<PAGE>
                                                                     EXHIBIT 4.1

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                             NEW VALLEY CORPORATION
           (doing business in New Jersey as New Valley Realty Company)



                                 LOAN AGREEMENT



                            Dated: December 13, 2002



                                 $40,500,000.00

               HSBC REALTY CREDIT CORPORATION (USA), AS LENDER AND
                          AS ADMINISTRATIVE AGENT, AND
   EACH OF THE LENDERS THAT IS A SIGNATORY HERETO UNDER THE CAPTION "LENDERS"
     ON THE SIGNATURE PAGES HEREOF AND EACH ELIGIBLE ASSIGNEE THAT BECOMES A
         "LENDER" AFTER THE DATE HEREOF PURSUANT TO SECTION 12.06 HEREOF


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                              Location of Premises:

            Street Address:                100-150 College West Road
            Town of:                       Plainsboro
            County of:                     Middlesex
            State of:                      New Jersey
            Block:                         3
            Lots:                          1.61 and 1.62


<PAGE>



                  THIS LOAN AGREEMENT (this "Agreement") dated December 13, 2002
is made and entered into by and between NEW VALLEY CORPORATION (doing business
in New Jersey as New Valley Realty Company), a Delaware corporation having an
address at 100 S.E. Second Street, Miami, Florida 33131 ("Borrower"), each of
the lenders that is a signatory hereto under the caption "Lenders" on the
signature pages hereof and each Eligible Assignee (as hereinafter defined) that
becomes a "Lender" after the date hereof pursuant to Section 12.06 hereof
(individually, a "Lender" and, collectively, the "Lenders" and HSBC REALTY
CREDIT CORPORATION (USA), as Administrative Agent (in such capacity, together
with its successors in such capacity, "Administrative Agent"), having an office
on the date hereof at 452 Fifth Avenue, New York, New York 10018.

                  Borrower is simultaneously herewith purchasing the fee
interest in certain premises located as set forth on the cover hereof, known as
100-150 College Road West, Princeton, New Jersey, and the Improvements located
thereon (collectively, the "Project"). Borrower has requested that the Lenders
make certain loans to Borrower to partially finance the Borrower's purchase of
the Project, which loans are to be secured by a mortgage on the Project, and the
Lenders are prepared to make such loans subject to and in accordance with the
terms and conditions hereof. Accordingly, the parties hereto agree as follows:

         SECTION 1. DEFINITIONS.

                  1.01. Certain Defined Terms. As used herein, the following
terms shall have the following meanings (all terms defined in this Section 1.01
or in other provisions of this Agreement iv, the singular to have the same
meanings when used in the plural and vice versa):

                  "ADJUSTED LIBOR RATE" means an interest rate equal to two
(2.00%) percent in excess of the LIBOR Rate, as determined by the Administrative
Agent, pursuant to, and in accordance with the provisions of this Agreement.

                  "ADMINISTRATIVE AGENT" is defined in the introduction hereto.

                  "AFFILIATE" means, (a) with respect to a corporation, any
officer or director thereof and any Person that is, directly or indirectly, the
legal or beneficial owner of or otherwise controls more than ten percent (10%)
of any class of shares or other equity security of such Person, or any Person
that directly or indirectly controls or is controlled by or is under common
control with such Person and (b) with respect to a partnership or venture, any
general partner, general partner of a general partner, partnership with a common
general partner or co-venturer thereof, or any sponsor of such partnership, as
that term is used in any offering memorandum prepared in respect to any federal
or state securities laws or the rules or regulations issued pursuant thereto, or
any Person that, directly or indirectly, controls or is controlled by or is
under common control with such partnership or venture and, if any general
partner or general partner of a general partner or co-venturer is a corporation,
any Person that is an Affiliate as defined in clause (a) above of such
corporation. "Control" of a Person (including the correlative meanings of
"controls", "controlled by" and "under common control with") means effective
power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person, whether by contract or otherwise.



                                      -1-
<PAGE>

                  "APPLICABLE LENDING OFFICE" means, for each Lender, the
"Lending Office" of such Lender (or of an Affiliate of such Lender) designated
on the signature page hereof or in the applicable Assignment and Assumption
Agreement or such other office of such Lender (or of an Affiliate of such
Lender) as such Lender may from time to time specify to Administrative Agent and
Borrower as the office by which its Loans are to be made and maintained.

                  "ASSIGNMENT AND ASSUMPTION AGREEMENT" means an Assignment and
Assumption Agreement, substantially in the form of Exhibit A, pursuant to which
a Lender assigns and an Eligible Assignee assumes rights and obligations in
accordance with Section 12.06 of this Agreement.

                  "ASSIGNMENT OF LEASES AND RENTS" means the Assignment of
Leases and Rents dated the date hereof executed by the Borrower to the
Administrative Agent, as the same may be modified or amended from time to time.

                  "BASIC DOCUMENTS" means, collectively, this Agreement, the
Notes, the Mortgage, and the Assignment of Leases and Rents now or hereafter
delivered.

                  "BEST KNOWLEDGE OF BORROWER" means the actual knowledge of the
individuals who, in a management or supervisory capacity, are actively involved
in the day to day operations of the Project.

                  "BORROWING" means each borrowing of Loans hereunder.

                  "BUSINESS DAY" shall mean any day other than a Saturday,
Sunday or other day on which commercial banks in New York City are authorized or
required by law to close.

                  "CODE" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "COMMITMENT" means, as to each Lender, the obligation of such
Lender to make Loans on and subject to the terms and conditions hereof in an
aggregate amount equal to the amount set forth opposite the name of such Lender
on the signature pages hereof under the caption "Commitment".

                  "DEFAULT" means an Event of Default or an event that with
notice or lapse of time or both would become an Event of Default.

                  "DOLLARS" and "$" mean lawful money of the United States of
America.

                  "ELIGIBLE ASSIGNEE" means any commercial bank, savings bank or
financial institution having total assets in excess of $20,000,000,000 or any
other commercial bank, savings bank, financial institution or other Person
designated as an Eligible Assignee by Administrative Agent.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, together with the regulations promulgated
and rulings issued thereunder.



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<PAGE>

                  "ERISA AFFILIATE" means 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 Borrower is a member and (ii) solely for purposes of
potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) 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 Borrower is
a member.

                  "EVENT OF DEFAULT" is defined in Section 9 hereof.

                  "GOVERNMENTAL AUTHORITY" means any arbitrator, court,
governmental department, commission, board, bureau, agency or instrumentality,
whether local, state, federal or foreign having jurisdiction.

                  "INTEREST DETERMINATION DATE" shall mean a LIBOR Business Day
that is two (2) LIBOR Business Days prior to the commencement of the applicable
LIBOR Interest Period.

                  "LENDER" is defined in the first paragraph of this Agreement.

                  "LIBOR BUSINESS DAY" means any day on which commercial banks
are generally open for business as contemplated by this Agreement in New York
City and London, England and, as to any payments or notices in respect of a
LIBOR Loan, on which dealings in Dollar deposits are carried out in the London
interbank market.

                  "LIBOR INTEREST PERIOD" means each period commencing on a
LIBOR Business Day and ending on the numerically corresponding day in the first,
second, third or sixth calendar month thereafter, as Borrower may select
pursuant to written or telephonic notification to the Administrative Agent in
accordance with the terms of Section 3.03 of this Agreement. If a LIBOR Interest
Period would otherwise end on a date that is not a LIBOR Business Day, such
LIBOR Interest Period shall instead end on the next LIBOR Business Day as
determined by the Administrative Agent in accordance with the then current
banking practice in New York or London; provided, that (i) if such next LIBOR
Business Day falls in the next calendar month, such LIBOR interest Period shall
end on the preceding LIBOR Business Day, and (ii) if such LIBOR Interest Period
begins on a day for which there is no numerically corresponding day m the
calendar month at the end of such LIBOR Interest Period, such LIBOR interest
Period shall end on the last LIBOR Business Day of such calendar month. In any
event, the selection of a LIBOR Interest Period that would mature after (i) the
Maturity Date, or (ii) a date on which the Borrower is required, or has notified
the Administrative Agent of its intention, to pay all or any portion of the
outstanding principal balance of the Loans, shall not be permitted hereunder
(provided, however, that the monthly Amortization Payments provided for in this
Agreement shall not be deemed to preclude the selection of a LIBOR Interest
Period that would mature after the date of such monthly payments).

                  "LIBOR LOAN" means, at any time, a Loan bearing interest at
the Adjusted LIBOR Rate.




                                      -3-
<PAGE>

                  "LIBOR RATE" means, for any LIBOR Interest Period, the rate
determined by the Administrative Agent to be equal to the quotient obtained by
dividing (i) the rate per annum at which deposits for U.S. Dollars in an amount
approximately equal to the then aggregate outstanding principal balance of the
Loans are being offered to U.S. banks by one or more prime banks in the London
interbank market for such LIBOR Interest Period as determined by Administrative
Agent, in its discretion, based upon reference to the "British Bankers"
Association Interest Settlement Rates" for deposits in Dollars on any
information vending service as may be from time to time be nominated by the
British Bankers' Association for the purpose of displaying such rate (currently
displayed on the Reuters Service at screen "LIBOR", the Bloomberg Service at
page "BBAM 1" and the Telerate Service at page "3750") at or about 11:00 a.m.
London time (or as soon thereafter as practicable) on the date that is two (2)
LIBOR Business Days prior to the first day of such interest Period by (ii) 1
minus the Reserve Requirement for such interest Period, and rounding the
quotient upward to the nearest 1/16 of 1%. In the event that such rate is
unavailable, the LIBOR Rate shall be determined on such basis as Administrative
Agent shall reasonably select, following consultation with the Lenders.
Administrative Agent's determination of such rate shall be conclusive and
binding on Borrower absent manifest error.

                  "LIEN" means, with respect to any Property, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in respect of
such Property. For purposes of this Agreement and the other Basic Documents, a
Person shall be deemed to own subject to a Lien any Property that it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
(other than an operating lease) relating to such Property.

                  "LOAN" means a loan made by a Lender to Borrower pursuant to
Section 2.01(a)

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect on
(a) the Project or the ownership or operation thereof, (b) the ability of
Borrower to perform its payment obligations hereunder or under any of the other
Basic Documents or its obligations under the Mortgage with respect to
maintenance of insurance or maintenance of the Project, (c) the validity or
enforceability of any of the Basic Documents, or (d) the rights and remedies of
Administrative Agent and the Lenders under any of the Basic Documents.

                  "MATURITY DATE" means the fourth anniversary of the date of
this Agreement; provided, that if such day is not a Business Day, the Maturity
Date shall be the immediately preceding Business Day.

                  "MORTGAGE" means the mortgage and security agreement dated the
date hereof from Borrower, as mortgagor, to Administrative Agent, as mortgagee,
as the same may be modified or amended from time to time.

                  "MORTGAGED PROPERTY" is defined in the Mortgage.

                  "NOTE" and "NOTES" are defined in Section 2.07 hereof.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.




                                      -4-
<PAGE>

                  "PERMITS" means, as of any date, all certificates, permits,
licenses and other governmental approvals, including, without limitation,
building permits and certificates of occupancy, necessary or required under
applicable law as of such date in connection with the ownership, development,
use, sale, occupancy and operation of the Project.

                  "PERSON" means any individual, corporation, company, voluntary
association, partnership, limited liability company, joint venture, trust,
mutual fund, unincorporated organization or government (or any agency,
instrumentality or political subdivision thereof).

                  "PLAN" means an employee benefit or other plan established or
maintained by Borrower or any ERISA Affiliate and that is covered by Title IV of
ERISA, other than a Multiemployer Plan.

                  "PREMISES" means the real property described on Schedule A to
the Mortgage and located as indicated on the cover hereof, upon all or part of
which the Improvements (as such term is defined in the Mortgage) are located.

