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                                                                    Exhibit 10.4

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                               FACILITY SUBLEASE


                                    BETWEEN


                   PENN STATION LEASING, LLC, AS SUBLANDLORD


                                      AND


             NATIONAL RAILROAD PASSENGER CORPORATION, AS SUBTENANT



                           FOR PREMISES LOCATED AT:

                       PORTIONS OF PENNSYLVANIA STATION
                 (RETAIL, CONCOURSE, AND ANCILLARY FACILITIES)
                              NEW YORK, NEW YORK


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                               TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

1.    Demising of Premises; Term.............................................1
      1.1   Sublease of Premises.............................................1
      1.2   Term.............................................................1
      1.3   Renewal Option(s)................................................1
      1.4   Effect of Subtenant Default......................................2
      1.5   Definitions......................................................2

2.    Subrent................................................................2
      2.1   Fixed Subrent....................................................2
            2.1.1 Fixed Subrent During Renewal Terms.........................2
            2.1.2 Payment of Fixed Subrent During Renewal Terms..............3
      2.2   Additional Subrent...............................................3
            2.2.1 Other Payments.............................................3
            2.2.2 Subrent; Net Payments to Sublandlord.......................3
      2.3   Manner and Timing of Payments....................................4

3.    Subletting Covenants...................................................4
      3.1   Incorporation of Overlease.......................................4
            3.1.1 Defined Terms..............................................4
            3.1.2 Exclusions.................................................4
                  3.1.2.1 Basic Economic Terms...............................4
                  3.1.2.2 Other..............................................4
                  3.1.2.3 Representations and Warranties.....................4
            3.1.3 Interaction of Sublease and Overlease......................5
      3.2   Compliance with Overlease........................................5
      3.3   Compliance with Loan Documents...................................5
      3.4   Abatement Rights.................................................5
      3.5   Payment of Sublandlord's Rent....................................5
      3.6   Rights and Benefits Under Overlease..............................5
            3.6.1 Additional Costs...........................................5
      3.7   Performance by Overlandlord......................................6
      3.8   Preservation of Overlease........................................6
      3.9   Consent to Certain Matters.......................................6


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            3.9.1 Transfers..................................................6
                  3.9.1.1 Sale, Assignment, Equity Transfer..................6
                  3.9.1.2 Permitted Equity Transfers.........................7
                  3.9.1.3 Overlease..........................................7
            3.9.2 Required Provisions........................................7
            3.9.3 Alterations................................................8
            3.9.4 Additional Requirements....................................8
      3.10  Notices from Overlandlord........................................8
      3.11  Representations and Warranties...................................8
      3.12  Additional Covenant..............................................9

4.    Interaction of Estates; Effect on Overlandlord.........................9
      4.1   Priorities.......................................................9
      4.2   Attornment......................................................10
      4.3   No Effect on Overlease, Overlandlord............................10
      4.4   Involuntary Termination of Overlease............................10

5.    Leasing Covenants.....................................................10
      5.1   Delivery - Beginning and End of Term............................10
      5.2   Quiet Enjoyment.................................................10
      5.3   Insurance.......................................................11
      5.4   Indemnity.......................................................11
      5.5   Default; Remedies...............................................11
      5.6   Lockbox.........................................................11
      5.7   Additional Covenants............................................12

6.    Miscellaneous.........................................................12
      6.1   Subtenant's Purchase Option.....................................12
            6.1.1 Termination Rights........................................12
            6.1.2 "Purchase Offer"..........................................12
      6.2   Brokers.........................................................13
      6.3   Late Payments...................................................13
      6.4   Notices.........................................................13
            6.4.1 Sublandlord...............................................13
            6.4.2 Subtenant.................................................13
      6.5   Further Assurances..............................................13
      6.6   Interpretation..................................................13
      6.7   Execution.......................................................14
      6.8   Governing Law...................................................14
      6.9   Other...........................................................14
      6.10  Bond Lease......................................................14

7.    Nondisturbance of Sub-subtenants......................................15
      7.1   Definitions.....................................................15


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      7.2   SNDA-Eligible Subleases.........................................16
      7.3   Sublease Negotiations...........................................16
      7.4   Amendments to SNDA-Eligible Subleases...........................16
      7.5   Collection of Subrent...........................................16


