the insurance required under
         Sections 14.1 and 14.2 to be in effect, naming (to the extent of their
         respective interests) Lessor, the Holders, the Agent and the Lenders as
         additional insureds and loss payees and evidencing the other
         requirements of this Article XIV. All such insurance shall be at the
         cost and expense of each Lessee with respect to such Properties for
         which such Lessee has executed a Lease Supplement and provided by
         nationally recognized, financially sound insurance companies having an
         A+ or better rating by A.M. Best's Key Rating Guide. Each applicable
         Lessee shall cause such certificates to include a provision for thirty
         (30) days' advance written notice by the insurer to the Agent (on
         behalf of Lessor and the other beneficiaries of such insurance
         coverage) in the event of cancellation or material alteration of such
         insurance. If an Event of Default has occurred and is continuing and
         the Agent (on behalf of Lessor and the other beneficiaries of such
         insurance coverage) so requests, each applicable Lessee shall deliver
         to the Agent (on behalf of Lessor and the other beneficiaries of such
         insurance coverage) copies of all insurance policies required by
         Sections 14.1 and 14.2.

                  (b) Each applicable Lessee agrees that the insurance
         policy or policies required by Sections 14.1, 14.2(a) and 14.2(b) shall
         include an appropriate clause pursuant to which any such policy shall
         provide that it will not be invalidated should such Lessee or any
         Contractor, as the case may be, waive, at any time, any or all rights
         of recovery against any party for losses covered by such policy or due
         to any breach of warranty, fraud, action, inaction or misrepresentation
         by such Lessee or any Person acting on behalf of such Lessee. Each
         applicable Lessee hereby waives any and all such rights against Lessor,
         the Holders, the Agent and the Lenders to the extent of payments made
         to any such Person under any such policy.

                  (c) Neither Lessor nor Lessee shall carry separate
         insurance concurrent in kind or form or contributing in the event of
         loss with any insurance required under this Article XIV, except that
         Lessor may carry separate liability insurance at Lessor's sole cost so
         long as (i) each Lessee's insurance is designated as primary and in no
         event excess or contributory to any insurance Lessor may have in force
         which would apply to a loss covered under any Lessee's policy and (ii)
         each such insurance policy will not cause any Lessee's insurance
         required under this Article XIV to be subject to a coinsurance
         exception of any kind.

                  (d) Each Lessee shall pay as they become due all
         premiums for the insurance required by Section 14.1 and Section 14.2
         regarding each Property with respect to which such Lessee has executed
         a Lease Supplement, shall renew or replace each policy prior to the
         expiration date thereof or otherwise maintain the coverage required by
         such Sections without any lapse in coverage.


                                   ARTICLE XV

         15.1     Casualty and Condemnation.

                  (a) Subject to the provisions of the Agency Agreement
         and this Article XV and Article XVI (in the event any applicable Lessee
         delivers, or is obligated to deliver or is deemed to have delivered, a
         Termination Notice), and prior to the occurrence and continuation of a
         Default or an Event of Default, such Lessee shall be entitled to
         receive (and Lessor hereby irrevocably assigns to such Lessee all of
         Lessor's right, title and interest in) any condemnation proceeds,
         award, compensation or insurance proceeds under Sections 14.2(a) or
         14.2(b) hereof to which such Lessee or Lessor may become entitled by
         reason of their respective interests in a Property with respect to
         which such Lessee and the Lessor have executed a Lease Supplement (i)
         if all or a portion of such Property is damaged or destroyed in whole
         or in part by a Casualty or (ii) if the use, access, occupancy,
         easement rights or title to such Property or any part thereof is the
         subject of a Condemnation; provided, however, if a Default or an Event
         of Default shall have occurred and be continuing or if such award,
         compensation or insurance proceeds shall exceed $1,000,000, then such
         award, compensation or insurance proceeds shall be paid directly to
         Lessor or, if received by such Lessee, shall be held in trust for
         Lessor, and shall be paid over by such Lessee to Lessor and held in
         accordance with the terms of this paragraph (a). All amounts held by
         Lessor hereunder on account of any award, compensation or insurance
         proceeds either paid directly to Lessor or turned over to Lessor shall
         be deposited in a interest-bearing account and shall be held as
         security for the performance of all Lessees' obligations hereunder and
         under the other Operative Agreements and when all such obligations of
         all Lessees with respect to such matters (and all other obligations of
         all Lessees which should have been satisfied pursuant to the Operative
         Agreements as of such date) have been satisfied, all amounts so held by
         Lessor (including interest earned on such amounts) shall be paid over
         to the applicable Lessee.

                  (b) Each applicable Lessee may appear in any proceeding
         or action to negotiate, prosecute, adjust or appeal any claim for any
         award, compensation or insurance payment on account of any such
         Casualty or Condemnation and shall pay all expenses thereof. At such
         Lessee's reasonable request, and at such Lessee's sole cost and
         expense, Lessor and the Agent shall participate in any such proceeding,
         action, negotiation, prosecution or adjustment. Lessor and each Lessee
         agree that this Lease shall control the rights of Lessor and such
         Lessee in and to any such award, compensation or insurance payment.

                  (c) If any Lessee shall receive notice of a Casualty or
         a Condemnation of a Property or any interest therein where damage to
         the affected Property is estimated to equal or exceed fifty percent
         (50%) of the Property Cost of such Property, such Lessee shall give
         notice thereof to Lessor promptly after such Lessee's receipt of such
         notice. In the event such a Casualty or Condemnation occurs (regardless
         of whether the applicable Lessee gives notice thereof), then such
         Lessee shall be deemed to have delivered a Termination Notice to Lessor
         and the provisions of Sections 16.1 and 16.2 shall apply.

                  (d) In the event of a Casualty or a Condemnation
         (regardless of whether notice thereof must be given pursuant to
         paragraph (c)), this Lease shall terminate with respect to the
         applicable Property with respect to which any particular Lessee has
         executed a Lease Supplement in accordance with Section 16.1 if such
         Lessee, within thirty (30) days after such occurrence, delivers to
         Lessor a notice to such effect.

                  (e) If pursuant to this Section 15.1 this Lease shall
         continue in full force and effect following a Casualty or Condemnation
         with respect to the affected Property, the Lessee that has executed a
         Lease Supplement with respect thereto shall, at its sole cost and
         expense (subject to reimbursement in accordance with Section 15.1(a))
         promptly and diligently repair any damage to the applicable Property
         caused by such Casualty or Condemnation in conformity with the
         requirements of Sections 10.1 and 11.1, using the as-built Plans and
         Specifications or manufacturer's specifications for the applicable
         Improvements, Equipment or other components of the applicable Property
         (as modified to give effect to any subsequent Modifications, any
         Condemnation affecting the applicable Property and all applicable Legal
         Requirements), so as to restore the applicable Property to the same or
         a greater remaining economic value, useful life, utility, condition,
         operation and function as existed immediately prior to such Casualty or
         Condemnation (assuming all maintenance and repair standards have been
         satisfied). In such event, title to the applicable Property shall
         remain with Lessor.

                  (f)      In no event shall a Casualty or  Condemnation  affect
         any  Lessee's  obligations  to pay Rent pursuant to Article III.

                  (g) Notwithstanding anything to the contrary set forth
         in Section 15.1(a) or Section 15.1(e), if during the Term with respect
         to a Property a Casualty occurs with respect to such Property or the
         Lessee that has executed a Lease Supplement with respect thereto
         receives notice of a Condemnation with respect to such Property, and
         following such Casualty or Condemnation, the applicable Property cannot
         reasonably be restored, repaired or replaced on or before the day one
         hundred eighty (180) days prior to the Expiration Date or the date nine
         (9) months after the occurrence of such Casualty or Condemnation (if
         such Casualty or Condemnation occurs during the Term) to the same or a
         greater remaining economic value, useful life, utility, condition,
         operation and function as existed immediately prior to such Casualty or
         Condemnation (assuming all maintenance and repair standards have been
         satisfied) or on or before such day such Property is not in fact so
         restored, repaired or replaced, then such Lessee shall be required to
         exercise its Purchase Option for such Property on the next Payment Date
         (notwithstanding the limits on such exercise contained in Section 20.2)
         and pay Lessor the Termination Value for such Property; provided, if
         any Default or Event of Default has occurred and is continuing, such
         Lessee shall also promptly (and in any event within three (3) Business
         Days) pay Lessor any award, compensation or insurance proceeds received
         on account of any Casualty or Condemnation with respect to any
         Property; provided, further, that if no Default or Event of Default has
         occurred and is continuing, any Excess Proceeds shall be paid to such
         Lessee. If a Default or an Event of Default has occurred and is
         continuing and any Loans, Holder Advances or other amounts are owing
         with respect thereto, then any Excess Proceeds (to the extent of any
         such Loans, Holder Advances or other amounts owing with respect
         thereto) shall be paid to Lessor, held as security for the performance
         of all Lessees' obligations hereunder and under the other Operative
         Agreements and applied to such obligations upon the exercise of
         remedies in connection with the occurrence of an Event of Default, with
         the remainder of such Excess Proceeds in excess of such Loans, Holder
         Advances and other amounts owing with respect thereto being distributed
         to the applicable Lessee.