                  "PRIME BASED RATE" means the fluctuating interest rate equal
to one quarter of one (0.25%) percent in excess of the Prime Rate.

                  "PRIME RATE" means, for any day, the rate of interest for such
day from time to time announced by HSBC Bank USA at its office at 452 Fifth
Avenue, New York, New York, as its prime rate (being a base rate for calculating
interest on certain loans), each change in any interest rate hereunder based on
the Prime Rate to take effect at the time of such change in the Prime Rate. The
Borrower acknowledges that the Prime Rate may not necessarily represent the
lowest rate charged by HSBC Bank USA to its customers. The Borrower acknowledges
that neither Administrative Agent nor HSBC Bank USA is required to notify
Borrower of any changes in the Prime Rate.

                  "PRIME RATE LOAN" means, at any time, a Loan bearing interest
at the Prime Based

                  "PROJECT" is defined in the Recitals hereto.

                  "PROPERTY" means all property of any kind whatsoever, whether
real, personal or mixed and whether tangible or intangible and any right or
interest therein.

                  "REGISTER" is defined in Section 12.06(c) hereof.

                  "REGULATORY CHANGE" means any change after the date of this
Agreement in Federal, state or foreign law or regulations (including, without
limitation, Regulation D of the Board of Governors of the Federal Reserve
System) applying to a class of banks, including any of the Lenders, or the
adoption or making after such date of any interpretation, directive or request
applying to a class of banks, including any of the Lenders, of or under any
Federal, state or foreign law or regulations (whether or not having the force of
law and whether or not failure to comply therewith would be unlawful) by any
court or governmental or monetary authority charged with the interpretation or
administration thereof.



                                      -5-
<PAGE>

                  "REQUIRED LENDERS" means Lenders having at least 66-2/3% of
the aggregate unpaid principal amount of the Loans.

                  "RESERVE REQUIREMENT" means, for any LIBOR Interest Period,
the rate at which reserves (including, without limitation, any marginal,
supplemental or emergency reserves) are required to be maintained during such
Interest Period under Regulation D of the Board of Governors of the Federal
Reserve System by member banks of the Federal Reserve System in New York City
with deposits exceeding one billion Dollars against "Eurocurrency liabilities"
(as such term is used in said Regulation D). Without limiting the effect of the
foregoing, the Reserve Requirement shall include any other reserves required to
be maintained by such member banks by reason of any Regulatory Change with
respect to (i) any category of liabilities that includes deposits by reference
to which the LIBOR Rate is to be determined as provided in the definition of
"LIBOR Rate" in this Section 1.01, or (ii) any category of extensions of credit
or other assets that includes the Loans.

                  "SECURITY DOCUMENTS" means, collectively, the Mortgage, the
Assignment of Leases and Rents, and all Uniform Commercial Code financing
statements filed with respect to the security interests in personal property and
fixtures created pursuant to the Mortgage.

                  In addition, capitalized terms not otherwise defined herein
shall have the means ascribed thereto in the Mortgage.

         SECTION 2. THE COMMITMENT, LOANS AND NOTES.

                  2.01. THE LOANS.

                  (a) Each Lender severally agrees, on and subject to the terms
and conditions of this Agreement, to make term loans to Borrower (each, a "Loan"
and, collectively, the "Loans") in one disbursement to be made on the date
hereof, in the principal amount of the Commitment(s) of such Lender and, as to
all Lenders, in an aggregate principal amount of FORTY MILLION FIVE HUNDRED
THOUSAND ($40,500,000.00) DOLLARS.

                  (b) The proceeds of the Loans shall be applied by Borrower to
purchase the Project and neither Administrative Agent nor any Lender shall have
any responsibility as to the use of any such proceeds. Borrower covenants and
agrees that in no event shall proceeds of the Loan, or any part thereof, be
used, directly or indirectly, for any other purpose, for any illegal purpose or
for the purpose, whether immediate, incidental or ultimate, of buying or
carrying "margin stock" within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System, or in connection with any hostile
acquisition or for any illegal purpose.

                  (c) The Loans will be made upon satisfaction of the conditions
precedent set forth in Section 6.01 hereof.

                  (d) Each Borrowing shall be made from the Lenders on a pro
rata basis in proportion to the amounts of their respective Commitments. No
Lender shall have any obligation to advance any amount hereunder in excess of
the amount of its Commitment.

                  2.02. INTENTIONALLY OMITTED.




                                      -6-
<PAGE>

                  2.03. SEVERAL OBLIGATIONS; CERTAIN REMEDIES INDEPENDENT. Each
of the respective amounts payable to each Lender by Borrower at any time
hereunder and under the Notes shall be a separate and independent debt and it
shall not be necessary for any other Lender or Administrative Agent to consent
to, or be joined as an additional party in, any proceedings to recover the
payment of any overdue amounts. Notwithstanding the foregoing provisions of this
Section 2.03, neither Administrative Agent nor any Lender shall commence any
action or proceeding to enforce any Note, unless all of the Notes are sought to
be enforced in the same action or proceeding. Nothing in the preceding sentence
shall modify the definition of the term "Required Lenders" or modify in any
other manner the number or percentage of the Lenders required to make any
determinations or waive any rights hereunder or the authority of the Required
Lenders, pursuant to Section 9 hereof, to require Administrative Agent to take
certain actions with respect to all of the Commitments and all of the Loans at
the request of the Required Lenders.

                  2.04. FEES. In consideration of Administrative Agent's
entering into this Agreement, Borrower shall pay a non-refundable commitment fee
of $202,500.00. By paying such fee to Administrative Agent, Borrower shall not
be liable to the Lenders, and the Lenders hereby release Borrower from any such
liability, with respect to such commitment fee.

                  2.05. CONDITIONS PRECEDENT AND THIRD PARTIES. No Person shall
be a third party beneficiary of any provision of this Agreement or any other
Basic Document or of the right of the Lenders to require or to waive the
satisfaction of conditions precedent hereunder in connection with the making of
any Loans other than the Lenders and Administrative Agent.

                  2.06. INTENTIONALLY OMITTED.

                  2.07. NOTES. The Loan or Loans, as the case may be, of each
Lender shall be evidenced by a separate promissory note or notes, as the case
may be, of Borrower payable to such Lender in the principal amount equal to the
amount of such Lender's Commitment (each such note, as the same may hereafter be
amended, modified, extended, severed, assigned, substituted, renewed or restated
from time to time in accordance with the terms of this Agreement, including,
without limitation, any substitute notes pursuant to Section 12.06, each, a
"Note" and collectively, the "Notes"), which shall be substantially in the form
of Schedule I hereto and otherwise duly completed. In case of any loss, theft,
destruction or mutilation of any Lender's Note, Borrower shall, upon its receipt
of an affidavit of an officer of such Lender as to such loss, theft, destruction
or mutilation and an appropriate indemnification, execute and deliver a
replacement Note to such Lender in the same principal amount and otherwise of
like tenor as the lost, stolen, destroyed or mutilated Note.

         SECTION 3. PAYMENTS OF PRINCIPAL AND INTEREST; YIELD PROTECTION

                  3.01. PRINCIPAL AT MATURITY. Borrower agrees to pay
Administrative Agent, for the pro rata account of the Lenders, the entire
outstanding principal amount of the Loans, together with all accrued and unpaid
interest hereunder and under the Notes, and all other cost and charges under the
Basic Documents, and each Loan shall mature, on the Maturity Date.




                                      -7-
<PAGE>

                  3.02. AMORTIZATION PAYMENTS. In addition to the interest
payments required to be made hereunder and under the Notes, as provided below,
Borrower shall pay to Administrative Agent, for the pro rata account of the
Lenders, the sum of $53,645.00 on February 1, 2003 and on the first day of each
and every month thereafter (if any such day is not a Business Day, such payment
shall be due and payable on the first Business Day immediately prior thereto)
until the Maturity Date, when the remaining principal balance of the Loans, all
accrued and unpaid interest hereunder (and under the Notes) and all costs and
charges hereunder and under the Basic Documents shall be due and payable (each
such payment is defined as an "Amortization Payment"). Each Amortization Payment
shall be applied in reduction of the outstanding principal amount of the Loans.

                  3.03. INTEREST; LATE CHARGES; OTHER COSTS.

                  (a) The Loans shall bear interest on the unpaid balance from
and after the date hereof at the Prime Based Rate until Borrower shall have
effectively exercised its first LIBOR Option hereunder (i.e., the interest rate
converts from the Prime Based Rate to the Adjusted LIBOR Rate), which
Administrative Agent and Borrower acknowledge will be on or about December 18,
2002. The Loans, unless otherwise provided herein, shall bear interest on the
unpaid principal balance from the date hereof until maturity (whether by
acceleration or otherwise) at an interest rate equal to the Adjusted LIBOR Rate,
as determined by the Administrative Agent pursuant to, and in accordance with,
the provisions of this Agreement. Interest shall be calculated for each day at
1/360th of the applicable per annum rate, which will result in a higher
effective annual rate. In no event shall interest under this Note exceed the
maximum rate of interest authorized by applicable law.

                  (b) Borrower agrees to pay to Administrative Agent, for the
pro rata account of the Lenders, interest on the unpaid principal amount of each
Loan, in arrears, on January 1, 2003 and on the first day of each and every
month thereafter through and including the Maturity Date, when the remaining
principal balance of the Loans, all accrued and unpaid interest hereunder (and
under the Notes), and all costs and charges hereunder and under the Basic
Documents shall be due and payable.

                  (c) Borrower agrees that if any payment due hereunder
(including, but not limited to, the entire principal balance under the Loans if
accelerated or otherwise matured) is not paid when due, and the applicable
notice and/or grace period, if any, with respect to such payment shall have
expired, or if any other Event of Default shall have occurred and be continuing,
then the Loans shall bear interest at a per annum rate of four (4.00%) percent
in excess of the interest rate that was payable hereunder immediately prior to
the expiration of such notice and/or grace period (or due date of such payment
if no grace period is applicable) or the occurrence of such Event of Default, as
the case may be ("Default Rate"), from the due date of such payment to and
including the date when paid, or from the occurrence of the default giving rise
to the Event of Default to and including the date when such Event of Default
shall have been cured (which cure must be consented to by the Administrative
Agent if the Loans shall have been duly accelerated as a result of the Event of



                                      -8-
<PAGE>

Default), as the case may be, but in no event shall such interest exceed the
maximum rate of interest authorized by applicable law. The Default Rate shall be
subject to increase or decrease based upon the Prime Rate from and after the
expiration of the LIBOR Interest Period in effect at the time the Default Rate
is first implemented. For example, if the Loans were accelerated during a LIBOR
Interest Period, the principal balance would bear interest at six (6.00%)
percent per annum in excess of the LIBOR Rate then in effect until the end of
the applicable LIBOR Interest Period and immediately thereafter the Loans would
bear interest at a fluctuating interest rate equal to four and one quarter
(4.25%) percent in excess of the Prime Rate. Borrower agrees to pay to
Administrative Agent, on demand and from time to time, for the pro rata account
of the Lenders, any and all interest payable at the Default Rate.

                  (d) Borrower agrees that if any payment due hereunder, whether
principal, interest or otherwise, made after the applicable grace period, if
any, provided in Section 2.01(a) of the Mortgage, shall be accompanied by a late
payment charge of four (4.00%) percent of the amount so due, which shall be due
with such late payment. Borrower agrees to pay to Administrative Agent such late
payment charge, for the pro rata account of the Lenders.

                  (e) If the payment of any interest and any other charges
hereunder or under the Notes is in excess of the maximum rate permitted by law
in commercial loan transactions between parties of the character of the parties
hereto, then ipso facto the obligations of the Borrower to make such payment
shall be reduced to the highest rate authorized under applicable law and all
prior payments in excess of such highest rate shall be applied and shall be
deemed to have been payments in reduction of the principal sum of the Loans.

