SMBC DERIVATIVE PRODUCTS LIMITED                                     [SMBC LOGO]
________________________________________________________________________________

A Subsidiary of Sumitomo Mitsui Banking Corporation



                              REVISED CONFIRMATION


Date:       September 23, 2002

To:         MP-555 West Fifth Mezzanine, LLC and
            MP-808 South Olive Mezzanine, LLC
            355 South Grand Avenue
            Suite 4500
            Los Angeles CA 90071
            USA

From:       SMBC Capital Markets, Inc. as Agent for SMBC Derivative Products
            Limited
            Derivative Products Group
            277 Park Avenue, Fifth Floor
            New York, New York 10172

cc:         Documentation Contact: Julie Ann Cenidoza
            Telephone: 212-224-5144
            Telefax:   212-224-4959
            Email Address: confirma@smbc-cm.com

Re:         USD 40,000,000.00 / USD 22,500,000.00 Rate Protection Transaction,
            dated as of December 15, 2000 between SMBC Derivative Products
            Limited ("Party A") and MP-555 West Fifth Mezzanine, LLC and MP-808
            South Olive Mezzanine, LLC ("Party B").

Our Reference Number: DPA005187

The purpose of this letter agreement is to revise and replace the previous
letter agreement dated December 20, 2000 and to set forth the terms and
conditions of the Rate Protection Transaction entered into between SMBC
Derivative Products Limited and MP-555 West Fifth Mezzanine, LLC and MP-808
South Olive Mezzanine, LLC on the Trade Date specified below (the "Rate
Protection Transaction"). This letter agreement constitutes a "Confirmation" as
referred to in the ISDA Master Agreement specified below. This document
supersedes all previous confirmations and amendments with respect to the above
referenced transaction.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc., are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.

1. ISDA AGREEMENT:

This Confirmation supplements, forms a part of, and is subject to, the ISDA
Master Agreement dated as of December 15, 2000 (the "Agreement"), between SMBC
Derivative Products Limited and MP-555 West Fifth Mezzanine, LLC and MP-808
South Olive Mezzanine, LLC. All provisions contained in the Agreement shall
govern this Confirmation except as expressly modified below.



________________________________________________________________________________
  277 Park Avenue New York, NY 10172   PHONE: 212-224-5144   FAX: 212-224-4959
                            Email: diaz@smbc-cm.com
<PAGE>
Page 2

                                                                       DPA005187


2.  NOTICE TO COUNTERPARTY:

SMBC Derivative Products Limited is solely responsible for its contractual
obligations and commitments; none of Sumitomo Mitsui Banking Corporation, SMBC
Capital Markets, Inc., SMBC Limited nor any other affiliate of SMBC Derivative
Products Limited shall be responsible for the contractual obligations or
commitments of SMBC Derivative Products Limited.

SMBC Derivative Products Limited is not a bank and is separate from any
affiliated bank, and the obligations of SMBC Derivative Products Limited are not
deposits, are not insured by the United States of America or any agency thereof,
are not guaranteed by an affiliated bank, and are not otherwise an obligation of
an affiliated bank.

SMBC Derivative Products Limited is regulated by Financial Services Authority.
The time of execution of the transaction is available on request.

3.  TERMS OF RATE PROTECTION TRANSACTION:

The terms of the particular Rate Protection Transaction to which this
Confirmation relates are as follows:

Type of Rate Protection
Transaction:                  Rate Cap Transaction

Notional Amount(s):           USD 40,000,000.00 from and including December 19,
                              2000 to but excluding January 15, 2003;

                              USD 22,500,000.00 from and including January 15,
                              2003 to and including January 15, 2004

Trade Date:                   December 15, 2000

Effective Date:               December 19, 2000

Termination Date:             January 15, 2004 subject to adjustment in
                              accordance with the Following Business Day
                              Convention

FLOATING AMOUNTS:             (PARTY A)

Floating Rate Payer:          GBCM Derivative Products Limited

Floating Rate Payer           From and including the fifteenth (15th) day of
Calculation Period:           each month to but excluding the fifteenth (15th)
                              day of the following month beginning with the
                              Effective Date continuing until the Termination
                              Date, subject to adjustment in accordance with the
                              Following Business Day Convention. There will be a
                              short first period from the Effective Date to
                              January 15, 2001.