         15.2     Environmental Matters.

                  Promptly upon any applicable Lessee's actual knowledge of the
presence of Hazardous Substances in any portion of any Property with respect to
which such Lessee has executed a Lease Supplement in concentrations and
conditions that constitute an Environmental Violation and which, in the
reasonable opinion of such Lessee, the cost to undertake any legally required
response, clean up, remedial or other action will or might result in a cost to
such Lessee of more than $50,000, such Lessee shall notify Lessor in writing of
such condition. In the event of any Environmental Violation (regardless of
whether notice thereof must be given), such Lessee shall, not later than thirty
(30) days after such Lessee has actual knowledge of such Environmental
Violation, either deliver to Lessor a Termination Notice with respect to the
applicable Property or Properties pursuant to Section 16.1, if applicable, or,
at such Lessee's sole cost and expense, promptly and diligently undertake and
diligently complete any response, clean up, remedial or other action (including
without limitation the pursuit by such Lessee of appropriate action against any
off-site or third party source for contamination) necessary to remove, cleanup
or remediate the Environmental Violation in accordance with all Environmental
Laws. Any such undertaking shall be timely completed in accordance with prudent
industry standards. If such Lessee does not deliver a Termination Notice with
respect to such Property pursuant to Section 16.1, Lessee shall, upon completion
of remedial action by such Lessee, cause to be prepared by a reputable
environmental consultant acceptable to Lessor and the Agent a report describing
the Environmental Violation and the actions taken by such Lessee (or its agents)
in response to such Environmental Violation, and a statement by the consultant
that the Environmental Violation has been remedied in full compliance with
applicable Environmental Law. Not less than sixty (60) days and not more than
one hundred eighty (180) days prior to any time that such Lessee elects to cease
operations with respect to any Property or to remarket any Property pursuant to
Section 20.1 hereof or any other provision of any Operative Agreement, such
Lessee at its expense shall cause to be delivered to Lessor a Phase I
environmental site assessment respecting such Property recently prepared (no
more than thirty (30) days prior to the date of delivery) by an independent
recognized professional acceptable to Lessor in its reasonable discretion and in
form, scope and content satisfactory to Lessor in its reasonable discretion.
Notwithstanding any other provision of any Operative Agreement, if such Lessee
fails to comply with the foregoing obligation regarding the Phase I
environmental site assessment, such Lessee shall be obligated to purchase such
Property for its Termination Value and shall not be permitted to exercise (and
Lessor shall have no obligation to honor any such exercise) any rights under any
Operative Agreement regarding a sale of such Property to a Person other than
such Lessee or any Affiliate of such Lessee.

         15.3     Notice of Environmental Matters.

                  Promptly, but in any event within five (5) Business Days from
the date any applicable Lessee has actual knowledge thereof, such Lessee shall
provide to Lessor written notice of any pending or threatened claim, action or
proceeding involving any Environmental Law or any Release on or in connection
with any Property with respect to which such Lessee has executed a Lease
Supplement. All such notices shall describe in reasonable detail the nature of
the claim, action or proceeding and such Lessee's proposed response thereto. In
addition, such Lessee shall provide to Lessor, within five (5) Business Days of
receipt, copies of all material written communications with any Governmental
Authority relating to any Environmental Law in connection with any Property with
respect to which such Lessee has executed a Lease Supplement. The applicable
Lessee shall also promptly provide such detailed reports of any such material
environmental claims as may reasonably be requested by Lessor or the Agent.
Actual knowledge of any Lessee shall be deemed actual knowledge of an officer of
such Lessee at the level of Vice President or above.


                                   ARTICLE XVI

         16.1     Termination Upon Certain Events.

                  If any Lessee has delivered, or is deemed to have delivered,
written notice of a termination of this Lease with respect to any Property with
respect to which such Lessee has executed a Lease Supplement to Lessor in the
form described in Section 16.2(a) (a "Termination Notice") pursuant to the
provisions of this Lease, then following the applicable Casualty, Condemnation
or Environmental Violation, this Lease shall terminate with respect to the
affected Property on the applicable Termination Date.

         16.2     Procedures.

                  (a) A Termination Notice shall contain: (i) notice of
         termination of this Lease with respect to the affected Property on a
         Payment Date not more than sixty (60) days after Lessor's receipt of
         such Termination Notice (the "Termination Date"); and (ii) a binding
         and irrevocable agreement of the applicable Lessee to pay the
         Termination Value for the applicable Property and purchase such
         Property on such Termination Date.

                  (b) On each Termination Date, the applicable Lessee
         shall pay to Lessor the Termination Value for the applicable Property,
         and Lessor shall convey such Property or the remaining portion thereof,
         if any, to such Lessee (or such Lessee's designee), all in accordance
         with Section 20.2.


                                  ARTICLE XVII

         17.1     Lease Events of Default.

                  If any one (1) or more of the following events (each a "Lease
Event of Default") shall occur:

                  (a) Any Lessee shall fail to make payment of (i) any
         Basic Rent regarding any Property with respect to which such Lessee has
         executed a Lease Supplement (except as set forth in clause (ii)) within
         three (3) Business Days after the same has become due and payable or
         (ii) any Termination Value payable by such Lessee, on the date any such
         payment is due and payable, or any payment of Basic Rent or
         Supplemental Rent payable by such Lessee due on the due date of any
         such payment of Termination Value, or any amount payable by such Lessee
         due on the Expiration Date;

                  (b) Any Lessee shall fail to make payment of any
         Supplemental Rent payable by such Lessee (other than Supplemental Rent
         referred to in Section 17.1(a)(ii)) or any other Credit Party shall
         fail to make any payment payable by such Credit Party of any amount
         under any Operative Agreement which has become due and payable within
         three (3) Business Days after receipt of notice that such payment is
         due;

                  (c)      [Reserved];

                  (d) (i) Any Credit Party shall fail to perform, comply
         with or observe any term, covenant or agreement applicable to it
         contained in Sections 5.4(a), 5.7(a) or 5.9 of the Lessee Credit
         Agreement or in Article VI of the Lessee Credit Agreement (each of
         which is incorporated herein by reference pursuant to Section 28.1), or
         (ii) any Lessee shall fail to observe or perform any term, covenant,
         obligation or condition of such Lessee under this Lease (including
         without limitation the Incorporated Covenants) or any other Operative
         Agreement to which such Lessee is a party other than those set forth in
         Sections 17.1(a), (b), (c) or (d)(i) hereof, or any other Credit Party
         shall fail to observe or perform any term, covenant, obligation or
         condition of such Credit Party under any Operative Agreement other than
         those set forth in Section 17.1(b) or (d)(i) hereof and in the event
         such breach or failure to comply is capable of cure, is not cured
         within thirty (30) days (or with respect to the Incorporated Covenants,
         the grace period, if any, applicable thereto) of its occurrence, or
         (iii) any representation or warranty made or deemed made by any Lessee
         or any other Credit Party set forth in this Lease (including without
         limitation the Incorporated Representations and Warranties) or in any
         other Operative Agreement or in any document entered into in connection
         herewith or therewith or in any document, certificate or financial or
         other statement delivered in connection herewith or therewith shall be
         incorrect, false or misleading in any respect on or as of the date made
         or deemed made;

                  (e)      An Agency Agreement Event of Default shall have
         occurred and be continuing;

                  (f) DTS or any of its Subsidiaries shall (i) default in
         any payment of principal of or interest on any Indebtedness (other than
         Indebtedness arising under the ELLF Facility) in a principal amount
         outstanding of at least $500,000 in the aggregate for DTS and any of
         its Subsidiaries beyond the period of grace (not to exceed 30 days), if
         any, provided in the instrument or agreement under which such
         Indebtedness was created; or (ii) default in the observance or
         performance of any other agreement or condition relating to any
         Indebtedness in a principal amount outstanding of at least $500,000 in
         the aggregate for DTS and its Subsidiaries or contained in any
         instrument or agreement evidencing, securing or relating thereto, or
         any other event shall occur or condition exist, the effect of which
         default or other event or condition is to cause, or to permit the
         holder or holders of such Indebtedness or beneficiary or beneficiaries
         of such Indebtedness (or a trustee or agent on behalf of such holder or
         holders or beneficiary or beneficiaries) to cause, with the giving of
         notice if required, such Indebtedness to become due prior to its stated
         maturity;