                  (f) Borrower shall have the option to select from time to
time, pursuant to, in accordance with, and subject to the provisions of this
Agreement, that the entire outstanding principal balance of the Loans accrue
interest at an Adjusted LIBOR Rate ("LIBOR Option"). Borrower's selection shall
be exercised by making a written or telephonic request to Administrative Agent
for a LIBOR Rate, which must be received by Administrative Agent on or prior to
the applicable Interest Determination Date and must designate the proposed LIBOR
Interest Period and the proposed commencement date of the LIBOR Interest Period
("Borrowing Date"). Any request made by Borrower to have the aggregate
outstanding principal balance of the Loans accrue interest based upon a LIBOR
Rate shall be irrevocable after the applicable Interest Determination Date and
Borrower shall be bound therewith. Administrative Agent shall not incur any
liability to Borrower in acting upon telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized to act on behalf of Borrower.
Borrower agrees to indemnify Administrative Agent and the Lenders and hold
Administrative Agent and the Lenders harmless from any and all claims, losses,
costs and expenses incurred or suffered by Administrative Agent and the Lenders
in good faith reliance by the Administrative Agent on the telephone requests or
instructions from any representative of Borrower. Upon the expiration of a LIBOR
Interest Period under this Agreement, unless Borrower shall have designated (in
accordance with the terms of this Agreement) a proposed LIBOR Interest Period to
take effect immediately upon the end of the then current LIBOR Interest Period,
the interest rate with respect to the Loans shall automatically convert to an
Adjusted LIBOR Rate based upon a new LIBOR Interest Period of equal (or
approximately equal) duration as the then-expiring LIBOR Interest Period, as
determined by Administrative Agent as of the date that is two LIBOR Business




                                      -9-
<PAGE>


Days prior to the last day of the expiring LIBOR Interest Period; provided,
however, if Borrower's LIBOR Option is no longer permitted or is otherwise
unavailable for the reasons set forth in subparagraphs (i), (ii) and (iii) of
subsection 3.03(g) below, then the interest rate shall automatically convert to
the Prime Based Rate (or shall continue at the Default Rate if an Event of
Default has occurred and is continuing) at the end of the then current LIBOR
Interest Period. Administrative Agent's calculation of the interest rate
hereunder shall be conclusive in the absence of manifest error.

                  (g) Borrower shall not have the LIBOR Option if Administrative
Agent shall have determined (which determination shall be final, conclusive and
binding absent manifest error) that: (i) quotations of interest rates for the
relevant deposits referred to in the definition of "LIBOR Rate" in Section 1.01
hereof are not being provided in the relevant amounts or for the relevant
maturities for purposes of determining rates of interest for any LIBOR Loan as
provided herein, or (ii) the Required Lenders determine and notify
Administrative Agent that by reason of circumstances affecting the London
interbank market the relevant rates of interest referred to in the definition of
"LIBOR Rate" in Section 1.01 hereof upon the basis of which the rate of interest
for the LIBOR Loan for such Interest Period is to be determined are not likely
to adequately cover the cost to the Lenders of making or maintaining a LIBOR
Loan for such LIBOR Interest Period, or (iii) an Event of Default shall have
occurred and be continuing. Administrative Agent, as soon as possible after
making such determination, shall give telephonic or written notice to Borrower
that Borrower no longer has the LIBOR Option and the Lenders shall be under no
obligation to make any LIBOR Loan(s). If, however, the circumstances referred to
in this subsection cease to exist, Administrative Agent shall thereafter give
telephonic or written notice to Borrower of such change in circumstances, and
Borrower shall again have the LIBOR Option, subject to the provisions of this
paragraph.

                  (h) Notwithstanding anything herein contained to the contrary,
if during any LIBOR Interest Period, Administrative Agent shall have reasonably
determined (which determination shall be final, conclusive and binding), that
(i) any change in any law, regulation or official directive, or in the
interpretation thereof deemed to be binding by Administrative Agent in its
reasonable judgment, by any governmental body charged with the administration
thereof, shall make it unlawful for Administrative Agent or any Lender to fund
or maintain funding in Euro-dollars of the principal amount of any LIBOR or
otherwise to give effect to Administrative Agent's and Lenders' obligations to
offer the LIBOR Option, or (ii)the continuation of any LIBOR Loan would cause
Administrative Agent or any Lender severe hardship as a result of a contingency
occurring after the date of this Loan Agreement that materially and adversely
affects the London interbank market (such as, but not limited to, disruptions
resulting from political or economic events) then in either such event (x)
Administrative Agent may by telephonic or written notice to Borrower declare
that Administrative Agent's and Lenders' obligation to provide the LIBOR Option
to be immediately terminated, (y) the availability of the LIBOR Option hereunder
shall forthwith cease to be in effect, and interest on the outstanding principal
balance of this Note shall, from and after the date of the notice set forth in
subparagraph (x) above, be calculated and payable at the Prime Based Rate
(subject to increase to the Default Rate if an Event of Default shall have
occurred and be continuing); and (z) Borrower shall indemnify Administrative
Agent and the Lenders against any loss, expense, penalty or other charge
suffered by it in liquidating prior to maturity such LIBOR deposits obtained
pursuant to the terms of this Loan Agreement. No failure on the part of



                                      -10-
<PAGE>

Administrative Agent to demand compensation, for the pro rata account of the
Lenders, for any such increased costs shall constitute a waiver of
Administrative Agent's right to demand such compensation at any time during the
term of this Agreement. The good faith determination by Administrative Agent of
the amount of any such loss, expense, penalty or other charge ("Change in Law
Costs") shall be deemed conclusive in the absence of manifest error. Borrower
shall pay such Change In Law Costs to the Administrative Agent, for the pro rata
account of the Lenders, on demand. In the event the Change in Law Costs, as
computed in accordance with the provisions of this paragraph, shall exceed the
maximum amount permissible by law, the amount of the Change in Law Costs shall
be reduced to such maximum permissible amount.

                  (i) If, for any reason, (i) Borrower shall make a repayment to
Administrative Agent of all or any portion of any LIBOR Loan prior to the
expiration of the applicable LIBOR Interest Period, other than a monthly
Amortization Payment as provided herein, or (ii) demand for repayment of LIBOR
Loans, as provided for hereunder or under the Mortgage, shall be made, then, in
each and every case, Borrower agrees to indemnify Administrative Agent and
Lenders against, and to pay, on demand, directly to Administrative Agent, for
the pro rata account of the Lenders, any loss, cost, or expense suffered or
incurred by Administrative Agent or Lenders as a result of any and all of such
events, including without limitation (A) any loss, expense, penalty or other
charge incurred or suffered by Administrative Agent or Lenders during the period
from the date of Administrative Agent's receipt of such early repayment to the
last LIBOR Business Day of the proposed, or actual, LIBOR Interest Period in
question; but only if, and to the extent that, the rate of interest obtainable
by Administrative Agent and the Lenders with respect to each LIBOR Loan upon the
redeployment of funds in an amount equal to each such Lender's repayment (for
the period from the date of Administrative Agent's receipt of such early
repayment to the last LIBOR Business Day of the proposed, or actual, LIBOR
interest Period in question) is less than the applicable LIBOR Rate that would
have been paid during such actual, or proposed, LIBOR interest Period, and (B)
any loss, expense, penalty or other charge suffered or incurred by
Administrative Agent or any Lender in liquidating deposits prior to maturity in
amounts that correspond to such repayment (collectively, "Liquidation Fee"). In
the event the Liquidation Fee as computed in accordance with the provisions of
this paragraph, shall exceed the maximum amount permissible by law, the amount
of the Liquidation Fee shall be reduced to such maximum permissible amount. No
failure on the part of Administrative Agent to demand compensation for any such
increased costs for the pro rata account of the Lenders, shall constitute a
waiver of Administrative Agent's right to demand such compensation at any time
during the term of this Note. The good faith determination by Administrative
Agent of the amount of any such Liquidation Fee shall be conclusive in the
absence of manifest error.

                  (j) Borrower hereby agrees to reimburse directly to
Administrative Agent, for the pro rata account of the Lenders, all of
Administrative Agent's, and each such Lender's, costs and expenses in complying
with all applicable laws, executive orders, and regulations of the governments
of the United States and the United Kingdom and of any regulatory or
administrative agency thereof (including, without limitation, The Bank of
England and the Board of Governors of the Federal Reserve System) or any change
therein or in the interpretation thereof, that impose, modify or deem applicable
any reserve or asset or special deposit requirements on deposits obtained in the
London interbank market in respect of the unpaid principal amount of any LIBOR
Loan, or which subject Administrative Agent and/or any Lender to any tax with
respect to any LIBOR Loan or change the basis of taxation of payments to
Administrative Agent and/or any Lender of principal, interest or fees payable
under any LIBOR Loan (except for any tax, or changes in the rate of tax, on
Administrative Agent's and/or any Lender's net income or profits imposed by the
United States or any other government having jurisdiction or any political
subdivision or taxing authority thereof). The cost to Administrative Agent
and/or any Lender in complying with laws, executive orders or regulations that
impose, modify or deem applicable any reserve, asset or special deposit
requirements on deposits in the London interbank market shall be computed by
determining the amount by which such requirements effectively increase
Administrative Agent's and/or each Lender's cost of making and maintaining
deposits attributable to the unpaid principal balance or any LIBOR Loan and by
computing the additional interest which would have been owing to Administrative
Agent and/or such Lender if such effective increase had been added to the LIBOR



                                      -11-
<PAGE>

Rate for purposes of determining the LIBOR Rate during the applicable LIBOR
Interest Period. Upon notice from Administrative Agent that there has been a
change in such reserve requirements, Borrower agrees to pay to Administrative
Agent, on demand, for the pro rata account of each Lender, as applicable, such
additional sums as will compensate Administrative Agent and each such Lender for
the effect of any change in such reserve requirements. No failure on the part of
Administrative Agent to demand compensation for any increased cost in any LIBOR
Interest Period shall constitute a waiver of Administrative Agent's right to
demand such compensation, for the pro rata account of each Lender, as
applicable, at any time during the term of this Agreement. Administrative
Agent's determination of the amount of such costs ("Reserve Costs") shall be
conclusive in the absence of manifest error. If the Reserve Costs as computed in
accordance with the provisions of this paragraph shall exceed the maximum amount
permissible by law, the amount of the Reserve Costs shall be reduced to such
maximum permissible amount.

                  (k) If any law, regulation or guideline or any change therein
or interpretation or application thereof by any regulatory body, court,
administrative or governmental authority charged with the interpretation or
administration thereof, or compliance with any request, directive, ruling,
decree, judgment or recommendation of any regulatory body, court, administrative
or governmental authority now existing or hereafter adopted (whether or not
having the force of law) imposes, modifies or deems applicable any capital
adequacy, increased capital adequacy or similar requirement and the result is to
increase the cost of, or reduce the rate of return on, any Lender's capital as a
consequence of such Lender's obligations hereunder, Administrative Agent (after
being notified by such Lender) shall notify the Borrower of such fact by
telephone or in writing. Upon such notice from Administrative Agent that there
has been a change in such capital adequacy requirements, Borrower agrees to, and
shall, pay to Administrative Agent, for the account of the applicable Lenders,
on demand, such additional sums as will compensate such Lenders for the effect
of any change in such capital adequacy requirements. No failure on the part of
Administrative Agent to demand compensation for any such increased costs shall
constitute a waiver of Administrative Agent's right to demand such compensation,
for the pro rata account of the applicable Lenders, at any time during the term
of this Agreement. Each Lender's good faith determination of the amount of such
costs ("Capital Adequacy Costs") shall be conclusive in the absence of manifest
error. If the Capital Adequacy Costs as computed in accordance with the
provisions of this paragraph shall exceed the maximum amount permissible by law,
the amount of Capital Adequacy Costs shall be reduced to such maximum
permissible amount.