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                               FACILITY SUBLEASE

            This FACILITY SUBLEASE (the "SUBLEASE") is entered into as of June
20, 2001 (the "EXECUTION DATE") by and between Penn Station Leasing, LLC, a
Delaware limited liability company, having an office at 60 Massachusetts Avenue,
N.E. Washington, D.C. 20002 ("SUBLANDLORD") and National Railroad Passenger
Corporation, a District of Columbia corporation, having an office at 60
Massachusetts Avenue, N.E., Washington, D.C. 20002 (in its capacity as subtenant
hereunder, "SUBTENANT").

                              W I T N E S S E T H

            WHEREAS, Sublandlord is tenant under that certain Prime Lease, dated
as of the date hereof, by and between Subtenant, as landlord (in its capacity as
landlord under the Prime Lease, the "OVERLANDLORD") and Sublandlord, as tenant
("OVERTENANT") (the "ORIGINAL OVERLEASE");

            WHEREAS, for purposes of this Sublease, the Original Overlease and
the various other documents listed in EXHIBIT "A" are hereinafter collectively
referred to as the "OVERLEASE," and wherever this Sublease refers to a section
within the Overlease, such reference is intended to refer to such section in the
Original Overlease as it may have been or will be modified by the other
documents constituting the Overlease (capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Overlease);

            WHEREAS, pursuant to the Overlease, Overlandlord demised to
Sublandlord the Premises (as defined in the Overlease and as identified in the
diagram attached as EXHIBIT "B"); and

            WHEREAS, Sublandlord desires to sublease to Subtenant, and Subtenant
desires to sublease from Sublandlord, the Premises in accordance with and
otherwise subject to the provisions hereof.

            NOW, THEREFORE, Sublandlord and Subtenant agree as follows.

1.    DEMISING OF PREMISES; TERM.

      1.1 SUBLEASE OF PREMISES. Sublandlord hereby subleases the Premises to
Subtenant, and Subtenant hereby subleases the Premises from Sublandlord, for the
Term, subject to the Permitted Exceptions.

      1.2 TERM. The "INITIAL TERM" of this Sublease shall commence on the date
hereof (the "COMMENCEMENT DATE") and expire on June 14, 2017 (the "EXPIRATION
DATE"), subject to the Renewal Option(s) below.

      1.3 RENEWAL OPTION(S). Subtenant shall have the absolute and unconditional
right and option (each such right and option, a "RENEWAL OPTION") to extend and
renew this Lease upon all the same terms and conditions (except as this Lease
otherwise expressly states), for 3 additional successive periods (each, a
"RENEWAL TERM") after the Initial Term expires of 5 years each. Subtenant shall
exercise each Renewal Option, if at all, by giving Sublandlord Notice of such
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exercise at least 6 months, but no more than 18 months, before the first day of
the corresponding Renewal Term. At the expiration of the final Renewal Term
provided for below, Subtenant shall have no further right to renew or extend the
Term. The Renewal Terms are:

<Table>
<Caption>
      ----------------------------------------------------------------
                               RENEWAL TERMS
      ================================================================
         NUMBER           COMMENCING                  ENDING
         ------           ----------                  ------
      ----------------------------------------------------------------
<S>                      <C>                      <C>
           1             June 15, 2017            June 14, 2022
      ----------------------------------------------------------------
           2             June 15, 2022            June 14, 2027
      ----------------------------------------------------------------
           3             June 15, 2027            June 14, 2032
      ----------------------------------------------------------------
</Table>

      1.4 EFFECT OF SUBTENANT DEFAULT. Subtenant's Renewal Options shall remain
effective notwithstanding Subtenant's Default, unless and until all cure periods
for such Default available to Subtenant shall have expired without cure and
Sublandlord shall have terminated this Lease. There shall otherwise be no
conditions, express or implied, to Subtenant's exercise of any Renewal
Option(s).

      1.5 DEFINITIONS. If Subtenant exercises the Renewal Option(s), then each
period covered by the exercise of a Renewal Option shall be referred to as the
"OPTION TERM" and the "TERM" shall be redefined to include the Option Term.