                  (g) (i) DTS or any of its Subsidiaries shall commence
         any case, proceeding or other action (A) under any existing or future
         law of any jurisdiction, domestic or foreign, relating to bankruptcy,
         insolvency, reorganization or relief of debtors, seeking to have an
         order for relief entered with respect to it, or seeking to adjudicate
         it a bankrupt or insolvent, or seeking reorganization, arrangement,
         adjustment, winding-up, liquidation, dissolution, composition or other
         relief with respect to it or its debts, or (B) seeking appointment of a
         receiver, trustee, custodian, conservator or other similar official for
         it or for all or any substantial part of its assets, or DTS or any
         Subsidiary shall make a general assignment for the benefit of its
         creditors; or (ii) there shall be commenced against DTS or any
         Subsidiary any case, proceeding or other action of a nature referred to
         in clause (i) above which (A) results in the entry of an order for
         relief or any such adjudication or appointment or (B) remains
         undismissed, undischarged or unbonded for a period of 60 days; or (iii)
         there shall be commenced against DTS or any Subsidiary any case,
         proceeding or other action seeking issuance of a warrant of attachment,
         execution, distraint or similar process against all or any substantial
         part of its assets which results in the entry of an order for any such
         relief which shall not have been vacated, discharged, or stayed or
         bonded pending appeal within 60 days from the entry thereof; or (iv)
         DTS or any Subsidiary shall take any action in furtherance of, or
         indicating its consent to, approval of, or acquiescence in, any of the
         acts set forth in clause (i), (ii), or (iii) above; or (v) DTS or any
         Subsidiary shall generally not, or shall be unable to, or shall admit
         in writing its inability to, pay its debts as they become due;

                  (h)      [Reserved];

                  (i)      [Reserved];

                  (j) The entering of any order in any proceedings
         against any Credit Party or any Subsidiary of any Credit Party
         decreeing the dissolution, divestiture or split-up of any Credit Party
         or any Subsidiary of any Credit Party, and such order remains in effect
         for more than sixty (60) days;

                  (k) Any report, certificate, financial statement or
         other instrument delivered to Lessor by or on behalf of any Credit
         Party pursuant to the terms of this Lease or any other Operative
         Agreement is false or misleading in any respect when made or delivered;

                  (l) Any Lessee Credit Agreement Event of Default (other
         than a Lessee Credit Agreement Event of Default under Section 7.1(i) of
         the Lessee Credit Agreement or under Section 7.1(c) of the Lessee
         Credit Agreement to the extent such Lessee Credit Agreement Event of
         Default under Section 7.1(c) arises as a result of a breach of the
         covenants set forth in Section 5.4(a) of the Lessee Credit Agreement or
         Section 6.4 of the Lessee Credit Agreement) shall have occurred and be
         continuing and shall not have been waived;

                  (m) One or more judgments or decrees shall be entered
         against DTS or any of its Subsidiaries involving in the aggregate a
         liability (to the extent not paid when due or covered by insurance) of
         $2,000,000 or more and all such judgments or decrees shall not have
         been paid and satisfied, vacated, discharged, stayed or bonded pending
         appeal within 30 days from the entry thereof;

                  (n) (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan or any Lien in favor of the PBGC or a Plan
         (other than a Permitted Lien) shall arise on the assets of DTS, any of
         its Subsidiaries or any Commonly Controlled Entity, (iii) a Reportable
         Event shall occur with respect to, or proceedings shall commence to
         have a trustee appointed, or a trustee shall be appointed, to
         administer or to terminate, any Single Employer Plan, which Reportable
         Event or commencement of proceedings or appointment of a trustee is, in
         the reasonable opinion of the Majority Secured Parties, likely to
         result in the termination of such Plan for purposes of Title IV of
         ERISA, (iv) any Single Employer Plan shall terminate for purposes of
         Title IV of ERISA, (v) DTS, any of its Subsidiaries or any Commonly
         Controlled Entity shall, or in the reasonable opinion of the Majority
         Secured Parties is likely to, incur any liability in connection with a
         withdrawal from, or the Insolvency or Reorganization of, any
         Multiemployer Plan or (vi) any other similar event or condition shall
         occur or exist with respect to a Plan; and in each case in clauses (i)
         through (vi) above, such event or condition, together with all other
         such events or conditions, if any, could have a Material Adverse
         Effect;

                  (o) A Change of Control shall occur and (y) a majority
         of the Board of Directors of DTS has duly authorized and approved such
         Change of Control or (z) prior to such Change of Control, a Poison Pill
         was not enacted to prevent the same;

                  (p) Any Operative Agreement shall cease to be in full force
         and effect;

                  (q) Except as to any Credit Party which is released in
         connection with the Operative Agreements, the guaranty given by any
         Guarantor under the Participation Agreement or any provision thereof
         shall cease to be in full force and effect, or any Guarantor or any
         Person acting by or on behalf of such Guarantor shall deny or disaffirm
         such Guarantor's obligations under such guaranty, or any Guarantor
         shall default in the due performance or observance of any term,
         covenant or agreement on its part to be performed or observed pursuant
         to any guaranty; or

                  (r) A reasonable basis shall exist for the assertion
         against DTS or any of its Subsidiaries, or any predecessor in
         interest of DTS or any of its Subsidiaries, of (or there shall have
         been asserted against DTS or any of its Subsidiaries) an Environmental
         Claim that, in the judgment of the Majority Secured Parties, is
         reasonably likely to be determined adversely to DTS or any of its
         Subsidiaries, and the amount thereof (either individually or in the
         aggregate) is reasonably likely to have a Material Adverse Effect
         (insofar as such amount is payable by DTS or any of its Subsidiaries
         but after deducting any portion thereof that is reasonably expected to
         be paid by other creditworthy Persons jointly and severally liable
         therefor); then, in any such event, Lessor may, in addition to the
         other rights and remedies provided for in this Article XVII and in
         Section 18.1, terminate this Lease by giving each Lessee five (5) days
         notice of such termination (provided, notwithstanding the foregoing,
         this Lease shall be deemed to be automatically terminated without the
         giving of notice upon the occurrence of a Lease Event of Default under
         Sections 17.1(g)), and this Lease shall terminate, and all rights
         of each Lessee under this Lease shall cease. Each Lessee shall, to the
         fullest extent permitted by law, pay as Supplemental Rent all costs and
         expenses incurred by or on behalf of Lessor or any other Financing
         Party, including without limitation reasonable fees and expenses of
         counsel, as a result of any Lease Event of Default hereunder.

         A POWER OF SALE HAS BEEN GRANTED IN THIS LEASE. A POWER OF SALE MAY
ALLOW LESSOR TO TAKE THE PROPERTIES AND SELL THE PROPERTIES WITHOUT GOING TO
COURT IN A FORECLOSURE ACTION UPON THE OCCURRENCE OF A LEASE EVENT OF DEFAULT.

         17.2     Surrender of Possession.

                  If a Lease Event of Default shall have occurred and be
continuing, and whether or not this Lease shall have been terminated pursuant to
Section 17.1, each Lessee shall, upon thirty (30) days' written notice,
surrender to Lessor possession of each Property with respect to which such
Lessee has executed a Lease Supplement. Lessor may enter upon and repossess the
Properties by such means as are available at law or in equity, and may remove
each applicable Lessee and all other Persons and any and all personal property
and each Lessee's equipment and personalty and severable Modifications from the
Properties. Lessor shall have no liability by reason of any such entry,
repossession or removal performed in accordance with applicable law. Upon the
written demand of Lessor, each Lessee shall return each Property with respect to
which such Lessee has executed a Lease Supplement promptly to Lessor, in the
manner and condition required by, and otherwise in accordance with the
provisions of, Section 22.1(c) hereof.

         17.3     Reletting.

                  If a Lease Event of Default shall have occurred and be
continuing, and whether or not this Lease shall have been terminated pursuant to
Section 17.1, Lessor may, but shall be under no obligation to, relet any or all
of the Properties, for the account of each applicable Lessee or otherwise, for
such term or terms (which may be greater or less than the period which would
otherwise have constituted the balance of the Term) and on such conditions
(which may include concessions or free rent) and for such purposes as Lessor may
determine, and Lessor may collect, receive and retain the rents resulting from
such reletting. Lessor shall not be liable to any Lessee for any failure to
relet any Property or for any failure to collect any rent due upon such
reletting.