                  (l) Any Lender may wish to purchase one or more deposits in
order to fund or maintain its funding of the outstanding principal balance of a
LIBOR Loan during any LIBOR Interest Period in question; it being understood
that the provisions of this Agreement relating to such funding are included only
for the purpose of determining the rate of interest to be paid and any amounts
owing to Lenders hereunder with respect to the Liquidation Fee, Reserve Costs,
Capital Adequacy Costs and Change in Law Costs (each "Funding Cost" and,
collectively, "Funding Costs") and any other amounts payable hereunder. The


                                      -12-
<PAGE>


Lenders shall be entitled to fund and maintain its funding of the principal
amount of such Lenders' LIBOR Loan in any manner it sees fit, but all such
determinations hereunder shall be made based on the assumption that the Lender
had actually funded and maintained the outstanding principal balance of its
LIBOR Loan at the LIBOR Rate applicable during such LIBOR Interest Period
through the purchase of deposits in an amount equal to such outstanding
principal balance and having a maturity corresponding to such LIBOR Interest
Period in accordance with this Agreement. In determining the amount of Funding
Costs, of any, due from time to time from Borrower to Administrative Agent, for
the pro rata account of the Lenders, if any cost or expense is included in more
than one type of Funding Cost, such cost or expense shall not be included in any
other type of Funding Cost (i.e., Borrower shall not be charged twice for the
same Funding Cost).

                  (m) Any notices under this Section 3.03 that are permitted to
be made by telephone, shall be made as follows:

                  (i) if to Administrative Agent, by calling Christopher A.
Whyte at telephone number 212-525-1143 or such other persons as may be hereafter
designated by Administrative Agent; and

                  (ii) if to Borrower, by calling Richard J. Lampen at telephone
number 305-579-8000, or such other persons as may be hereafter designated by
Borrower.

                  3.04. PREPAYMENTS. Borrower shall have the right, upon not
less than ten (10) days' advance written notice to the Administrative Agent,
which notice shall be irrevocable, to prepay the principal of the Loans in whole
or in multiples of $1,000,000.00 at any time, without any premium or penalty
other than any Liquidation Fee (as itemized by the Administrative Agent to the
Borrower) due in connection with any prepayment of principal that was a LIBOR
Loan; provided, however, such prepayment must be accompanied by all accrued and
unpaid interest on the principal so prepaid to the date of such prepayment and
all other amounts then due under this Agreement (including any Funding Costs, as
itemized by Administrative Agent to Borrower). If a partial prepayment is made,
there will be no change in the due dates or the amounts of the monthly
Amortization Payments.

         SECTION 4. PAYMENTS; COMPUTATIONS; ETC.

                  4.01. PAYMENTS.

                  (a) Except to the extent otherwise provided herein, all
payments of principal, interest and other amounts to be made by Borrower under
this Agreement and the Notes and all payments to be made by Borrower under any
other Basic Document shall be made in Dollars, in immediately available funds,
without deduction, set-off or counterclaim, and flee and clear of, and without
deduction or withholding for, any taxes, levies, imposts, duties, fees, charges,
withholdings, restrictions or conditions of any nature whatsoever, to
Administrative Agent at its office at 452 Fifth Avenue, New York, New York (or
such other location in New York State as Administrative Agent may direct), not


                                      -13-
<PAGE>

later than 12:00 noon New York time on the date when due (each such payment made
after such time on such due date to be deemed to have been made on the next
succeeding Business Day).

         (b) Each payment received by Administrative Agent under this Agreement
for account of any Lender shall be paid by Administrative Agent promptly to such
Lender, in immediately available funds, for account of such Lender's Applicable
Lending Office. Borrower shall not be liable to any Lender for any amount paid
by Borrower to Administrative Agent for the account of any of the Lenders in the
event that Administrative Agent fails to pay such amount to the Lenders in
accordance with the terms of this Agreement.

         (c) If the due date of any payment under this Agreement or the Notes
would otherwise fall on a day that is not a Business Days such date shall be
extended to the next succeeding Business Day, and interest (at the interest rate
applicable to such payment as of its originally scheduled due date) shall be
payable for any principal so extended for the period of such extension.

         (d) Borrower shall have no obligation to cause, or liability for the
failure of, Administrative Agent or any of the Lenders to perform their
respective obligations under this Agreement.

         4.02. PRO RATA TREATMENT. Except to the extent otherwise provided
herein, (a) the Loans shall be made by the Lenders pro rata according to the
amounts of their respective Commitments; (b) each payment or prepayment of
principal of the Loans shall be made for account of the Lenders pro rata in
accordance with the respective unpaid principal amounts of the Loans held by
them; and (c) each payment of interest on the Loans shall be made for account of
the Lenders pro rata in accordance with the respective amounts of interest on
such Loans then due and payable to them.

         4.03. INTENTIONALLY OMITTED.

         4.04. INTENTIONALLY OMITTED.

         4.05. INTENTIONALLY OMITTED.

         4.06. SET-OFF.

         (a) Borrower agrees that, in addition to (and without limitation of)
any right of set-off, banker's lien or counterclaim any Lender may otherwise
have, each Lender shall be entitled, at its option, to offset balances held by
it for account of Borrower at any of its offices, in Dollars or in any other
currency, against any principal of or interest on the Loan(s) or any other
amount payable to such Lender hereunder that is not paid when due (regardless of
whether such balances are then due to Borrower), in which case it shall promptly
notify Borrower and Administrative Agent thereof; provided, that such Lender's
failure to give such notice shall not affect the validity thereof.

         (b) If any Lender shall obtain from Borrower payment of any principal
of or interest on its Loan or payment of any other amount under this Agreement
through the exercise of any right of set-off, Banker's lien or counterclaim or
similar right or otherwise (other than from Administrative Agent as provided




                                      -14-
<PAGE>

herein), and, as a result of such payment, such Lender shall have received a
percentage of the principal of or interest on such Loan or such other amounts
then due hereunder by Borrower to such Lender in excess of its pro rata share
thereof, it shall promptly purchase from such other Lenders participations in
(or, if and to the extent specified by such Lender, direct interests in) the
Loans or such other amounts, respectively, owing to such other Lenders (or in
interest due thereon, as the case may be) in such amounts, and make such other
adjustments from time to time as shall be equitable, to the end that all the
Lenders shall share the benefit of such excess payment (net of any expenses that
may be incurred by such Lender in obtaining or preserving such excess payment)
pro rata in accordance with the unpaid principal of and/or interest on the Loans
or such other amount respectively, owing to each of the Lenders. To such end all
the Lenders shall make appropriate adjustments among themselves (by the resale
of participations sold or otherwise) if such payment is rescinded or must
otherwise be restored. Borrower shall have no liability or responsibility for
the performance by the respective Lenders of their obligations under this
Section 4.06(b).

         (c) Nothing contained herein shall require any Lender to exercise any
such right or shall affect the right of any Lender to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness or
obligation of Borrower.

         SECTION 5. INTENTIONALLY OMITTED.

         SECTION 6. CONDITIONS PRECEDENT.

                  6.01. CONDITIONS PRECEDENT TO INITIAL BORROWING.

                  (a) The obligation of the Lenders to make their respective
Loans on the occasion of the initial Borrowing is subject to the conditions
precedent that Administrative Agent shall have received the following documents,
each of which shall be satisfactory to Administrative Agent in form and
substance:

                  (i) ORGANIZATIONAL DOCUMENTS. Copies, certified by Borrower to
be complete and accurate, of the certificate of incorporation and by-laws, and
of such other documents as shall evidence the existence and good standing of
Borrower, and the due authorization of the making and performance by Borrower of
this Agreement and each other Basic Document to which it is a party.

                  (ii) LEGAL OPINION. An opinion of special counsel to Borrower
in form and substance satisfactory to the Administrative Agent. Borrower hereby
instructs such counsel to deliver such opinion to the Lenders and Administrative
Agent.

                  (iii) NOTES. The Notes, dated the date of the initial
Borrowing, duly completed and executed by Borrower.

                  (iv) MORTGAGE. The Mortgage, dated the date of the initial
Borrowing, duly completed and executed by Borrower in recordable form.




                                      -15-
<PAGE>

                  (v) TITLE POLICY. American Land Title Association, extended
coverage, loan policy of title insurance on Form 1970 (Rev. 10-17-84) in a form
satisfactory to Administrative Agent.

                  (vi) SURVEY. An updated land survey, prepared by a licensed
surveyor acceptable to Administrative Agent showing such matters as may be
required by Administrative Agent with respect to the Project, certified by the
surveyor and otherwise satisfactory to Administrative Agent and the Title
Company and adequate for the Title Company to remove the general survey
exception from the Title Policy.

                  (vii) FINANCING STATEMENTS. Appropriately completed Uniform
Commercial Code financing statements to perfect the security interests created
pursuant to the Mortgage as first priority security interests.

                  (viii) INSURANCE. Certificates of insurance evidencing the
existence of all insurance required to be maintained by Borrower pursuant to
Section 1.9 of the Mortgage.

                  (ix) ENVIRONMENTAL SURVEY. One or more Phase I environmental
survey and assessments with respect to the Project, in form and substance
satisfactory to Administrative Agent.

                  (x) PROPERTY CONDITION SURVEY. A property condition survey
with respect to the Project, satisfactory to Administrative Agent.

                  (xi) APPRAISAL. An appraisal with respect to the Project,
prepared by an Appraiser at Borrower's expense and satisfactory to
Administrative Agent, which appraisal demonstrates that the loan to value ratio
does not exceed 75%.

                  (xii) TAXES. Evidence that all property taxes with respect to
the Project which are due and payable have been paid.

                  (xiii) UCC, TAX AND JUDGMENT SEARCHES. Evidence that searches
of the public records disclose no conditional sales contracts, chattel
mortgages, leases of personality, financing statements, Liens, taxes (except for
taxes not yet due and payable) or judgments filed or recorded against Borrower
or the Project or in respect of any other property interests covered or to be
covered by the Lien of the Mortgage, other than those granted by Borrower to
Administrative Agent or contemplated by this Agreement.

         SECTION 7. REPRESENTATIONS AND WARRANTIES.

         Borrower represents and warrants to Administrative Agent and the
Lenders that, as of the date hereof:

                  7.01. EXISTENCE; BENEFICIAL OWNERSHIP. Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of Delaware; and Borrower has all requisite power, and has all material
governmental licenses, authorizations, consents and approvals, necessary to own
its assets and carry on its business substantially as now being or as proposed



                                      -16-
<PAGE>

to be conducted and is qualified to do business and is in good standing in each
location where such qualification is necessary to carry on its business.

                  7.02. FINANCIAL CONDITION. The financial statements heretofore
furnished to Administrative Agent are, as of the dates specified therein,
complete and correct in all material respects and fairly present the financial
condition of Borrower, and are prepared in accordance with generally accepted
accounting principles applied on a consistent basis. Borrower does not have on
the date hereof any contingent liabilities, liabilities for taxes, unusual
forward or long-term commitments or unrealized or anticipated losses from any
unfavorable commitments that in each case are known to Borrower, and which, in
the opinion of Borrower, are reasonably likely to result in a Material Adverse
Effect, except as referred to or reflected or provided for in said balance
sheets or financial statements as at said dates and except for the purchase and
financing of the Project. There has been no material adverse change in the
financia1 condition of Borrower from that reflected on the financial statements
of Borrower previously delivered to Administrative Agent.