2.    SUBRENT.

            Subtenant agrees to pay Sublandlord rent (the "SUBRENT") without
offset, abatement, or reduction in the following amounts at the following times:

      2.1 FIXED SUBRENT. Subtenant shall pay Sublandlord, without notice or
demand, in lawful money of the United States of America, "FIXED SUBRENT" in the
amounts set forth on ANNEX 1 attached hereto and made a part hereof on the dates
set forth therein. Notwithstanding the foregoing, the parties acknowledge and
agree that Fixed Subrent shall be increased to reflect payments required
pursuant to the provisions of SECTION 2.2.2 hereof.

            2.1.1 FIXED SUBRENT DURING RENEWAL TERMS. The Fixed Subrent for each
Renewal Period shall be equal to 95% of the Fair Market Rental Value (as
hereinafter defined) of the Premises as of the commencement date of such Renewal
Term. Sublandlord and Subtenant shall have thirty (30) days after Sublandlord's
receipt of Notice of Subtenant's exercise of each such Renewal Option within
which to agree on the Fair Market Rental Value of the Premises as of the
commencement date of such Rental Term. If the parties hereto agree on the Fair
Market Rental Value within such thirty (30) day period, they shall amend this
Sublease to reflect the Fixed Subrent applicable to such Renewal Term. If
Sublandlord and Subtenant are unable to so agree, then each shall, within thirty
(30) days after the expiration of the thirty (30) day period referred to in the
preceding sentence, appoint a licensed real estate appraiser having no
relationship to such party. The two appraisers so appointed shall jointly
attempt to determine and agree upon the then Fair Market Rental Value of the
Premises. If they are unable to agree, then


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each appraiser so appointed shall set one Fair Market Rental Value and notify
the other appraiser of the Fair Market Rental Value set by him or her,
concurrently with such appraiser's receipt of the Fair Market Rental Value set
by the other appraiser. The two appraisers then shall, together, select a third
licensed real estate appraiser, who shall make a determination of the then Fair
Market Rental Value, after reviewing the reports of the first two appraisers
appointed by the parties, and after doing such independent research as he or she
deems appropriate. The Fair Market Rental Value determined by the third
appraiser shall then be the Fair Market Rental Value used to determine the Fixed
Subrent during the applicable Renewal Term. The parties shall then amend this
Sublease to reflect such Fixed Subrent. As used herein, the term "FAIR MARKET
RENTAL VALUE" shall mean what a sublandlord under no compulsion to sublease the
Premises and a subtenant under no compulsion to sublease the Premises would
determine as fixed subrent (including initial monthly rental and rental
increases) for the then current Renewal Term, as of the commencement date of
such Renewal Term, taking into consideration the uses permitted under this
Sublease, the value of the tenant improvements located within the Premises, and
any revenue generated from the operation thereof.

            2.1.2 PAYMENT OF FIXED SUBRENT DURING RENEWAL TERMS. During each
Renewal Term, Subtenant shall pay Fixed Subrent in monthly installments, without
deduction or offset, in advance, on or before the first day of each month of the
Renewal Term in the amount set forth in the amendment of the Sublease referred
to in SECTION 2.1.1 hereof.

      2.2 ADDITIONAL SUBRENT. Subtenant shall pay Sublandlord, as "ADDITIONAL
SUBRENT," or shall reimburse Sublandlord as "ADDITIONAL SUBRENT" for an amount
equal to (or, where indicated, a portion of), any payments of Additional Rent
(as defined in the Overlease) as and when required by the Overlease.

            2.2.1 OTHER PAYMENTS. Any and all other payments due in accordance
with the Overlease during the Term, including any charges arising from work
performed at Subtenant's request or directly or indirectly on account of other
acts or omissions of Subtenant (including the nature of Subtenant's use of the
Premises and Subtenant's breach of this Sublease or the Overlease), but
excluding Sublandlord's Rent under the Overlease.