         17.4     Damages.

                  Neither (a) the termination of this Lease as to all or any of
the Properties pursuant to Section 17.1; (b) the repossession of all or any of
the Properties; nor (c) the failure of Lessor to relet all or any of the
Properties, the reletting of all or any portion thereof, nor the failure of
Lessor to collect or receive any rentals due upon any such reletting, shall
relieve any Lessee of its liabilities and obligations hereunder, all of which
shall survive any such termination, repossession or reletting. If any Lease
Event of Default shall have occurred and be continuing and notwithstanding any
termination of this Lease pursuant to Section 17.1, each Lessee shall forthwith
pay to Lessor all Rent and other sums due and payable hereunder by such Lessee
to and including without limitation the date of such termination. Thereafter, on
the days on which the Basic Rent or Supplemental Rent, as applicable, are
payable under this Lease or would have been payable under this Lease if the same
had not been terminated pursuant to Section 17.1 and until the end of the Term
hereof or what would have been the Term in the absence of such termination, each
applicable Lessee shall pay Lessor, as current liquidated damages (it being
agreed that it would be impossible accurately to determine actual damages) an
amount equal to the Basic Rent and Supplemental Rent that are payable by such
Lessee under this Lease or would have been payable by such Lessee hereunder if
this Lease had not been terminated pursuant to Section 17.1, less the net
proceeds, if any, which are actually received by Lessor with respect to the
period in question of any reletting of any Property with respect to which such
Lessee has executed a Lease Supplement or any portion thereof; provided, that
such Lessee's obligation to make payments of Basic Rent and Supplemental Rent
under this Section 17.4 shall continue only so long as Lessor shall not have
received the amounts specified in Section 17.6. In calculating the amount of
such net proceeds from reletting, there shall be deducted all of Lessor's, any
Holder's, the Agent's and any Lender's reasonable expenses in connection
therewith, including without limitation repossession costs, brokerage or sales
commissions, fees and expenses for counsel and any necessary repair or
alteration costs and expenses incurred in preparation for such reletting. To the
extent Lessor receives any damages pursuant to this Section 17.4, such amounts
shall be regarded as amounts paid on account of Rent. Each Lessee specifically
acknowledges and agrees that its obligations under this Section 17.4 shall be
absolute and unconditional under any and all circumstances and shall be paid
and/or performed, as the case may be, without notice or demand and without any
abatement, reduction, diminution, setoff, defense, counterclaim or recoupment
whatsoever.

         17.5     Power of Sale.

                  Without limiting any other remedies set forth in this Lease,
Lessor and each Lessee agree that each Lessee has granted, pursuant to Section
7.1(b) hereof and each Lease Supplement, a Lien against each Property with
respect to which such Lessee has executed a Lease Supplement WITH POWER OF SALE,
and that, upon the occurrence and during the continuance of any Lease Event of
Default, Lessor shall have the power and authority, to the extent provided by
law, after prior notice and lapse of such time as may be required by law, to
foreclose its interest (or cause such interest to be foreclosed) in all or any
part of the Properties.

         17.6     Final Liquidated Damages.

                  If a Lease Event of Default shall have occurred and be
continuing, whether or not this Lease shall have been terminated pursuant to
Section 17.1 and whether or not Lessor shall have collected any current
liquidated damages pursuant to Section 17.4, Lessor shall have the right to
recover, by demand to each Lessee as to each Property for which such Lessee has
executed a Lease Supplement and at Lessor's election, and each Lessee shall pay
to Lessor, as and for final liquidated damages, but exclusive of the indemnities
payable under Section 11 of the Participation Agreement (which, if requested,
shall be paid concurrently), and in lieu of all current liquidated damages
beyond the date of such demand (it being agreed that it would be impossible
accurately to determine actual damages) the Termination Value with respect to
each Property for which such Lessee has executed a Lease Supplement. Upon
payment of the amount specified pursuant to the first sentence of this Section
17.6, each applicable Lessee shall be entitled to receive from Lessor, either at
such Lessee's request or upon Lessor's election, in either case at such Lessee's
cost, an assignment of Lessor's entire right, title and interest in and to the
applicable Properties, Improvements, Fixtures, Modifications, Equipment and all
components thereof, in each case in recordable form and otherwise in conformity
with local custom and free and clear of the Lien of this Lease (including
without limitation the release of any memoranda of Lease and/or the Lease
Supplement recorded in connection therewith) and any Lessor Liens. The
applicable Properties shall be conveyed to such Lessee "AS-IS, WHERE-IS" and in
their then present physical condition. If any statute or rule of law shall limit
the amount of such final liquidated damages to less than the amount agreed upon,
Lessor shall be entitled to the maximum amount allowable under such statute or
rule of law; provided, however, no Lessee shall be entitled to receive an
assignment of Lessor's interest in the Properties, the Improvements, Fixtures,
Modifications, Equipment or the components thereof unless each Lessee shall have
paid in full the Termination Value with respect to each Property for which such
Lessee has executed a Lease Supplement. Each Lessee specifically acknowledges
and agrees that its obligations under this Section 17.6 shall be absolute and
unconditional under any and all circumstances and shall be paid and/or
performed, as the case may be, without notice or demand and without any
abatement, reduction, diminution, setoff, defense, counterclaim or recoupment
whatsoever.

         17.7     Environmental Costs.

                  If a Lease Event of Default shall have occurred and be
continuing, and whether or not this Lease shall have been terminated pursuant to
Section 17.1, each Lessee shall pay directly to any third party (or at Lessor's
election, reimburse Lessor) for the cost of any environmental testing and/or
remediation work undertaken respecting any Property with respect to which such
Lessee has executed a Lease Supplement, as such testing or work is deemed
appropriate in the reasonable judgment of Lessor, and shall indemnify and hold
harmless Lessor and each other Indemnified Person therefrom. Each Lessee shall
pay all amounts referenced in the immediately preceding sentence within ten (10)
days of any request by Lessor for such payment. The provisions of this Section
17.7 shall not limit the obligations of any Lessee under any Operative Agreement
regarding indemnification obligations, environmental testing, remediation and/or
work.

         17.8     Waiver of Certain Rights.

                  If this Lease shall be terminated pursuant to Section 17.1,
each Lessee waives, to the fullest extent permitted by Law, (a) any right of
redemption, re-entry or possession; (b) the benefit of any laws now or hereafter
in force exempting property from liability for rent or for debt; and (c) any
other rights which might otherwise limit or modify any of Lessor's rights or
remedies under this Article XVII.

         17.9     Assignment of Rights Under Contracts.

                  If a Lease Event of Default shall have occurred and be
continuing, and whether or not this Lease shall have been terminated pursuant to
Section 17.1, each Lessee shall upon Lessor's demand immediately assign,
transfer and set over to Lessor all of such Lessee's right, title and interest
in and to each agreement executed by such Lessee in connection with the
acquisition, installation, testing, use, development, construction,
operation, maintenance, repair, refurbishment and restoration of each Property
with respect to which such Lessee has executed a Lease Supplement (including
without limitation all right, title and interest of such Lessee with respect to
all warranty, performance, service and indemnity provisions), as and to the
extent that the same relate to the acquisition, installation, testing, use,
development, construction, operation, maintenance, repair, refurbishment and
restoration of each Property with respect to which such Lessee has executed a
Lease Supplement.

         17.10    Remedies Cumulative.

                  The remedies herein provided shall be cumulative and in
addition to (and not in limitation of) any other remedies available at law,
equity or otherwise, including without limitation any mortgage foreclosure
remedies.


                                  ARTICLE XVIII

         18.1     Lessor's Right to Cure Lessees' Lease Defaults.

                  Lessor, without waiving or releasing any obligation or Lease
Event of Default, may (but shall be under no obligation to) remedy any Lease
Event of Default for the account and at the sole cost and expense of each
applicable Lessee, including without limitation the failure by any Lessee to
maintain the insurance required by Article XIV, and may, to the fullest extent
permitted by law, and notwithstanding any right of quiet enjoyment in favor of
any Lessee, enter upon any Property, and take all such action thereon as may be
necessary or appropriate therefor. No such entry shall be deemed an eviction of
any Lessee. All out-of-pocket costs and expenses so incurred (including without
limitation fees and expenses of counsel), together with interest thereon at the
Overdue Rate from the date on which such sums or expenses are paid by Lessor,
shall be paid by the applicable Lessee to Lessor on demand.


                                   ARTICLE XIX

         19.1     Provisions Relating to Any Lessee's Exercise of its Purchase
                  Option.

                  Subject to Section 19.2, in connection with any termination of
this Lease with respect to any Property pursuant to the terms of Section 16.2,
or in connection with any Lessee's exercise of its Purchase Option, upon the
date on which this Lease is to terminate with respect to any Property, and upon
tender by any Lessee of the amounts set forth in Sections 16.2(b) or 20.2, as
applicable, Lessor shall execute and deliver to such Lessee (or to such Lessee's
designee) at such Lessee's cost and expense an assignment (by deed or other
appropriate instrument) of Lessor's entire interest in such Property, in each
case in recordable form and otherwise in conformity with local custom and free
and clear of any Lessor Liens attributable to Lessor but without any other
warranties (of title or otherwise) from Lessor. Such Property shall be conveyed
to such Lessee "AS-IS, "WHERE-IS" and in then present physical condition.

         19.2     No Purchase or Termination With Respect to Less than All of a
                  Property.


                  No Lessee shall be entitled to exercise its Purchase Option or
the Sale Option separately with respect to a portion of any Property consisting
of Land, Equipment, Improvements and/or any interest pursuant to a Ground Lease
but shall be required to exercise its Purchase Option or the Sale Option with
respect to an entire Property.