                  7.03. LITIGATION. There are no legal or arbitral proceedings,
or any proceedings by or before any Governmental Authority, now pending or (to
the best of the knowledge of Borrower) threatened against the Project or
Borrower that are reasonably likely to have a Material Adverse Effect.

                  7.04. NO BREACH. The making and performance by Borrower of
this Agreement, the Notes and the other Basic Documents to which it is a party
do not and will not result in a breach of the certificate of incorporation or
by-laws of Borrower or any applicable law or regulation, or any order, writ,
injunction or decree of any Governmental Authority, or any agreement or
instrument to which Borrower is a party or by which it or any of its Property is
bound or to which it is subject, or constitute a default thereunder, or (except
for the Liens created pursuant to the Security Documents) result in the creation
or imposition of any Lien upon any Property of Borrower.

                  7.05. ACTION. Borrower has all necessary corporate power to
make and perform this Agreement, the Notes and each of the other Basic Documents
to which it is a party; the making and performance by Borrower of said documents
have been duly authorized by all necessary corporate action; and this Agreement
has been duly and validly executed and delivered by Borrower and constitutes,
and the Notes, and each of the other Basic Documents to which it is a party when
executed and delivered, will constitute, its legal, valid and binding
obligation, enforceable against Borrower in accordance with its terms, except as
such enforceability may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability affecting
the enforcement of creditors' rights, and (b) the application of general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

                  7.06. APPROVALS. No authorizations, approvals or consents of,
and no filings or registrations with, any Governmental Authority are necessary
for the making or performance by Borrower of this Agreement, the Notes or any of
the other Basic Documents.




                                      -17-
<PAGE>

                  7.07. USE OF CREDIT. Borrower is not engaged principally, or
as one of its important activities, in the business of extending credit for the
purpose, whether immediate, incidental or ultimate, of buying or carrying margin
stock within the meaning of Regulations U and X of the Board of Governors of the
Federal Reserve System, and no part of the proceeds of the Loans will be used by
Borrower to buy or carry any such margin stock.

                  7.08. ERISA. Each Plan is in compliance in all material
respects with the currently applicable provisions of ERISA and the Code.

                  7.09. TAXES. All federal, state and local tax returns required
to be filed by Borrower have been filed, and all federal, state income or other
taxes, assessments or fees imposed upon Borrower and/or any of the Mortgaged
Property, which are due and payable, have been paid.

                  7.10. INVESTMENT COMPANY ACT. Borrower is not an "investment
company", or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.

                  7.11. PUBLIC UTILITY HOLDING COMPANY ACT. Borrower is not 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.

                  7.12. MATERIAL AGREEMENTS. Borrower has provided copies of all
material contracts relating to ownership, operation and maintenance of the
Project to Administrative Agent, it being understood that, for the purposes of
this Section 7.12, "material contracts" shall not in any event include (i) any
agreement for the purchase or leasing of services, supplies, furniture,
fixtures, equipment or similar items in the ordinary course of business, (ii)
any agreement with respect to the advertising or marketing of the Project, (iii)
any other agreement entered into in the ordinary course of business which (a) is
either terminable by Borrower on not more than thirty (30) days' notice or is to
be fully performed by the parties thereto within one year and (b) requires
aggregate payments by Borrower not in excess of $500,000, and (iv) any other
agreement entered into in the ordinary course of business which requires
aggregate annual payments not in excess of $500,000.

                  7.13. CONDEMNATION. No condemnation or eminent domain
proceeding has been commenced or, to the best knowledge of Borrower, is
threatened against the Mortgaged Property or any portion thereof.

                  7.14. PERMITS. Except as previously disclosed to
Administrative Agent in writing, Borrower has all material Permits required to
be obtained as of the date of this Agreement with respect to use, occupancy and
operation of the Project; all of the foregoing are in full force and effect and
not subject to any pending actions or proceedings for revocation, amendment,
release, suspension, forfeiture or the like; no appeals with respect to same are
pending from any order, decision or determination; and the present and/or
contemplated use, occupancy and operation of the Project does not conflict with
or violate any such Permit.

                  7.15. INSURANCE. The insurance policies required by Section
1.9 of the Mortgage are in full force and effect and all premiums payable in
respect thereof have been paid to date.




                                      -18-
<PAGE>

                  7.16. OWNERSHIP. Borrower is lawfully seized and possessed of
a good and marketable fee simple title in and to the Project free and clear of
all Liens except for Permitted Exceptions.

                  7.17. INTENTIONALLY OMITTED.

                  7.18. MATERIAL ADVERSE EFFECT. No event or circumstance has
occurred that could or might have a Material Adverse Effect.

                  7.19. NO PRIOR LIENS. Borrower has entered into no contract or
arrangement of any kind the performance of which by the other party thereto
would give rise to a lien on the Mortgaged Property prior to the Mortgage.

                  7.20. FLOOD ZONE. No part of the Mortgaged Property is located
in an area designated by the Federal Emergency Management Agency as having
special flood hazards.

         SECTION 8. COVENANTS OF BORROWER.

                  Borrower covenants and agrees with the Lenders and
Administrative Agent that, so long as any principal of or interest on the Loans
is outstanding and until payment in full of all amounts payable by Borrower
under this Agreement and the other Basic Documents:

                  8.01. FINANCIAL STATEMENTS, ETC. Borrower shall deliver or
cause to be delivered to Administrative Agent the financial statements and
operating reports in accordance with Section 1.11 of the Mortgage.

                  8.02. LITIGATION. Borrower shall promptly give to
Administrative Agent notice of all legal or arbitral proceedings, and of all
proceedings by or before any Governmental Authority, and any material
development in respect of such legal or other proceedings, affecting Borrower or
the Project, except proceedings which, if adversely determined, would not have a
Material Adverse Effect. Without limiting the generality of the foregoing,
Borrower shall give to Administrative Agent prompt notice of the assertion of
any claim or notice by any Governmental Authority or the commencement or written
threat of commencement of any action or proceeding by any Person with respect to
any alleged violation of or non-compliance by Borrower or the Project with any
Environmental Laws or any material Permits pertaining to the Project.

                  8.03. MORTGAGE COVENANTS. Borrower shall, for the benefit of
the Administrative Agent and the Lenders, comply with all covenants contained in
the Mortgage.

         SECTION 9. EVENTS OF DEFAULT.

                  If one or more of the following events (each being herein
called an "Event of Default") shall happen, that is to say:

                  (a) Borrower shall default in the payment when due of any
principal of, or interest on, the Loans or in the payment when due of any fee or
any other amount payable hereunder or under any other Basic Document and such
default shall continue past any notice and/or grace period provided in Section
2.01(a) of the Mortgage; or


                                      -19-
<PAGE>

                  (b) an "Event of Default" shall have occurred under the
Mortgage, including without limitation, the "Events of Default" listed in
Section 2.l(a)-(q) of the Mortgage.

THEREUPON: (1) in the case of an Event of Default other than one referred to in
clause (c) or (d) and (f) of the Mortgage, Administrative Agent may and shall,
upon request of the Required Lenders, by notice to Borrower, declare the
Commitments to be terminated forthwith, whereupon the Commitments shall be
terminated, and/or Administrative Agent may and shall, upon request of the
Required Lenders, declare the principal amount then outstanding of, and the
accrued interest on, the Notes and all other amounts payable by Borrower
hereunder and under the Notes (including, without limitation, the applicable
Funding Costs) to be forthwith due and payable, whereupon such amounts shall be
immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by Borrower;
(2) in the case of the occurrence of an Event of Default referred to in clause
(c), (d) and (f) of the Mortgage, the Commitments shall automatically be
terminated and the principal amount then outstanding of, and the accrued
interest on, the Notes and all other amounts payable by Borrower hereunder and
under the Notes (including, without limitation, the applicable Funding Costs)
shall automatically become immediately due and payable without presentment,
demand, protest or other formalities of any kind, all of which are hereby
expressly waived by Borrower; and (3) Administrative Agent may and shall, upon
the request of the Required Lenders, exercise such rights and remedies available
under this Agreement, the Notes, and the Security Documents or under applicable
law, for the pro rata benefit of the Lenders, which Administrative Agent deems
appropriate under the circumstances in order to enforce such documents.

         SECTION 10. INTENTIONALLY OMITTED.

         SECTION 11. ADMINISTRATIVE AGENT.

                  11.01. APPOINTMENT, POWERS AND IMMUNITIES. Each Lender hereby
appoints and authorizes Administrative Agent to act as its agent hereunder and
under the Security Documents with such powers as are specifically delegated to
Administrative Agent by the terms of this Agreement and the Security Documents,
together with such other powers as are reasonably incidental thereto, including,
without limitation, the power to execute all documents, filings and notices
relating to the transactions contemplated by the Security Documents.
Administrative Agent (which term as used in this sentence and in Section 11.06
and the first sentence of Section 11.07 hereof shall include reference to its
affiliates and its own and its affiliates' respective officers, directors,
employees and agents):

                  (a) shall have no duties or responsibilities except those
expressly set forth in this Agreement, and shall not by reason of this Agreement
be a trustee for or partner of any Lender or to have assumed any relationship of
agency, trust or partnership with Borrower;

                  (b) shall not be responsible to the Lenders for any recitals,
statements, representations or warranties contained in this Agreement, or in any
certificate or other document referred to or provided for in, or received by any
of them under, this Agreement, or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement, the Security
Documents or the Notes or any other document referred to or provided for herein



                                      -20-
<PAGE>

or for any failure by Borrower or any other Person to perform any of its
obligations hereunder or thereunder;

                  (c) shall not be required to initiate or conduct any
litigation or collection proceedings hereunder; and

                  (d) shall not be responsible for any action taken or omitted
to be taken by it hereunder or under any other document or instrument referred
to or provided for herein or in connection herewith, except for its failure to
exercise the same diligence and standard of care that is customarily used by
Administrative Agent with respect to similar loans held by Administrative Agent
solely for its own account (the "Standard of Care").

Administrative Agent may employ agents and attorneys-in-fact and shall not be
responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith, subject to the Standard of Care.
Administrative Agent shall take, or refrain from taking, such actions as may be
directed in writing by the Required Lenders provided that (i) such actions are
not contrary to the provisions of this Agreement or contrary to applicable law,
rule or regulation, and (ii) it shall receive further assurances to its
satisfaction from the Lenders of their indemnification obligations under Section
11.06 hereof against any and all liability and expense that may be incurred by
it by reason of taking or refraining to take any such action.

                  11.02. RELIANCE BY AGENT. Administrative Agent shall be
entitled to rely upon any certification, notice or other communication
(including, without limitation, any thereof by telephone, telecopy, telex,
telegram or cable) reasonably believed by it to be genuine and correct and to
have been signed or sent by or on behalf of the proper Person or Persons, and
upon advice and statements of legal counsel and other experts selected by
Administrative Agent. As to any matters not expressly provided for by this
Agreement, Administrative Agent shall in all cases be fully protected in acting,
or in refraining from acting, hereunder in accordance with instructions given by
the Required Lenders, and such instructions of the Required Lenders and any
action taken or failure to act pursuant thereto shall be binding on all of the
Lenders. If Administrative Agent shall request instruction from the Lenders with
respect to any act or action (including failure to act) in connection with this
Agreement, the Notes, the Security Documents or any other document related
thereto, Administrative Agent shall be entitled to refrain from such act or
taking such action unless and until Administrative Agent shall have received
instructions from all of the Lenders, or all of the Required Lenders (as
applicable), and Administrative Agent shall not incur liability to any Person by
so refraining.