            2.2.2 SUBRENT; NET PAYMENTS TO SUBLANDLORD. Notwithstanding anything
to the contrary contained in this Sublease; the Overlease; that certain Loan and
Security Agreement, dated as of the date hereof, between Sublandlord, as
borrower, and A/P I Deposit Corporation, as lender (the "LOAN AGREEMENT"); or
any other Loan Documents (as defined in the Loan Agreement), the parties intend
that this Sublease shall constitute an absolutely "net sublease" so that the
Fixed Rent and the Additional Rent shall provide Sublandlord with an absolutely
"net" return for the Term. Accordingly, any liabilities, costs or expenses
incurred by reason of or in connection with (a) the leasing transaction more
fully described in the Overlease, (b) the loan transaction more fully described
in the Loan Documents, including, without limitation, an increase in the
additional payments by reason of a change in the Contract Interest Rate (as such
term is defined in the Loan Agreement), or (c) the subleasing transaction
described herein shall, subject to the provisions of SECTION 3.2 hereof, be
obligations of, and shall be repaid by, Subtenant as Rent hereunder.


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      2.3 MANNER AND TIMING OF PAYMENTS. Subtenant shall make each payment
required by this Agreement not later than 12:00 p.m. (New York City time) on the
day when due in lawful money of the United States of America in immediately
available funds actually received by Sublandlord. For any payment of Subrent as
to which Sublandlord actually receives good funds after 12:00 p.m., interest at
the Default Interest (as such term is defined in the Overlease) rate shall
continue to accrue on such amount so paid through the next Business Day (as such
term is defined in the Overlease). Any payment made by Subtenant by wire
transfer or other immediately available funds and actually received by
Sublandlord before 12:00 p.m. (New York City time) on a Business day shall be
deemed to have been received and cleared by Sublandlord on the date of receipt.
If a payment is received by Sublandlord after 12:00 a.m. (New York City time) on
a Business day, then such payment shall be deemed to have been received and
cleared by Sublandlord on the next Business day.

3.    SUBLETTING COVENANTS.

      3.1 INCORPORATION OF OVERLEASE. The Overlease is incorporated by reference
in this Sublease, except as follows.

            3.1.1 DEFINED TERMS. This section clarifies the application of
defined terms in the Overlease to the Premises and this Sublease. Each reference
to "Landlord" shall be deemed replaced by a reference to "Sublandlord." Each
reference to "Tenant" shall be deemed replaced by a reference to "Subtenant."
Each reference to Sublandlord's rent under the Overlease shall be deemed
replaced by a reference to the corresponding Subrent under this Sublease. Each
reference to the Overlease shall be deemed, where appropriate, to refer to this
Sublease. All other defined terms in the Overlease shall be deemed appropriately
modified, as necessary in Sublandlord's reasonable judgment, to reflect the
circumstances of this Sublease.

            3.1.2 EXCLUSIONS. The Articles of the Overlease that relate to the
following matters shall not be incorporated by reference:

                  3.1.2.1 BASIC ECONOMIC TERMS. Subdivision 2.2 (initially
agreed duration of the Overlease term); and Subdivisions 3.1 and 3.3
(Sublandlord's rent).

                  3.1.2.2 OTHER. Subdivision 17.1 (Overlandlord's consent to any
assignment, subletting or other transfer of the Overlease or any interest
therein); Subdivision 14 (representations or warranties by Overlandlord);
Subdivision 29 (brokerage); Subdivision 28 (notices); Subdivision 31 (memorandum
of lease); and any other terms of the Overlease that, by their nature or
purpose, are in Sublandlord's reasonable judgment inapplicable or inappropriate
to the subleasing of the Premises.

                  3.1.2.3 REPRESENTATIONS AND WARRANTIES. To the extent that
Overlandlord makes any representations and warranties in the Overlease: (a)
Sublandlord represents and warrants to Subtenant that Sublandlord is not
actually aware of any breach of such representations and warranties; and (b) if
any such representations and warranties are breached, then Subtenant shall have
no claim against Sublandlord except to the extent of an equitable


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allocation of any sums recovered, settlements received, or rent offsets obtained
by Sublandlord from Overlandlord as a result of such breach.

            3.1.3 INTERACTION OF SUBLEASE AND OVERLEASE. Wherever this Sublease
conflicts with an incorporated term of the Overlease, as incorporated in this
Sublease, the Overlease shall govern, but wherever reasonably possible such a
conflict shall be resolved by treating Subtenant's obligations under both
documents as cumulative.