                                   ARTICLE XX

         20.1     Purchase Option or Sale Option-General Provisions.

                  Not less than one hundred eighty (180) days (or respecting the
Purchase Option only, not less than sixty (60) days) and no more than two
hundred forty (240) days prior to the Expiration Date or, respecting the
Purchase Option only, any Payment Date (such Expiration Date or, respecting the
Purchase Option only, any such Payment Date being hereinafter referred to as the
"Election Date"), the applicable Lessee respecting one or more Properties may
give Lessor irrevocable written notice (the "Election Notice") that such Lessee
is electing to exercise either (a) the option to purchase one or more Properties
on the applicable Election Date (the "Purchase Option") or (b) with respect to
an Election Notice given in connection with the Expiration Date only, the option
to remarket one or more of such Properties to a Person other than Lessee or any
Affiliate of Lessee and cause a sale of such Properties to occur on the
applicable Election Date pursuant to the terms of Section 22.1 (the "Sale
Option"). If the applicable Lessee does not give an Election Notice indicating
the Purchase Option or the Sale Option at least one hundred eighty (180) days
and not more than two hundred forty (240) days prior to the Expiration Date,
then the applicable Lessee shall be deemed to have elected for the Purchase
Option to apply with respect to all Properties for which the Lessee has executed
a Lease Supplement on the Expiration Date. If the applicable Lessee shall elect
(or be deemed to have elected) to exercise the Purchase Option for one or more
Properties then the applicable Lessee shall pay to Lessor on the date on which
such purchase is scheduled to occur an amount equal to the Termination Value for
the affected Property or Properties (which the parties do not intend to be a
"bargain" purchase price) and, upon receipt of such amounts and satisfaction of
such obligations, Lessor shall transfer to the applicable Lessee all of Lessor's
right, title and interest in and to such Property or Properties in accordance
with Section 20.2.

         20.2     Lessee Purchase Option.

                  Provided, no Default or Event of Default shall have occurred
and be continuing (other than those that will be cured by the payment of the
Termination Value for one or more of the Properties) and provided, that the
Election Notice has been appropriately given specifying the Purchase Option, the
applicable Lessee shall purchase the Property or Properties identified (or
deemed to be identified) in the applicable Election Notice on the applicable
Election Date at a price equal to the Termination Value for such Property or
Properties (which the parties do not intend to be a "bargain" purchase price).

                  Subject to Section 19.2, in connection with any termination of
this Lease with respect to any Property pursuant to the terms of Section 16.2,
or in connection with a particular Lessee's exercise of its Purchase Option,
upon the date on which this Lease is to terminate with respect to one or more
Properties, and upon tender by Lessee of the amounts set forth in Section
16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge
(where required) and deliver to such Lessee, at such Lessee's cost and expense,
each of the following: (a) a termination or assignment (as requested by the
applicable Lessee) of each applicable Ground Lease and special or limited
warranty Deeds conveying each affected Property (to the extent it is real
property not subject to a Ground Lease) to the applicable Lessee free and clear
of the Lien of this Lease, the Lien of the Credit Documents and any Lessor
Liens; (b) a Bill of Sale conveying each affected Property (to the extent it is
personal property) to the applicable Lessee free and clear of the Lien of this
Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real
estate tax affidavit or other document required by law to be executed and filed
in order to record the applicable Deed and/or the applicable Ground Lease
termination; and (d) FIRPTA affidavits. All of the foregoing documentation must
be in form and substance reasonably satisfactory to Lessor. The applicable
Property shall be conveyed to the applicable Lessee "AS-IS, WHERE-IS" and in
then present physical condition.

                  If any Property is the subject of remediation efforts
respecting Hazardous Substances at the applicable Election Date which could
materially and adversely impact the Fair Market Sales Value of such Property
(with materiality determined in Lessor's discretion), then the applicable Lessee
shall be obligated to purchase each such Property pursuant to Section 20.2.

                  On the applicable Election Date on which a particular Lessee
has elected to exercise its Purchase Option, such Lessee shall pay (or cause to
be paid) to Lessor, the Bank and all other parties, as appropriate, the sum of
all costs and expenses incurred by any such party in connection with the
election by such Lessee to exercise its Purchase Option and all Rent and all
other amounts then due and payable or accrued under this Lease and/or any other
Operative Agreement.

         20.3     Third Party Sale Option.

                  (a) Provided, that (i) no Default or Event of Default
shall have occurred and be continuing and (ii) the Election Notice has been
appropriately given specifying the Sale Option, the applicable Lessee shall
undertake to cause a sale of the applicable Property or Properties on the
applicable Election Date (all as specified in the Election Notice), in
accordance with the provisions of Section 22.1 hereof. Such Election Date on
which a sale is required may be hereafter referred to as the "Sale Date".

                  (b) In the event a particular Lessee exercises the Sale
Option then, as soon as practicable and in all events not less than sixty (60)
days prior to the Sale Date, such Lessee at its expense shall cause to be
delivered to Lessor a Phase I environmental site assessment for each such
Property recently prepared (no more than thirty (30) days old prior to the Sale
Date) by an independent recognized professional reasonably acceptable to Lessor
and in form, scope and content reasonably satisfactory to Lessor. In the event
that Lessor shall not have received such environmental site assessment by the
date sixty (60) days prior to the Sale Date or in the event that such
environmental assessment shall reveal the existence of any material violation of
Environmental Laws, other material Environmental Violation or potential material
Environmental Violation (with materiality determined in each case by Lessor in
its reasonable discretion), then such Lessee on the Sale Date shall pay to
Lessor an amount equal to the Termination Value for the applicable Property or
Properties and any and all other amounts due and owing hereunder. Upon receipt
of such payment and all other amounts due under the Operative Agreements, Lessor
shall transfer to such Lessee all of Lessor's right, title and interest in and
to all the Properties in accordance with Section 19.1.

         20.4     Appointment  of Dollar Tree as Agent for the Lessees with
                  Respect to the Purchase  Option or the Sale Option.

                  Each Lessee hereby appoints Dollar Tree to act as its agent,
and Dollar Tree hereby accepts such appointment, for the purpose of providing
the Election Notice pursuant to Section 20.1 on behalf of each of the Lessees.


                                   ARTICLE XXI

         21.1     [Intentionally Omitted].


                                  ARTICLE XXII

         22.1     Sale Procedure.

                  (a) During the Marketing Period, the Lessee that
         has executed a Lease Supplement respecting one or more Properties for
         which the Sale Option has been elected, on behalf of Lessor, shall
         obtain bids for the cash purchase of such Property or Properties in
         connection with a sale to one (1) or more third party purchasers to be
         consummated on the Sale Date for the highest price available, shall
         notify Lessor promptly of the name and address of each prospective
         purchaser and the cash price which each prospective purchaser shall
         have offered to pay for each such Property and shall provide Lessor
         with such additional information about the bids and the bid
         solicitation procedure as Lessor may reasonably request from time to
         time. All such prospective purchasers must be Persons other than the
         applicable Lessee or any Affiliate of the applicable Lessee.

                  Lessor may reject any and all bids and may solicit and obtain
         bids by giving Lessee written notice to that effect; provided, however,
         that notwithstanding the foregoing, Lessor may not reject the bids for
         any Property submitted by the applicable Lessee if such bids, in the
         aggregate, are greater than or equal to the sum of the Limited Recourse
         Amount for such Property plus Closing Costs related to the sale of such
         Property, and represent bona fide offers from one (1) or more third
         party purchasers. If the highest price which a prospective purchaser or
         the prospective purchasers shall have offered to pay for a Property on
         the Sale Date is less than the sum of the Limited Recourse Amount for
         such Property plus Closing Costs related to the sale of such Property
         or if such bids do not represent bona fide offers from one (1) or more
         third parties or if there are no bids or if such Property is otherwise
         not sold on the Sale Date, Lessor may elect to retain such Property by
         giving the applicable Lessee prior written notice of Lessor's election
         to retain the same, and promptly upon receipt of such notice, the
         applicable Lessee shall surrender, or cause to be surrendered, each of
         the Properties specified in such notice in accordance with the terms
         and conditions of Section 10.1. Upon acceptance of any bid, Lessor
         agrees, at the applicable Lessee's request, to execute a contract of
         sale with respect to such sale, so long as the same is consistent with
         the terms of this Article 22 and provides by its terms that it is
         nonrecourse to Lessor.