                  11.03. RELIANCE BY BORROWER. Unless an Event of Default shall
have occurred and remains uncured, Borrower shall have no obligation to give
notices to, furnish financial or other information to, or otherwise deal
directly with, any Lender, but may deal solely with Administrative Agent and no
Lender shall have any right to deal directly with Borrower under this Agreement
or any of the other Basic Documents. The Administrative Agent shall not have any
liability or, as the case may be, any duty or obligation, to Borrower on account
of any failure of any Lender to perform, or the delay of any Lender in the
performance of, any of its respective obligations under this Agreement, the
Security Documents or any of the other documents in connection herewith.




                                      -21-
<PAGE>

                  11.04. DEFAULTS. Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of a Default (other than a failure to
make a payment of principal of or interest on the Loans) unless Administrative
Agent has actual knowledge thereof or has received notice from a Lender or
Borrower specifying such Default and stating that such notice is a "Notice of
Default". In the event that Administrative Agent has actual notice of a Default
or receives such a notice of the occurrence of a Default, Administrative Agent
shall give prompt notice thereof to the Lenders. Administrative Agent shall
(subject to Section 11.08 hereof) take such action with respect to such Default
as shall be directed by the Required Lenders; provided, that unless and until
Administrative Agent shall have received such directions, Administrative Agent
may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default as it shall deem advisable in the best
interest of the Lenders except to the extent that this Agreement expressly
requires that such action be taken, or not be taken, only with the consent or
upon the authorization of the Required Lenders or all of the Lenders. No Lender
shall, individually, commence or maintain an action against Borrower with
respect to the Loan or this Agreement, it being understood that any such action
shall be taken only by Administrative Agent on behalf of all Lenders as
Administrative Agent may be directed hereunder.

                  11.05. RIGHTS AS A LENDER. With respect to its Commitment and
the Loans made by it, HSBC Realty Credit Corporation (USA) (and any successor
acting as Administrative Agent) in its capacity as a Lender hereunder shall have
the same rights and powers hereunder as any other Lender and may exercise the
same as though it were not acting as Administrative Agent, and the term "Lender"
or "Lenders" shall, unless the context otherwise indicates, include
Administrative Agent in its individual capacity. HSBC Realty Credit Corporation
(USA) (and any successor acting as Administrative Agent), HSBC Bank USA, and its
affiliates may (without having to account therefor to any Lender) accept
deposits from, lend money to, make investments in and generally engage in any
kind of banking, trust or other business with Borrower and its Affiliates and
subsidiaries as if it were not acting as Administrative Agent, and HSBC Realty
Credit Corporation (USA) (and any such successor), HSBC Bank USA and its
affiliates may accept fees and other consideration from Borrower for services in
connection with this Agreement or otherwise without having to account for the
same to the Lenders.

                  11.06. INDEMNIFICATION. The Lenders agree to indemnify
Administrative Agent (to the extent not reimbursed under Section 12.03 hereof,
but without limiting the obligations of Borrower under said Section 12.03)
ratably in accordance with the aggregate principal amount of the Loans held by
the Lenders (or, if no Loans are at the time outstanding, ratably in accordance
with their respective Commitments), for any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever that may be imposed on, incurred
by or asserted against Administrative Agent (including by any Lender) arising
out of or by reason of any investigation in or in any way relating to or arising
out of this Agreement or any other documents contemplated by or referred to
herein or the transactions contemplated hereby (including, without limitation,
the costs and expenses that Borrower is obligated to pay under Section 12.03
hereof, but excluding, unless an Event of Default has occurred and is
continuing, normal administrative costs and expenses incident to the performance



                                      -22-
<PAGE>

of its agency duties hereunder) or the enforcement of any of the terms hereof or
of any such other documents, or the acquisition or disposition of any part of
the Mortgaged Property or any other collateral for Borrower's obligations to the
Lenders or the making of advances pursuant to Section 1.10 of the Mortgage;
provided, that no Lender shall be liable for any of the foregoing to the extent
they arise from the gross negligence or willful misconduct of the party to be
indemnified.

                  11.07. NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender
agrees that it has, independently and without reliance on Administrative Agent
or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own credit analysis of Borrower, its own analysis
of the Project, and its own decision to enter into this Agreement and that it
will, independently and without reliance upon 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 analysis and decisions in taking or not
taking action under this Agreement, the Notes and the other Basic Documents.
Administrative Agent shall not be required to keep itself informed as to the
performance or observance by Borrower of this Agreement or the Notes or any
other document referred to or provided for herein or to inspect the properties
or books of Borrower. Copies of all reports and other documents expressly
required to be furnished to Administrative Agent hereunder shall be forwarded by
Administrative Agent to each of the Lenders, provided, however, that except for
such reports and other documents, Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition or business of Borrower that may
come into the possession of Administrative Agent or any of its affiliates.

                  11.08. FAILURE TO ACT. Except for action expressly required of
Administrative Agent hereunder, Administrative Agent shall in all cases be fully
justified in failing or refusing to act hereunder unless it shall receive
further assurances to its satisfaction from the Lenders of their indemnification
obligations under Section 11.06 hereof against any and all liability and expense
that may be incurred by it by reason of taking or continuing to take any such
action.

                  11.09. RESIGNATION OR REMOVAL OF AGENT. Subject to the
appointment and acceptance of a successor Administrative Agent as provided
below, (i) Administrative Agent may resign at any time by giving notice thereof
to the Lenders and Borrower, (ii) Administrative Agent may be removed at any
time with or without cause by the Required Lenders and (iii) Administrative
Agent may be removed by Lenders holding at least 50% of the aggregate unpaid
principal amount of the Loans (the "Majority Lenders") in the event of
Administrative Agent's gross negligence or willful misconduct or a material
breach by Administrative Agent in the performance of its obligations under the
terms of this Agreement, which gross negligence, willful misconduct or material
breach is not cured or discontinued by Administrative Agent with reasonable
promptness following its receipt of written notice of such breach from one of
the Lenders. Upon any such resignation or removal, the Required Lenders (or, in
the case of a removal under clause (iii) of this Section 11.09, the Majority
Lenders) shall have the right to appoint a successor Administrative Agent, which
successor Administrative Agent shall be approved by Borrower (such approval not
to be unreasonably withheld or delayed and provided, however, that if an Event
of Default shall exist, no such consent of Borrower shall be required). If no
successor Administrative Agent shall have been so appointed by the Required
Lenders (or, in the case of a removal under clause (iii) of this Section 11.09,
the Majority Lenders) or shall have accepted such appointment within thirty (30)
days after the retiring Administrative Agent's giving of notice of resignation
or the Required Lenders' or the Majority Lenders', as the case may be, removal
of the retiring Administrative Agent, then the retiring Administrative Agent



                                      -23-
<PAGE>

may, on behalf of the Lenders, appoint a successor Administrative Agent, which
shall be a bank or other financial institution that has an office in New York,
New York and that has a combined capital and surplus of at least $50,000,000 and
that shall be approved by Borrower (such approval not to be unreasonably
withheld or delayed and provided, however, that if an Event of Default shall
exist, no such consent of Borrower shall be required). Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder. After any retiring Administrative
Agent's resignation or removal hereunder as Administrative Agent, the provisions
of this Section 11 shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as Administrative
Agent.

                  11.10. BORROWER NOT LIABLE FOR INTERCREDITOR MATTERS. Borrower
shall not be liable for nor shall its rights be impaired or its obligations
increased by reason of any failure by Administrative Agent to perform any of its
obligations to the Lenders or any failure by any Lender to perform its
obligations to Administrative Agent or any other Lender. Borrower shall have no
duty to inquire as to the performance by or satisfaction of any obligation of
Administrative Agent to the Lenders or any obligation of any Lender to
Administrative Agent or any other Lender. Without limiting the foregoing,
Borrower shall have no obligation to see to the proper application of any
payment made by Borrower to Administrative Agent.

                  11.11. SECURITY DOCUMENTS. Each Lender and Borrower agrees
that the Liens granted to the Administrative Agent pursuant to the Security
Documents shall be granted to Administrative Agent for the pro rata benefit of
the Lenders, and each Lender shall have an undivided interest therein equal to
its pro rata amount of the Loans.

                  11.12. APPLICATION OF MONEY. All moneys realized by the
Administrative Agent from any payment or other recovery from Borrower, under the
Security Documents, or otherwise in connection with the Loans, shall be
distributed and applied by the Administrative Agent and the Lenders against the
following in the following priority: first, to costs and expenses of the
Administrative Agent or any Lender which are reimbursable by Borrower pursuant
to this Agreement, the Notes and any Security Document; second, to interest on
the Notes and fees payable to the Lenders and the Administrative Agent pursuant
to this Agreement; third, to the unpaid principal balances of the Notes; and
fourth, any remaining moneys shall be paid over to such other Person as is
entitled thereto. If any payments and/or recoveries applied from time to time
are not sufficient to pay in full all items described in one of the above levels
of priority, such payments and/or recoveries will be distributed and shared
ratably by the Lenders and the Administrative Agent based on the aggregate of
such items in such level of priority owed to the Lenders and the Administrative
Agent. The Administrative Agent is authorized to deduct from the portion of any
such payments or recoveries to be distributed to a Lender the amount of any
payment due from such Lender to the Administrative Agent and to retain for
itself the amount so deducted.

         SECTION 12. MISCELLANEOUS.



                                      -24-
<PAGE>

                  12.01. WAIVER. No failure on the part of Administrative Agent
or any Lender or Borrower to exercise and no delay in exercising, and no course
of dealing with respect to, any right, power or privilege under this Agreement
or the Notes or any of the other Basic Documents shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement or the Notes or any of the other Basic Documents
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

                  12.02. NOTICES. All notices, requests and other communications
provided for herein and under the Security Documents (including, without
limitation, any modifications of, or waivers or consents under, this Agreement)
shall be given or made in writing (including, without limitation, by telex or
telecopy) delivered to the intended recipient at the "Address for Notices"
specified below its name on the signature pages hereof; or, as to any party, at
such other address as shall be designated by such party in a notice to each
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by telex
or telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid, provided, however, that
any notice that is a notice of Default or Event of Default shall be given by
certified or registered mail, return receipt requested, addressed as aforesaid,
and shall be deemed to have been duly given when received or when receipt or
delivery is refused.

                  12.03. EXPENSES, ETC.

                  (a) Borrower agrees to pay or reimburse Administrative Agent
and the Lenders on demand for paying (i) all reasonable out-of-pocket costs and
expenses of Administrative Agent (including, without limitation, the reasonable
fees and actual expenses of its attorneys) in connection with (x) the
negotiation, preparation, execution and delivery of this Agreement and the other
Basic Documents and the making of the Loans hereunder and (y) the negotiation
and preparation of any modification, supplement or waiver of any of the terms of
this Agreement or any of the other Basic Documents (whether or not consummated);
(ii) all reasonable out-of-pocket costs and expenses of Administrative Agent
(including, without limitation, reasonable counsels' fees and expenses) in
connection with (x) any Default and any enforcement or collection proceedings
resulting therefrom or in connection with the negotiation of any restructuring
or "work-out" (whether or not consummated) of the obligations of Borrower
hereunder and (y) the enforcement of this Section 12.03; (iii) all transfer,
stamp, documentary or other similar taxes, assessments or charges levied by any
Federal, New York State or local governmental or revenue authority in respect of
this Agreement or any of the other Basic Documents or any other document
referred to herein or therein (but not including any income or franchise tax)
and all costs, expenses, taxes, assessments and other charges heretofore or at
any time hereafter properly incurred with respect to any filing, registration,
recording or perfection of any security interest contemplated by any Basic
Document or any other document referred to therein; (iv) all costs, expenses and
other charges in respect of title insurance procured with respect to the Liens
created pursuant to the Mortgage; and (v) all fees and disbursements of each
title company, engineer, surveyor and environmental engineering concern referred
to in this Agreement. Additionally, Borrower agrees that upon me request of



                                      -25-
<PAGE>

Administrative Agent, at the direction of the Required Lenders, the Borrower
shall consent to any reasonable amendments or modifications to this Agreement
and the Basic Documents that are merely required to facilitate the sale by a
Lender that is a party to this Agreement on the date hereof (hereinafter
"Original Lender") to an Eligible Assignee pursuant to 12.06 of this Agreement.
Borrower further covenants and agrees to pay all of Original Lender's actual
out-of-pocket costs and expenses of any such sales (including Original Lender's
reasonable legal fees and disbursements); provided however, that such
out-of-pocket costs and expenses (including Original Lender's reasonable legal
fees and disbursements) shall not exceed $15,000.00 ("Syndication Expense Cap")
in the aggregate with respect to any one or more sales.

