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                                                                     EXHIBIT 4.1


                        FIRST AMENDMENT TO LOAN AGREEMENT

         THIS FIRST AMENDMENT LOAN AGREEMENT (this "AMENDMENT") dated as of
October 24, 2003 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 (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.

                                    RECITALS

         A. Lenders and Borrower are parties to a Loan Agreement dated December
13, 2002 ("Loan Agreement").

         B. Simultaneously with the execution of this Amendment, one of the
Lenders, HSBC Realty Credit Corporation (USA) ("HSBC"), will assign part of its
interest in the Loan (as such term is defined in the Loan Agreement), the Loan
Agreement and the Basic Documents (as such term is defined in the Loan
Agreement) (collectively, "Loan Documents") to AIB Debt Management Limited
("AIB") and AIB will assume the rights and obligations with respect to such
assigned interest in the Loan and Loan Documents.

         C. AIB, as a condition to such assignment and assumption, required that
all of the Lenders, the Administrative Agent and the Borrower execute this
Amendment in order to change the definition of "Required Lenders" under the Loan
Agreement.

         D. Additionally, one of the Lenders, MidFirst Bank ("MidFirst"), does
not want to hold a larger Commitment (as such term is defined in the Loan
Agreement) than HSBC's Commitment.

         E. Accordingly, MidFirst, as a condition to its consent to changing the
definition of "Required Lenders," has required that all parties agree that HSBC
cannot, without the prior written consent of MidFirst, assign any further
interest in and to the Loan that would reduce HSBC's outstanding Commitment to
an amount that is less than MidFirst's outstanding Commitment.

         F. In order to address the foregoing issues, the Borrower, the
Administrative Agent and the Lenders have agreed to execute this Amendment in
order to (i) change the definition of "Required Lenders" under the Loan
Agreement, and (ii) require that HSBC obtain MidFirst's prior written consent to
any further assignment of the Loan by HSBC that would reduce HSBC's outstanding
Commitment to an amount that is less than MidFirst's outstanding Commitment.


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                                    AGREEMENT

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Administrative Agent, the
Lenders and the Borrower hereby agree as follows:

         1. AMENDMENT. (a) The definition of "Required Lenders" on page 6 of the
Loan Agreement is hereby amended by deleting that definition and replacing it
with the following:

         "`REQUIRED LENDERS' means (i) if there are three Lenders, two out of
         the three Lenders (PROVIDED, HOWEVER, that if HSBC Realty Credit
         Corporation (USA) is a Lender, then one of the two Lenders must be HSBC
         Realty Credit Corporation (USA) in order for two Lenders to constitute
         the "Required Lenders"), (ii) if there are two Lenders, Lenders having
         100% of the aggregate unpaid principal amount of the Loans, and (iii)
         in all other cases, including those cases in which there are more than
         three Lenders (due to, INTER ALIA, one or more assignments pursuant to
         Section 12.06), Lenders having at least 66 2/3% of the aggregate unpaid
         principal amount of the Loans."

         (b) Notwithstanding anything to the contrary contained in the Loan
Agreement, HSBC shall not assign any interest in the Loan that would reduce
HSBC's outstanding Commitment to an amount that would be less than MidFirst's
outstanding Commitment unless MidFirst shall have consented to such assignment
in writing.

         2. DEFINITIONS. Capitalized terms not defined herein shall have the
meanings set forth in the Loan Agreement.

         3. MODIFICATIONS. Neither this Amendment nor any provision hereof may
be waived, modified, amended, discharged or terminated except by an instrument
signed by the party against whom the enforcement of such waiver, modification,
amendment, discharge or termination is sought, and then only to the extent set
forth in such instrument.

         4. GOVERNING LAW. This Amendment shall be governed by, and construed in
accordance with, the law of the State of New York.

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

         6. ACKNOWLEDGEMENT. Each party hereto acknowledges that such party has
received, reviewed and approved the letter dated July 22, 2003 from HSBC to the
Borrower. HSBC hereby agrees for the benefit of the other two Lenders, and
reiterates to the Borrower, that HSBC shall not assign any interest in the Loan
and Loan Documents that would reduce HSBC's interest in the Loan to an amount
less than 34.00%.



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         7. COUNTERPARTS. This Amendment 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 Amendment by signing
any such counterpart


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


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



                                HSBC REALTY CREDIT CORPORATION (USA),
                                as Administrative Agent


                                By:  /s/ FRANCIS J. BERGOLD
                                     -----------------------------------------
                                    Francis J. Bergold
                                    Senior Vice President



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OUTSTANDING COMMITMENT           LENDERS:

                                 HSBC REALTY CREDIT CORPORATION (USA)



$15,069,267.00                   By:  /s/ FRANCIS J. BERGOLD
                                      ----------------------------------------
                                      Francis J. Bergold
                                      Senior Vice President


                                 MIDFIRST BANK


$14,947,928.00                   By:  /s/ TODD WRIGHT
                                      ----------------------------------------
                                      Todd  Wright
                                      Vice President


                                 AIB DEBT MANAGEMENT LIMITED


$10,000,000.00                   By:  /s/ RONALD K. RAPP
                                      ----------------------------------------
                                       Ronald K. Rapp
                                       Senior Vice President


                                 By:  /s/ VAUGHN BUCK
                                      ----------------------------------------
                                       Vaughn Buck
                                       Senior Vice President




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