                  Unless Lessor shall have elected to retain one or more of the
         Properties pursuant to the provisions of the preceding paragraph, the
         applicable Lessee shall arrange for Lessor to sell each other Property
         for which the Sale Option has been elected and a bid has been accepted
         free and clear of the Lien of this Lease and any Lessor Liens
         attributable to Lessor, without recourse or warranty (of title or
         otherwise), for cash on the Sale Date to the purchaser or purchasers
         offering the highest cash sales price, as identified by the applicable
         Lessee or Lessor, as the case may be; provided, however, solely as to
         Lessor or the Trust Company, in its individual capacity, any Lessor
         Lien shall not constitute a Lessor Lien so long as Lessor or the Trust
         Company, in its individual capacity, is diligently and in good faith
         contesting, at the cost and expense of Lessor or the Trust Company, in
         its individual capacity, such Lessor Lien by appropriate proceedings in
         which event the applicable Sale Date, all without penalty or cost to
         the applicable Lessee, shall be delayed for the period of such contest.
         To effect such transfer and assignment, Lessor shall execute,
         acknowledge (where required) and deliver to the appropriate purchaser
         each of the following: (a) special or limited warranty Deeds conveying
         each such Property (to the extent it is real property titled to Lessor)
         and an assignment of the Ground Lease conveying the leasehold interest
         of Lessor in each such Property (to the extent it is real property and
         subject to a Ground Lease) to the appropriate purchaser free and clear
         of the Lien of this Lease, the Lien of the Credit Documents and any
         Lessor Liens; (b) a Bill of Sale conveying each such Property (to the
         extent it is personal property) titled to Lessor to the appropriate
         purchaser free and clear of the Lien of this Lease, the Lien of the
         Credit Documents and any Lessor Liens; (c) any real estate tax
         affidavit or other document required by law to be executed and filed in
         order to record each Deed and/or each Ground Lease assignment; and (d)
         FIRPTA affidavits, as appropriate. All of the foregoing
         documentation must be in form and substance reasonably satisfactory to
         Lessor. The applicable Lessee shall surrender the Properties so sold or
         subject to such documents to each purchaser in the condition specified
         in Section 10.1, or in such other condition as may be agreed between
         the applicable Lessee and such purchaser. The applicable Lessee shall
         not take or fail to take any action which would have the effect of
         unreasonably discouraging bona fide third party bids for any Property.
         In the event any Property for which the Sale Option has been elected
         has not been sold by the Expiration Date, each applicable Lessee shall
         continue to use its best efforts to market all remaining unsold
         Properties.

                  (b) If any Property is sold on a Sale Date to a third
         party purchaser in accordance with the terms of Section 22.1(a) and the
         purchase price paid for such Property is less than the Property Cost
         for such Property (hereinafter such difference shall be referred to as
         the "Deficiency Balance"), then the Lessee that has executed a Lease
         Supplement with respect to such Property hereby
         unconditionally promises to pay to Lessor on the Sale Date the lesser
         of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee
         Amount for such Property. On a Sale Date if Lessor receives any amount
         in excess of the Termination Value for such Property from a third party
         purchaser, then Lessor shall pay to the applicable Lessee any such
         excess amounts. If one or more of the Properties are retained by Lessor
         pursuant to an affirmative election made by Lessor pursuant to the
         provisions of Section 22.1(a) or if any Property for which the Sale
         Option has been elected is not sold on or prior to the Expiration Date,
         then the Lessee that has executed a Lease Supplement with respect to
         such Property hereby unconditionally promises to pay to Lessor on the
         Sale Date an amount equal to the Maximum Residual Guarantee Amount for
         each such Property so retained, together with any and all Rent and all
         other amounts then due and owing by such Lessee to the Financing
         Parties pursuant to the Operative Agreements. Each Lessee shall also
         pay to the Bank, on the Expiration Date, such Lessee's pro rata share
         of the Remarketing Fee (based on the ratio of the Property Cost
         allocable to such retained Properties for which such Lessee has
         executed a Lease Supplement to the aggregate Property Cost for all
         Properties so retained). The failure to pay the Deficiency Balance or
         the Maximum Residual Guarantee Amount, the Remarketing Fee or any such
         other amounts referenced in this Section 22.1(b) shall constitute a
         Lease Event of Default.

                  Upon the sale to a third party purchaser (which is not a
         Subsidiary or Affiliate of any Credit Party) of any Property, provided
         that the Deficiency Balance or Maximum Residual Guarantee Amount, the
         Remarketing Fee and all such other amounts referenced in this Section
         22.1(b) have been paid, the proceeds from the sale of such Property
         will be applied in accordance with Section 22.2.

                  (c) In the event that any Property is either sold to
         one (1) or more third party purchasers on the Sale Date or retained by
         Lessor in connection with an affirmative election made by Lessor
         pursuant to the provisions of Section 22.1(a), then in either case on
         the applicable Sale Date the applicable Lessee shall provide Lessor or
         such third party purchaser (unless otherwise agreed by such third party
         purchaser) with (i) all permits, certificates of occupancy,
         governmental licenses and authorizations necessary to use, operate,
         repair, access and maintain each such Property for the purpose it is
         being used by the applicable Lessee, and (ii) such manuals, permits,
         easements, licenses, intellectual property, know-how, rights-of-way and
         other rights and privileges in the nature of an easement as are
         reasonably necessary or desirable in connection with the use,
         operation, repair, access to or maintenance of each such Property for
         its intended purpose or otherwise as Lessor or such third party
         purchaser(s) shall reasonably request (and a royalty-free license or
         similar agreement to effectuate the foregoing on terms reasonably
         agreeable to Lessor or such third party purchaser(s), as applicable).
         All assignments, licenses, easements, agreements and other deliveries
         required by clauses (i) and (ii) of this paragraph (c) shall be in form
         reasonably satisfactory to Lessor or such third party purchaser(s), as
         applicable, and shall be fully assignable (including without limitation
         both primary assignments and assignments given in the nature of
         security) without payment of any fee, cost or other charge. The
         applicable Lessee shall also execute any documentation requested by
         Lessor or such third party purchaser(s), as applicable, evidencing the
         continuation or assignment of each Ground Lease.

                  (d) Notwithstanding the foregoing provisions of this
         Section 22.1 and the rights of each Lessee to remarket the Property or
         Properties with respect to which such Lessee has executed a Lease
         Supplement, Lessor and each other Financing Party at all times shall be
         permitted, but shall be under no duty, to market the Properties and
         solicit bids therefor.

         22.2     Application of Proceeds of Sale.

                  Lessor shall apply the proceeds of sale of each Property sold
in the following order of priority:

                  (a) FIRST,  to pay or to reimburse  Lessor (and/or the
         Agent or any other  Financing  Party, as the case may be) for the
         payment of Closing Costs;

                  (b) SECOND, so long as the Credit Agreement is in
         effect and any Loans or Holder Advances or any amount is owing to the
         Financing Parties under any Operative Agreement, to the Agent to be
         allocated in accordance with Section 8.7 of the Participation
         Agreement; and

                  (c) THIRD, to the applicable Lessee.

         22.3     Indemnity for Excessive Wear.

                  If the proceeds of the sale described in Section 22.1 with
respect to the Properties shall be less than the Limited Recourse Amount with
respect to the Properties, and at the time of such sale it shall have been
reasonably determined (pursuant to the Appraisal Procedure) that the Fair Market
Sales Value of the Properties shall have been impaired by greater than expected
wear and tear during the term of the Lease, each applicable Lessee shall pay to
Lessor within ten (10) days after receipt of Lessor's written statement (i) the
amount of such excess wear and tear determined by the Appraisal Procedure or
(ii) the amount of the Sale Proceeds Shortfall, whichever amount is less.

         22.4     Appraisal Procedure.

                  For determining the Fair Market Sales Value of the Properties
or any other amount which may, pursuant to any provision of any Operative
Agreement, be determined by an appraisal procedure, Lessor and each applicable
Lessee shall use the following procedure (the "Appraisal Procedure"). Lessor and
each applicable Lessee shall endeavor to reach a mutual agreement as to such
amount for a period of ten (10) days from commencement of the Appraisal
Procedure under the applicable section of the Lease, and if they cannot agree
within ten (10) days, then two (2) qualified appraisers, one (1) chosen by such
Lessee and one (1) chosen by Lessor, shall mutually agree thereupon, but if
either party shall fail to choose an appraiser within twenty (20) days after
notice from the other party of the selection of its appraiser, then the
appraisal by such appointed appraiser shall be binding on such Lessee and
Lessor. If the two (2) appraisers cannot agree within twenty (20) days after
both shall have been appointed, then a third appraiser shall be selected by the
two (2) appraisers or, failing agreement as to such third appraiser within
thirty (30) days after both shall have been appointed, by the American
Arbitration Association. The decisions of the three (3) appraisers shall be
given within twenty (20) days of the appointment of the third appraiser and the
decision of the appraiser most different from the average of the other two (2)
shall be discarded and such average shall be binding on Lessor and such Lessee;
provided, that if the highest appraisal and the lowest appraisal are equidistant
from the third appraisal, the third appraisal shall be binding on Lessor and
such Lessee. The fees and expenses of the appraiser appointed by such Lessee
shall be paid by such Lessee; the fees and expenses of the appraiser appointed
by Lessor shall be paid by Lessor (such fees and expenses not being indemnified
pursuant to Section 11 of the Participation Agreement); and the fees and
expenses of the third appraiser shall be divided equally between such Lessee and
Lessor (such fees and expenses not being indemnified pursuant to Section 11 of
the Participation Agreement).