Floating Rate Payer           the ninth (9th) of every month beginning with
Payment Dates:                January 9, 2001 continuing until the Termination
                              Date, subject to adjustment in accordance with the
                              Following Business Day Convention.
<PAGE>
Page 3                                                                 DPA005187

Reset Dates:                                  First day of each Calculation
                                              Period. The Floating Rate for each
                                              Calculation Period will be the
                                              rate on the day, which is two
                                              London Banking Days prior to the
                                              commencement of such Calculation
                                              Period.

Floating Rate for Initial Calculation Period: 6.695% (percent) per annum

Floating Rate Option:                         USD-LIBOR-BBA

Designated Maturity:                          1 Month

Spread:                                       Inapplicable

Floating Rate Day Count Fraction:             Actual/360

Reset Dates:                                  The first day of each Calculation
                                              Period

Compounding:                                  Inapplicable

Cap Rate:                                     6.3% (percent) per annum

FIXED AMOUNTS:                                (PARTY B)

Fixed Rate Payer:                             MP-555 West Fifth Mezzanine, LLC
                                              and MP-808 South Olive Mezzanine,
                                              LLC

Fixed Rate Payer Payment Date(s):             December 19, 2000

Fixed Amount:                                 USD 192,200.00

Fixed Rate Payer Payment Date(s):             September 24, 2002

Fixed Amount:                                 USD 3,500.00

Business Days for Payments by both parties:   New York

Calculation Agent:                            SMBC Derivative Products Limited

4. CREDIT SUPPORT DOCUMENTS:                  Inapplicable

5. PAYMENT INSTRUCTIONS:

Payments to SMBC Derivative Products Limited of USD amounts:

Depository:                                  JPMorgan Chase Bank New York Branch

Address:                                     New York, NY

In Favor Of:                                 SMBC Derivative Products Limited

Account No.:                                 400035413
<PAGE>
Page 4                                                             DPA005187

Please contact Larry Weissblum of our Operations Group if you have any
questions concerning SMBC Derivative Products Limited's payment instructions
referenced above (Telephone: 212-224-5061; Telefax: 212-224-5122).

Payments to MP-555 West Fifth Mezzanine, LLC and MP-808 South Olive Mezzanine,
LLC of USD amounts:

Depository:                               PNC Bank
Address:                                  Pittsburgh, PA
In Favor Of:                              MP-555 West Fifth Mezzanine, LLC and
                                          MP-808 South Olive Mezzanine, LLC
Account No.:                              1011571815

Each party will be deemed to represent to the other party on the date on which
it enters into this Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the contrary for this
Transaction):

  (i) NON-RELIANCE.  It is acting for its own account, and it has made its own
independent decisions to enter into this Transaction and as to whether this
Transaction is appropriate or proper for it based upon its own judgment and
upon advice from such advisers as it has deemed necessary. It is not relying on
any communication (written or oral) of the other party as investment advice or
as a recommendation to enter into this Transaction: it being understood that
information and explanations relating to the terms and conditions of this
Transaction shall not be considered investment advice or a recommendation to
enter into this Transaction. No communication (written or oral) received from
the other party shall be deemed to be an assurance or guarantee as to the
expected results of this Transaction.

  (ii) ASSESSMENT AND UNDERSTANDING.  It is capable of assessing the merits of
and understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of this
Transaction. It is also capable of assuming, and assumes, the risks of this
Transaction.

  (iii) STATUS OF PARTIES.  The other party is not acting as a fiduciary for or
an advisor to it in respect of this Transaction.
<PAGE>
Page 5                                                                 DPA005187

Please confirm that the foregoing correctly sets forth the terms of the
agreement between you and us by executing this Confirmation and returning it to
the documentation contact above.

Yours Sincerely,

SMBC Capital Markets, Inc. as Agent for SMBC Derivative Products Limited



By: /s/ Larry Weissblum
-------------------------------------------
Name: Larry Weissblum
Title: Senior Vice President


By: /s/ Julie Ann Cenidoza
-------------------------------------------
Name: Julie Ann Cenidoza
Title: Officer



Confirmed as of the date first written above:

MP-555 West Fifth Mezzanine, LLC and MP-808 South Olive Mezzanine, LLC



By: /s/ [COPY NOT LEGIBLE]
-------------------------------------------
Name: [COPY NOT LEGIBLE]
Title: Secretary