                  (b) Borrower hereby agrees to indemnify Administrative Agent
and each Lender and their respective affiliates and directors, officers,
employees, attorneys and agents from, and hold each of them harmless against,
any and all losses, liabilities, claims, damages or reasonable and documented
expenses incurred by any of them (excluding consequential damages) arising out
of or by reason of any investigation, litigation or other proceedings relating
to the Loans or the Project or the use by Borrower of the proceeds of any of the
Loans, including, without limitation, the fees and disbursements of counsel
incurred in connection with any such litigation or other proceedings (but
excluding any such losses, liabilities, claims, damages or expenses incurred by
reason of the gross negligence, bad faith or willful misconduct of the Person to
be indemnified).

                  12.04. AMENDMENTS, ETC. Except as otherwise expressly provided
in this Agreement, any provision of this Agreement may be modified or
supplemented only by an instrument in writing signed by Borrower and
Administrative Agent and any provision of this Agreement may be waived by
Administrative Agent; provided, that (a) no modification, supplement or waiver
shall, unless by an instrument signed by all of Lenders or by Administrative
Agent acting with the consent of all of the Lenders: (i) increase, or extend the
term of the Commitments, (ii) extend the date fixed for the payment of principal
of or interest on any Loan or any fee hereunder, (iii) reduce the amount of any
such payment of principal, (iv) reduce the rate at which interest is payable
thereon or any fee is payable hereunder, (v) alter the terms of this Section
12.04, (vi) release the collateral provided for in the Mortgage, or (vii) modify
the definition of the term "Required Lenders" or modify in any other manner the
number or percentage of the Lenders required to make any determinations or
receive any rights hereunder or to modify any provision hereof, (b) any
modification or supplement of Section 12 hereof, or of any of the rights or
duties of Administrative Agent hereunder, shall require the consent of
Administrative Agent, and (c) Administrative Agent will not execute or consent
to any modification, supplement or waiver that affects the rights or obligations
of the Lenders in any material, adverse respect without the consent of the
Required Lenders.

                  12.05. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

                  12.06. ASSIGNMENTS AND PARTICIPATIONS.

                  (a) Borrower may not assign any of its rights or obligations
hereunder without the prior written consent of all of the Lenders and
Administrative Agent.



                                      -26-
<PAGE>

                  (b) Each Lender may, in accordance with applicable law and
without the prior written consent of Borrower but with the prior written consent
of Administrative Agent, assign its Loans and its Commitment or any portion
thereof to an Eligible Assignee; PROVIDED, that

                  (i) except in the case of an assignment to one of the other
Lenders and except to the extent Administrative Agent shall otherwise consent,
any such partial assignment shall be in an amount at least equal to
$5,000,000.00; and

                  (ii) upon each such assignment, the assignor and assignee
shall each execute, acknowledge and deliver to Borrower and Administrative Agent
an Assignment and Assumption, in the form of Exhibit A hereto, which shall
provide for the assignment by the assignor to the assignee, in accordance with
this Agreement, of the assignor's rights and under this Agreement and the
assumption by the assignee of all of the assignor's obligations under this
Agreement.

Upon execution and delivery by the assignor and the assignee to Borrower and
Administrative Agent of such Assignment and Assumption, and upon consent thereto
by Administrative Agent, the assignee shall have, to the extent of such
assignment (unless otherwise consented to by Administrative Agent), the
obligations, rights and benefits of a Lender hereunder holding the Commitment
and Loans (or portion thereof) assigned to it and specified in such Assignment
and Assumption (in addition to the Commitment and Loans, if any, theretofore
held by such assignee) and the assigning Lender shall, to the extent of such
assignment, be released from the Commitment (or portion thereof) so assigned.
Upon its receipt of an Assignment and Assumption complying with the foregoing
and executed by an assigning Lender and an Eligible Assignee together with
payment by the assigning Lender of an assignment fee of $5,000.00,
Administrative Agent shall (i) promptly accept such Assignment and Assumption;
and (ii) on the effective date determined pursuant thereto record the
information contained therein in the Register (as hereinafter defined) and give
notice of such acceptance and recordation to the Lenders and Borrower.
Notwithstanding anything to the contrary contained herein, Borrower shall not be
obligated to pay to any Lender (or any assignee of any Lender) any Funding Costs
greater than the amount Borrower would have been obligated to pay such Lender if
such Lender had not made any assignment of its rights under this Agreement,
unless such assignment is made at a time when the circumstances giving rise to
such greater payments did not exist. Upon the consummation of any assignment
pursuant to this paragraph, substitute notes, in substantially the form of
Schedule II, shall be issued to the assigning Lender (in the case of a partial
assignment) and such assignee by Borrower, in exchange for the return of the
assigning Lender's original Note. All such substitute notes shall constitute
"Notes" and the obligations evidenced by such substitute notes shall constitute
obligations secured by the Mortgage. In connection with Borrower's execution of
substitute notes as aforesaid, Borrower shall deliver to Administrative Agent
such evidence of the due authorization, execution and delivery of the substitute
notes and any related documents as Administrative Agent may reasonably request.

                  (c) Administrative Agent shall maintain at the address of
Administrative Agent referred to in Section 12.02 hereof a copy of each
Assignment and Assumption 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 amounts of the Loans owing to, each Lender from time to time.
Borrower, Administrative Agent and the Lenders shall treat each Person whose
name is recorded in the Register as the owner of a Loan or other obligations
hereunder as the owner thereof for all purposes of this Agreement,



                                      -27-
<PAGE>


notwithstanding any notice to the contrary. Any assignment of any Loan or other
obligation hereunder shall be effective only upon appropriate entries with
respect thereto being made in the Register. The Register shall be available for
inspection by Borrower, Administrative Agent or any Lender at any reasonable
time and from time to time upon reasonable prior notice.

                  (d) A Lender may, in accordance with applicable law, sell or
agree to sell to one or more other financial institutions (each a "Participant")
a participation in all or any part of any Loans held by it, or in its
Commitment; provided, that such Participant shall not have any rights or
obligations under this Agreement (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). All amounts payable by Borrower to
any Lender for Funding Costs in respect of Loans held by it, and its Commitment,
shall be determined as if such Lender had not sold or agreed to sell any
participations in such Loan and Commitment, and as if such Lender were funding
each of such Loan and Commitment in the same way that it is funding the portion
of such Loan and Commitment in which no participations have been sold. In no
event shall a Lender that sells a participation agree with the Participant to
take or refrain from taking any action hereunder except that such Lender may
agree with the Participant that it will not, without the consent of the
Participant, agree to (i) increase or extend the term of such Lender's
Commitment, (ii) extend the date fixed for the payment of principal of or
interest on the related Loans or any portion of any fee hereunder payable to the
Participant, (iii) reduce the amount of any such payment of principal, (iv)
release any collateral provided for in the Mortgage, or (v) reduce the rate at
which interest is payable thereon to a level below the rate at which the
Participant is entitled to receive such interest.

                  (e) In addition to the assignments and participations
permitted under the foregoing provisions of this Section 12.06, any Lender may
(without notice to, or consent of, Borrower, Administrative Agent or any other
Lender and without payment of any fee) assign and pledge all or any portion of
its Loans or Note to any Federal Reserve Bank as collateral security pursuant to
Regulation A of the Board of Governors of the Federal Reserve System and any
Operating Circular issued by such Federal Reserve Bank.

                  (f) A Lender may furnish any information concerning the
Project or Borrower obtained by such Lender hereunder from time to time to
assignees and participants (including prospective assignees and participants).

                  (g) In addition to the assignments and participations
permitted under the foregoing provisions of this Section 12.06, any Lender may
(without notice or consent of Borrower, Administrative Agent or any other Lender
and without payment of any fee) change the booking office of its Loans or Notes.

                  12.07. SURVIVAL. The obligations of Borrower (i) to pay
Funding Costs, and (ii) under 12.03 hereof, shall survive the repayment of the
Loans and termination of the Commitments.




                                      -28-
<PAGE>

                  12.08. CAPTIONS. The table of contents and captions and
section headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.

                  12.09. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.

                  12.10. GOVERNING LAW; SUBMISSION TO JURISDICTION;
SEVERABILITY. This Agreement and the Note shall be governed by, and construed in
accordance with, the law of the State of New York. Each of Borrower,
Administrative Agent and the Lenders hereby submits to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York state court sitting in New York City for the
purposes of all legal proceedings arising out of or relating to this Agreement
or the transactions contemplated hereby. Each of Borrower, Administrative Agent
and the Lenders further agrees that service of process may be made by certified
mail, return receipt requested, to its address for notices on the signature page
hereof or in any other manner permitted by law. Each of Borrower, Administrative
Agent and the Lenders hereby waives any objection to such service. Each of
Borrower, Administrative Agent and the Lenders irrevocably waives, to the
fullest extent permitted by applicable law, any objection which it may now or
hereafter have to the laying of the venue of any such proceeding brought in such
a court and any claim that any such proceeding brought in such a court has been
brought in an inconvenient forum. Any provision of this Agreement or any of the
other Basic Documents which is prohibited or unenforceable in any jurisdiction
shall be ineffective in such jurisdiction, but only to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof or thereof. This Agreement and the other Basic Documents constitute the
entire agreement with respect to the subject matter hereof.

                  12.11. WAIVER OF JURY TRIAL. BORROWER, ADMINISTRATIVE AGENT
AND THE LENDERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER BASIC DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  12.12. AGREEMENT TO CONTROL. In the event of any conflicts or
inconsistencies between this Agreement and one or more of the other Basic
Documents, the provisions of this Agreement shall control, and such other Basic
Document or Basic Documents shall, to the extent of any such conflicts or
inconsistencies, be deemed to be modified to comport with the provisions of this
Agreement.

                  12.13. NON-RECOURSE. THE LIABILITY OF THE BORROWER UNDER THIS
LOAN AGREEMENT SHALL BE LIMITED AS PROVIDED IN SECTION 3.21 OF THE MORTGAGE.

                  12.14. VERIFICATION OF FACTS. Any condition of this Agreement
which requires the submission of evidence of the existence or non-existence of a
specified fact or facts implies as a condition the existence or non-existence,
as the case may be, of such fact or facts, and Administrative Agent shall, at
all times, be free independently to establish to its satisfaction and in its
absolute discretion such existence or non-existence.