                                  ARTICLE XXIII

         23.1     Holding Over.

                  If any Lessee shall for any reason remain in possession of a
Property after the expiration or earlier termination of this Lease as to such
Property (unless such Property is conveyed to such Lessee), such possession
shall be as a tenancy at sufferance during which time such Lessee shall continue
to pay Supplemental Rent that would be payable by such Lessee hereunder were the
Lease then in full force and effect with respect to such Property and such
Lessee shall continue to pay Basic Rent allocable to such Lessee at the lesser
of the highest lawful rate and one hundred ten percent (110%) of the last
payment of Basic Rent due with respect to such Property prior to such expiration
or earlier termination of this Lease. Such Basic Rent shall be payable from time
to time upon demand by Lessor and such additional amount of Basic Rent shall be
applied by Lessor ratably to the Lenders and the Holders based on their relative
amounts of the then outstanding aggregate Property Cost for all Properties.
During any period of tenancy at sufferance, such Lessee shall, subject to the
second preceding sentence, be obligated to perform and observe all of the terms,
covenants and conditions of this Lease, but shall have no rights hereunder other
than the right, to the extent given by law to tenants at sufferance, to continue
their occupancy and use of such Property. Nothing contained in this Article
XXIII shall constitute the consent, express or implied, of Lessor to the holding
over of any Lessee after the expiration or earlier termination of this Lease as
to any Property (unless such Property is conveyed to such Lessee) and nothing
contained herein shall be read or construed as preventing Lessor from
maintaining a suit for possession of such Property or exercising any other
remedy available to Lessor at law or in equity.


                                  ARTICLE XXIV

         24.1     Risk of Loss.

                  During the Term, unless any applicable Lessee shall not be in
actual possession of any Property in question solely by reason of Lessor's
exercise of its remedies of dispossession under Article XVII, the risk of loss
or decrease in the enjoyment and beneficial use of such Property as a result of
the damage or destruction thereof by fire, the elements, casualties, thefts,
riots, wars or otherwise is assumed by such Lessee, and Lessor shall in no event
be answerable or accountable therefor.


                                   ARTICLE XXV

         25.1     Assignment.

                  (a) No Lessee may assign this Lease or any of its
         rights or obligations hereunder or with respect to any Property with
         respect to which such Lessee has executed a Lease Supplement in whole
         or in part to any Person without the prior written consent of the
         Agent, the Lenders, the Holders and Lessor (except for any assignment
         arising by operation of law as a result of a merger of such Lessee
         permitted without consent under Section 6.4 of the Lessee Credit
         Agreement).

                  (b) No assignment by any Lessee (referenced in this
         Section 25.1 or otherwise) or other relinquishment of possession to any
         Property with respect to which such Lessee has executed a Lease
         Supplement shall in any way discharge or diminish any of the
         obligations of such Lessee to Lessor hereunder and such Lessee shall
         remain directly and primarily liable under the Operative Agreements as
         to any rights or obligations assigned by such Lessee or regarding any
         such Property in which rights or obligations have been assigned or
         otherwise transferred.

         25.2     Subleases.

                  (a) Promptly, but in any event within five (5) Business
         Days, following the execution and delivery of any sublease permitted by
         this Article XXV, Lessee shall notify Lessor of the execution of such
         sublease. As of the date of each Lease Supplement, each Lessee that has
         executed a Lease Supplement shall lease the respective Property
         described in such Lease Supplement from Lessor, and any existing tenant
         respecting such Property shall automatically be deemed to be a
         subtenant of the applicable Lessee with respect to such Property and
         not a tenant of Lessor.

                  (b) Without the prior written consent of the Agent, any
         Lender, any Holder or Lessor, (i) the Stockton Sublease shall be
         permitted, and (ii) subject to the other provisions of this Section
         25.2, any Lessee may sublet any Property or portion thereof to any
         wholly-owned Subsidiary of such Lessee or DTS; provided, however, no
         such sublease otherwise permitted under this Section 25.2(b)(ii) shall
         be permitted with respect to the Property located in Stockton,
         California and more particularly described in Lease Supplement No. 1
         while the Stockton Sublease is in effect. Except as referenced in the
         immediately preceding sentence, no other subleases shall be permitted
         unless consented to in writing by Lessor. Except with respect to the
         Stockton Sublease, all subleasing shall be done on market terms and
         shall in no way diminish the fair market value or useful life of any
         applicable Property.

                  (c) No sublease (referenced in this Section 25.2 or
         otherwise) or other relinquishment of possession to any Property shall
         in any way discharge or diminish any of any Lessee's obligations to
         Lessor hereunder and each Lessee shall remain directly and primarily
         liable under this Lease as to each Property with respect to which such
         Lessee has executed a Lease Supplement, or portion thereof, so sublet.
         The term of any such sublease shall not extend beyond the Term. Each
         sublease shall be expressly subject and subordinate to this Lease.


                                  ARTICLE XXVI

         26.1     No Waiver.

                  No failure by Lessor or any Lessee to insist upon the strict
performance of any term hereof or to exercise any right, power or remedy upon a
default hereunder, and no acceptance of full or partial payment of Rent during
the continuance of any such default, shall constitute a waiver of any such
default or of any such term. To the fullest extent permitted by law, no waiver
of any default shall affect or alter this Lease, and this Lease shall continue
in full force and effect with respect to any other then existing or subsequent
default.


                                  ARTICLE XXVII

         27.1     Acceptance of Surrender.

                  No surrender to Lessor of this Lease or of all or any portion
of any Property or of any part of any thereof or of any interest therein shall
be valid or effective unless agreed to and accepted in writing by Lessor and no
act by Lessor or the Agent or any representative or agent of Lessor or the
Agent, other than a written acceptance, shall constitute an acceptance of any
such surrender.

         27.2     No Merger of Title.

                  There shall be no merger of this Lease or of the leasehold
estate created hereby by reason of the fact that the same Person may acquire,
own or hold, directly or indirectly, in whole or in part, (a) this Lease or the
leasehold estate created hereby or any interest in this Lease or such leasehold
estate, (b) any right, title or interest in any Property, (c) any Notes, or (d)
a beneficial interest in Lessor.


                                 ARTICLE XXVIII

         28.1     Incorporation of Covenants.

                  Reference is made to the Lessee Credit Agreement and the
representations and warranties of the Credit Parties contained in Article III of
the Lessee Credit Agreement (hereinafter referred to as the "Incorporated
Representations and Warranties") and the covenants contained in Articles V and
VI of the Lessee Credit Agreement, exclusive of the covenants set forth in
Sections 5.4(a) and 6.4 of the Lessee Credit Agreement (hereinafter referred to
as the "Incorporated Covenants"). Lessee agrees with Lessor that the
Incorporated Representations and Warranties and the Incorporated Covenants (and
all other relevant provisions of the Lessee Credit Agreement related thereto,
including without limitation the defined terms contained in Section 1.1 thereof
which are used in the Incorporated Representations and Warranties and the
Incorporated Covenants, hereinafter referred to as the "Additional Incorporated
Terms") are hereby incorporated by reference into this Lease to the same extent
and with the same effect as if set forth fully herein and shall inure to the
benefit of Lessor, without giving effect to any waiver, amendment, modification
or replacement of the Lessee Credit Agreement or any term or provision of the
Incorporated Representations and Warranties or the Incorporated Covenants
occurring subsequent to the date of this Lease, except to the extent otherwise
specifically provided in the following provisions of this paragraph. In the
event a waiver is granted under the Lessee Credit Agreement or an amendment or
modification is executed with respect to the Lessee Credit Agreement, and such
waiver, amendment and/or modification affects the Incorporated
Representations and Warranties, the Incorporated Covenants or the Additional
Incorporated Terms, then such waiver, amendment or modification shall be
effective with respect to the Incorporated Representations and Warranties, the
Incorporated Covenants and the Additional Incorporated Terms as incorporated by
reference into this Lease only if consented to in writing by the Agent (acting
upon the direction of the Majority Secured Parties). In the event of any
replacement of the Lessee Credit Agreement with a similar credit facility (the
"New Facility") the representations and warranties, covenants and additional
terms contained in the New Facility which correspond to the representations and
warranties, covenants contained in Article III and Articles V and VI, exclusive
of the covenants set forth in Sections 5.4(a) and 6.4 of the Lessee Credit
Agreement, respectively, and such additional terms (each of the foregoing
contained in the Lessee Credit Agreement) shall become the Incorporated
Representations and Warranties, the Incorporated Covenants and the Additional
Incorporated Terms only if consented to in writing by the Agent (acting upon the
direction of the Majority Secured Parties) and, if such consent is not granted
or if the Lessee Credit Agreement is terminated and not replaced, then the
representations and warranties and covenants contained in Article III and
Articles V and VI, exclusive of the covenants set forth in Sections 5.4(a) and
6.4 of the Lessee Credit Agreement, respectively, and such additional terms
(each of the foregoing contained in the Lessee Credit Agreement (together with
any modifications or amendments approved in accordance with this paragraph))
shall continue to be the Incorporated Representations and Warranties, the
Incorporated Covenants and the Additional Incorporated Terms hereunder.


                                  ARTICLE XXIX

         29.1     Notices.

                  All notices required or permitted to be given under this Lease
shall be in writing and delivered as provided in the Participation Agreement.


                                   ARTICLE XXX

         30.1     Miscellaneous.

                  Anything contained in this Lease to the contrary
notwithstanding, all claims against and liabilities of any Lessee or Lessor
arising from events commencing prior to the expiration or earlier termination of
this Lease shall survive such expiration or earlier termination. If any
provision of this Lease shall be held to be unenforceable in any jurisdiction,
such unenforceability shall not affect the enforceability of any other provision
of this Lease and such jurisdiction or of such provision or of any other
provision hereof in any other jurisdiction.

         30.2     Amendments and Modifications.

                  Neither this Lease nor any Lease Supplement may be amended,
waived, discharged or terminated except in accordance with the provisions of
Section 12.4 of the Participation Agreement.

         30.3     Successors and Assigns.

                  All the terms and provisions of this Lease shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.

         30.4     Headings and Table of Contents.

                  The headings and table of contents in this Lease are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

         30.5     Counterparts.

                  This Lease may be executed in any number of counterparts, each
of which shall be an original, but all of which shall together constitute one
(1) and the same instrument.

         30.6     GOVERNING LAW.

                  THIS LEASE SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NORTH CAROLINA
(WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW),
EXCEPT TO THE EXTENT THE LAWS OF THE STATE WHERE A PARTICULAR PROPERTY IS
LOCATED ARE REQUIRED TO APPLY.

         30.7     Calculation of Rent.

                  All calculation of Rent payable hereunder shall be computed
based on the actual number of days elapsed over a year of three hundred sixty
(360) days or, to the extent such Rent is based on the Prime Lending Rate, three
hundred sixty-five (365) (or three hundred sixty-six (366), as applicable) days.

         30.8     Memoranda of Lease and Lease Supplements.

                  This Lease shall not be recorded; provided, Lessor and each
applicable Lessee shall, subject to Section 8.10 of the Participation Agreement,
promptly record (a) a memorandum of this Lease and the applicable Lease
Supplement (in substantially the form of Exhibit B attached hereto) or a short
form lease (in form and substance reasonably satisfactory to Lessor) regarding
each Property with respect to which such Lessee has executed a Lease Supplement
promptly after the acquisition thereof in the local filing office with respect
thereto, in all cases at such Lessee's cost and expense, and as required under
applicable law to sufficiently evidence this Lease and any such Lease Supplement
in the applicable real estate filing records.

         30.9     Allocations between the Lenders and the Holders.

                  Notwithstanding any other term or provision of this Lease to
the contrary, the allocations of the proceeds of the Properties and any and all
other Rent and other amounts received hereunder shall be subject to the
inter-creditor provisions between the Lenders and the Holders contained in the
Operative Agreements (or as otherwise agreed among the Lenders and the Holders
from time to time).

         30.10    Limitations on Recourse.

                  Notwithstanding anything contained in this Lease to the
contrary, each Lessee agrees to look solely to Lessor's estate and interest in
the Properties (and in no circumstance to the Agent, the Lenders, the Holders or
otherwise to Lessor) for the collection of any judgment requiring the payment of
money by Lessor in the event of liability by Lessor, and no other property or
assets of Lessor or any shareholder, owner or partner (direct or indirect) in or
of Lessor, or any director, officer, employee, beneficiary, Affiliate of any of
the foregoing shall be subject to levy, execution or other enforcement procedure
for the satisfaction of the remedies of any Lessee under or with respect to this
Lease, the relationship of Lessor and any Lessee hereunder or any Lessee's use
of the Properties or any other liability of Lessor to any Lessee. Nothing in
this Section shall be interpreted so as to limit the terms of Sections 6.1 or
6.2 or the provisions of Section 12.9 of the Participation Agreement.

         30.11    WAIVERS OF JURY TRIAL.

                  EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY, TO
         THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WAIVE TRIAL BY JURY IN
         ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS LEASE AND FOR ANY
         COUNTERCLAIM THEREIN.

         30.12    Exercise of Lessor Rights.

                  Each Lessee hereby acknowledges and agrees that the rights and
powers of Lessor under this Lease have been assigned to the Agent pursuant to
the terms of the Security Agreement and the other Operative Agreements. Lessor
and each Lessee hereby acknowledge and agree that (a) the Agent shall, in its
discretion, direct and/or act on behalf of Lessor pursuant to the provisions of
Sections 8.2(h) and 8.6 of the Participation Agreement, (b) all notices to be
given to Lessor shall be given to the Agent and (c) all notices to be given by
Lessor may be given by the Agent, at its election.


         30.13    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.


         30.14    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. TO THE EXTENT ANY RENT OR PAYMENTS HEREUNDER ARE HEREINAFTER
CHARACTERIZED BY ANY COURT OF COMPETENT JURISDICTION AS THE REPAYMENT OF
PRINCIPAL AND INTEREST THEREON, THIS SECTION 30.14 SHALL APPLY. ANY SUCH RENT OR
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 LEASE 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 LESSOR 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 APPLICABLE LESSEE 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 LESSOR DOES NOT INTEND TO CHARGE OR RECEIVE ANY UNEARNED INTEREST IN THE
EVENT OF SUCH DEMAND. ALL INTEREST PAID OR AGREED TO BE PAID TO LESSOR SHALL, 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 LEASE 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]



<PAGE>



                            DTSD Realty Trust 1999-1

         IN WITNESS WHEREOF, the parties have caused this Lease to be duly
executed and delivered as of the date first above written.

                  FIRST SECURITY BANK,
                  NATIONAL ASSOCIATION, as
                  Owner Trustee under the
                  DTSD Realty Trust 1999-1,
                  as Lessor


                  By: /s/ Val T. Orton
                     -----------------------------------------------------------
                  Name: Val T. Orton
                       ---------------------------------------------------------
                  Title: Vice President
                        --------------------------------------------------------




                           [signature pages continue]



                  DOLLAR TREE DISTRIBUTION, INC., as a Lessee

                  By: /s/ Frederick C. Coble
                     -----------------------------------------------------------
                  Name: Frederick C. Coble
                       ---------------------------------------------------------
                  Title: Senior Vice President
                        --------------------------------------------------------




                           [signature pages continue]



<PAGE>




                  DT KEYSTONE DISTRIBUTION, R.L.L.L.P., as a Lessee, by
                  DT Keystone Management, Inc., its general partner

                  By: /s/ Frederick C. Coble
                     -----------------------------------------------------------
                  Name: Frederick C. Coble
                       ---------------------------------------------------------
                  Title: Senior Vice President
                        --------------------------------------------------------




                           [signature pages continue]



<PAGE>



Receipt of this original
counterpart of the foregoing
Lease is hereby acknowledged
as the date hereof

                  FIRST UNION NATIONAL BANK, as the Agent

                  By: /s/ Evander S. Jones, Jr.
                      ------------------------------------------------
                  Name:  Evander S. Jones, Jr.
                        ----------------------------------------------
                  Title: Vice President
                         ---------------------------------------------




                              [signature pages end]
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>6
<FILENAME>exhibit21.txt
<DESCRIPTION>SUBSIDIARIES OF THE REGISTRANT
<TEXT>

                                                                    EXHIBIT 21.1


                         SUBSIDIARIES OF THE REGISTRANT


The registrant is the parent company of Dollar Tree Distribution, Inc., a
distribution, warehousing and wholesale company, and Dollar Tree Management,
Inc., a management services company, both of which are Virginia companies. The
registrant is also the parent of Dollar Express, Inc., a Pennsylvania company.
Certain other subsidiaries are not included because, when considered in the
aggregate as a single subsidiary, they do not constitute a significant
subsidiary as of December 31, 2000.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>7
<FILENAME>exhibit23.txt
<DESCRIPTION>INDEPENDENT AUDITORS' CONSENT
<TEXT>

                                                                   Exhibit 23.1


                         Independent Auditors' Consent



The Board of Directors
Dollar Tree Stores, Inc.:


We consent to incorporation by reference in the registration statements (Nos.
33-92812, 33-92814, 33-92816, 333-38735, 333-61139, 333-41428 and 333-35916) on
Forms S-3 and S-8 of Dollar Tree Stores, Inc., of our report dated January 23,
2001 relating to the consolidated balance sheets of Dollar Tree Stores, Inc. and
subsidiaries as of December 31, 2000 and 1999, and the related consolidated
income statements, statements of shareholders' equity and cash flows for each of
the years in the three-year period ended December 31, 2000, which report is
included herein.



/s/ KPMG LLP


Norfolk, Virginia
March 28, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>8
<FILENAME>form10k.pdf
<DESCRIPTION>2000 FORM 10K
<TEXT>

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