                            [Signature Pages Follow]





                                      -29-
<PAGE>


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

                                   NEW VALLEY CORPORATION (doing business in New
                                   Jersey as New Valley Realty Company)


                                   By: /s/ BENNETT P. BORKO
                                      ------------------------------------------
                                        Bennett P. Borko
                                        Assistant Secretary


                                   Address for Notices:

                                   100 S.E. Second Street
                                   Miami, Florida 33131
                                   Attention: Richard J. Lampen, Executive Vice
                                              President and General Counsel
                                   Telephone: (305) 579-8000
                                   Facsimile: (305) 579-8009


                                   HSBC REALTY CREDIT CORPORATION (USA),
                                   as Administrative Agent


                                   By: /s/ CHRISTOPHER A. WHYTE
                                      ------------------------------------------
                                        Christopher A. Whyte
                                        Vice President


                                   ADDRESS FOR NOTICES:
                                   -------------------

                                   452 Fifth Avenue
                                   New York, New York 10018
                                   Attention: Mr. Christopher A. Whyte,
                                              Vice President
                                   Telecopier No.: (212) 525-8496
                                   Telephone No.:  (212) 525-1143



                                      -30-
<PAGE>


COMMITMENT                       "LENDERS"
----------

$40,500,000.00                   HSBC REALTY CREDIT CORPORATION (USA)




                                 By: /s/ CHRISTOPHER A. WHYTE
                                    -------------------------------------------
                                      Christopher A. Whyte
                                      Vice President


                                 LENDING OFFICE:
                                 --------------

                                 452 Fifth Avenue
                                 New York, New York 10018

                                 ADDRESS FOR NOTICES:
                                 -------------------

                                 452 Fifth Avenue
                                 New York, New York 10018
                                 Attention: Mr. Christopher A. Whyte, V.P.
                                 Telecopier No.: (212) 525-8496
                                 Telephone No.: (212) 525-1143



                                      -31-
<PAGE>


                                                                      SCHEDULE 1

                                 [FORM OF NOTE]

$[__________]                                                _________,2002
                                                             New York, New York

                  FOR VALUE RECEIVED, NEW VALLEY CORPORATION, a Delaware
corporation (doing business in New Jersey as New Valley Realty Company)
("Borrower"), hereby promises to pay to the order of
_______________________________________ (the "Lender"), the principal amount of
[___________ ] in lawful money of the United States of America and in
immediately available funds, on the dates and in the principal amounts provided
in the Loan Agreement, and to pay interest on the unpaid principal amount
hereof, in like money and funds, for the period commencing on the date hereof
until such principal amount shall be paid in full, at the rates per annum and on
the dates provided in the Loan Agreement. Any amount of principal hereof that is
not paid when due, whether at stated maturity, by acceleration or otherwise,
shall bear interest from the date when due until paid in full at the Default
Rate.

                  All sums payable hereunder are payable at the office of the
Administrative Agent, as agent and for the account of the Lender, located at 452
Fifth Avenue, New York, New York 10018, Attention: Christopher A. Whyte, or at
such other address as the Administrative Agent may direct in writing.

                  This Note is one of the Notes referred to in the Loan
Agreement dated as of December 13, 2002 (as amended from time to time, the "Loan
Agreement") by and between Borrower, each of the lenders party thereto and HSBC
Realty Credit Corporation (USA), as Administrative Agent, and evidences a Loan
made by the Lender thereunder. Terms used but not defined in this Note have the
respective meanings assigned to them in the Loan Agreement.

                  The date, amount, interest rate and duration of any LIBOR
interest Period (if applicable) of the principal amount evidenced hereby, and
each payment made on account thereof, shall be recorded by the Lender on its
books and, prior to any transfer of this Note, endorsed by the Lender on the
schedule attached hereto or any continuation thereof PROVIDED, that the failure
of the Lender to make any such recordation or endorsement shall not affect the
obligations of Borrower to make a payment when due of any amount owing under the
Loan Agreement or hereunder in respect of the principal amount evidenced hereby.

                  This Note evidences borrowing under the Loan Agreement, to
which reference is made with respect to rights of acceleration of the maturity
of this Note upon the occurrence of certain events, prepayment of the Loan upon
the terms and conditions specified therein and certain other rights. This Note
is secured by the Mortgage and the Assignment of Leases and Rents and the
liability of the Borrower under this Note shall be limited as provided in
Section 3.21 of the Mortgage.

                  Borrower waives diligence, presentment, protest and demand,
and also notice of protest, demand, dishonor and nonpayment of this Note. No
failure by the holder hereof to exercise, and no delay in exercising, any right
or power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise by the holder of any right or power hereunder preclude any





                                      -32-
<PAGE>

other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the holder as herein specified are cumulative and not
exclusive of any other rights or remedies which the holder may otherwise have.

                  This Promissory Note shall be governed by and construed in
accordance with the law of the State of New York.

                           NEW VALLEY CORPORATION (doing
                           business in New Jersey as New Valley Realty Company)

                           By:
                              --------------------------------------------------
                                Bennett P. Borko
                                Assistant Secretary





                                      -33-
<PAGE>


                                SCHEDULE OF LOAN

                  This Note evidences Loans made under the within described Loan
Agreement to Borrower, on the date, in the principal amount, bearing interest at
the rates and having LIBOR Interest Periods of the duration's set forth below,
subject to the payments, conversion and prepayments of principal set forth
below:

<TABLE>
<CAPTION>

                                                      DURATION OF     AMOUNT PAID,
                                                         LIBOR          PREPAID,          UNPAID
                      PRINCIPAL                         INTEREST      CONTINUED OR       PRINCIPAL      NOTATION
    DATE MADE      AMOUNT OF LOAN    INTEREST RATE       PERIOD         CONVERTED         AMOUNT        MADE BY
    ---------      --------------    -------------   -------------   -------------      ----------      -------
<S>                <C>                <C>             <C>             <C>                <C>             <C>


</TABLE>



                                      -34-
<PAGE>


                                                                     SCHEDULE II


                       ASSIGNMENT AND ASSUMPTION AGREEMENT


                           DATE: __________ __, 200__

                  This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is
dated as of this ______ day of ___________, ________, and is made by and between
("Assignor") and ("Assignee").


                              PRELIMINARY STATEMENT

                  Assignor is a party to that certain Loan Agreement dated
December 13, 2002 (the Loan Agreement, as the same may be amended, supplemented,
restated or otherwise modified from time to time shall be referred to herein as
the "Loan Agreement") by and among New Valley Corporation (doing business in New
Jersey as New Valley Realty Company), a Delaware corporation ("Borrower"), HSBC
Realty Credit Corporation (USA), a Delaware corporation, as Administrative Agent
("Administrative Agent"), and the lenders named therein (collectively,
"Lenders"). Pursuant to the Loan Agreement, Lender agreed to make a loan of
______ Dollars ($_____. 00) ("Loan") to Borrower. Assignee desires to purchase
from Assignor an undivided interest in the Loan under the terms and conditions
set forth herein. Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the Loan Agreement.


                                    AGREEMENT

                  Assignor and Assignee, in consideration of the matters
described in the foregoing Preliminary Statement, which are incorporated herein,
and in consideration of the mutual covenants and agreements and provisions
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, do hereby covenant and agree as
follows:

                  1. ASSIGNMENT AND ASSUMPTION. Assignor hereby sells and
assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, an
undivided interest in and to the Loan, the Loan Agreement, and the Basic
Documents (the Loan Agreement and the Basic Documents are collectively referred
to herein as the "Loan Documents") an undivided interest in and to Assignor's
rights and obligations thereunder, which interest shall equal a percentage of
____% of the Loan and a corresponding Commitment in the amount of $______, such
that after giving effect to this assignment (i) Assignee shall hold a ___% of
all Loans and a Commitment in the amount of $___________, together with the
outstanding rights and obligations under the Loan Documents in connection with
such Commitment, and (ii) Assignor shall hold a ____% of all Loans and a
Commitment in the amount of $_________________.

                  2. EFFECTIVE DATE. The effective date of this Agreement
("Effective Date") shall be _________,200__, which shall be no earlier than
three (3) Business Days prior to receipt by the Administrative Agent of a fully
executed copy of this Agreement. As of the Effective Date (i) Assignee shall
have the rights and obligations of a Lender under the Loan Documents with



                                      -35-
<PAGE>


respect to the rights and obligations assigned to Assignee hereunder, and the
assumption of such obligations by Assignee inuring to the direct benefit of
Borrower, and (ii) Assignor shall relinquish its rights and be released from its
corresponding obligations under the Loan Documents with respect to the rights
and obligations assigned to Assignee hereunder.

                  3. PAYMENT OBLIGATIONS. On the Effective Date, Assignee shall
pay to Assignor the outstanding principal balance in respect of the interest
purchased hereunder. Accrued and unpaid interest shall be prorated when received
from the Borrower. Assignee shall not be entitled to any interest or fees, of
any nature, paid by the Borrower to Assignor pursuant to the Loan Agreement and
the other Loan Documents or otherwise owed to Assignor prior to the Effective
Date.

                  4. REPRESENTATIONS OF ASSIGNOR; LIMITATIONS ON ASSIGNOR'S
LIABILITY. Assignor represents and warrants that (a) it is the legal and
beneficial owner of the interest being assigned by it hereunder, and (b) that
such interest is free and clear of any adverse pledge, security interest, claim
or other lien or encumbrance. It is understood and agreed that the assignment
and assumption hereunder are made without recourse to Assignor and that Assignor
makes no other representation or warranty of any kind to Assignee. Neither
Assignor, nor any of its officers, directors, employees, agents or attorneys
shall be responsible for (i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of any Loan Document,
including without limitation, documents granting Assignor and the other Lenders
a security interest ha and to the Project, (ii) any representation, warranty or
statement made in or in connection with any of the Loan Documents, (iii) the
financial condition or creditworthiness of the Borrower, (iv) the performance
of, or compliance with, any of the terms or provisions of any of the Loan
Documents, (v) inspecting any of the property, books or records of the Borrower,
(vi) the validity, enforceability, perfection, priority, condition, value or
sufficiency of any collateral securing or purporting to secure the Loan, or
(vii) any mistake, error of judgment, or action taken or omitted to be taken in
connection with the Loan or the Loan Documents. This Section shall survive the
assignment of the interest assigned herein.

                  5. REPRESENTATIONS AND COVENANTS OF ASSIGNEE. Assignee (i)
confirms that it has received a copy of the Loan Agreement, together with copies
of such financial statements, Loan Documents and other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Agreement, (ii) agrees that it will, independently and without
reliance upon Administrative Agent, Assignor 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 Loan Documents, (iii) appoints and authorizes the Administrative Agent to
take such action on its behalf and to exercise such powers under the Loan
Documents as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, (iv) agrees for
the benefit of Borrower and the other Lenders that it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender, (v) agrees that its payment
instructions and notice instructions are as set forth in Schedule 1, (vi)
confirms that none of the funds, monies, assets or other consideration being
used to make the purchase and assumption hereunder are "plan assets" as defined




                                      -36-
<PAGE>

under ERISA and that its rights, benefits and interests in and under the Loan
Documents will not be "plan assets" under ERISA, and (vii) attaches the forms
prescribed by the Internal Revenue Service of the United States certifying that
Assignee is entitled to receive payments under the Loan Documents without
deduction or withholding of any United States federal income taxes.

                  6. SUBSEQUENT ASSIGNMENTS. After the Effective Date, Assignee
shall have the right pursuant to the terms of the Loan Agreement to assign the
rights that are assigned to the Assignee, provided that any such subsequent
assignment does not violate any of the terms and conditions of the Loan
Agreement or any of the other Loan Documents or any law, rule, regulation,
order, writ, judgment, injunction or decree and that any consent required under
the terms of the Loan Documents has been obtained.

                  7. ENTIRE AGREEMENT. This Agreement embodies the entire
agreement and understandings between the parties hereto supersedes all prior
agreements and understandings between the parties hereto relating to the subject
matter hereof, and cannot be amended or modified other than pursuant to a
writing signed the parties hereto.

                  8. GOVERNING LAW. This Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of New York.

                  9. NOTICES. Notices shall be given under this Agreement in the
manner set forth in the Loan Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                      -37-
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by their duly authorized officers as of the date first above written.

ASSIGNOR:


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


ASSIGNEE:


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

CONSENTED TO:                           HSBC REALTY CREDIT
                                        CORPORATION (USA),
                                        as Administrative Agent


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




                                      -38-