      3.2 COMPLIANCE WITH OVERLEASE. Subtenant agrees to be bound by, and to
fully comply with and perform all obligations of Sublandlord arising under, the
Overlease, except Sublandlord's obligation to pay Sublandlord's Rent under the
Overlease. Subtenant shall do nothing that violates the Overlease.

      3.3 COMPLIANCE WITH LOAN DOCUMENTS. Subtenant agrees that, if and to the
extent that it has received a copy of any Loan Document, it shall do nothing
that would cause Sublandlord to be in default under such Loan Document.

      3.4 ABATEMENT RIGHTS. Subtenant may not assert against Sublandlord any
right to abate rent that may exist under the Overlease. Nothing in this
paragraph limits any liability of Sublandlord to Subtenant based on
Sublandlord's acts or omissions.

      3.5 PAYMENT OF SUBLANDLORD'S RENT. Provided that Subtenant complies with
its payment obligations and material nonmonetary obligations under this Sublease
(including payment of all Subrent when and as due), Sublandlord shall pay
Overlandlord all rent required by the Overlease ("SUBLANDLORD'S RENT") within
the applicable cure periods under the Overlease, but this shall not limit any
obligation of Subtenant expressly provided for in this Sublease to reimburse
Sublandlord for any of such rent or pay any other sums under this Sublease.
Subtenant acknowledges that Sublandlord has paid all of the Fixed Rent payable
under the Overlease.

      3.6 RIGHTS AND BENEFITS UNDER OVERLEASE. To the extent that they apply to
the Premises, Subtenant shall have all the rights, privileges and benefits
granted to or conferred upon Sublandlord as tenant under the Overlease, provided
that Subtenant's exercise of such rights, privileges and benefits shall not
cause Sublandlord to be in default under the Overlease.

            3.6.1 ADDITIONAL COSTS. To the extent Subtenant requires services
beyond those provided for in this Sublease, Subtenant shall contract directly
with and pay Overlandlord for such services. Such services may include
additional cleaning; after-hours heating, ventilation, or air-conditioning;
freight elevator car service; and loading dock security services (the
"ADDITIONAL SERVICES"). Subtenant shall indemnify Sublandlord for any costs
associated with the Additional Services. If Overlandlord refuses to deal
directly with Subtenant regarding Additional Services, then Sublandlord shall
have no liability to Subtenant but shall without charge act as an intermediary
in such communications. Sublandlord shall have no responsibility for
Overlandlord's failure to provide Additional Services.

      3.7 PERFORMANCE BY OVERLANDLORD. Wherever the Overlease (as incorporated
by reference in this Sublease) would require Overlandlord to provide any benefit
or service,


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Subtenant shall be entitled to receive such benefit or service directly from
Overlandlord under the Overlease. Sublandlord shall have no liability to
Subtenant, and Subtenant's obligations under this Sublease shall not be reduced,
restricted, diminished or deferred, on account of Overlandlord's failure to
provide any service or benefit required under the Overlease, or failure to
perform any obligation under the Overlease, unless (provided that Subtenant is
not in default under this Sublease) such failure is caused by Sublandlord's
default under the Overlease or this Sublease. Sublandlord agrees, for
Subtenant's benefit, upon Subtenant's written request, to diligently endeavor to
enforce the obligations of Overlandlord under the Overlease, to attempt to cause
Overlandlord to provide Subtenant with the service or other benefit in question.
Subtenant shall reimburse all costs and expenses Sublandlord incurs in enforcing
or attempting to enforce the Overlease against Overlandlord. Under no
circumstances shall Subtenant have any right to require Sublandlord to perform
any obligations of Overlandlord under the Overlease or otherwise.

      3.8 PRESERVATION OF OVERLEASE. So long as Subtenant is not in default
under this Sublease beyond applicable notice and cure periods (including payment
of all Subrent when and as due): (a) Sublandlord shall preserve the Overlease
and keep the Overlease in full force and effect throughout the Term as it
pertains to the Premises; (b) Sublandlord shall not agree to any amendment to
the Overlease that would materially adversely affect Subtenant during the Term,
including by increasing the amount of any payments required of Subtenant under
this Sublease; (c) Sublandlord shall not, without Subtenant's written consent,
exercise any right to terminate the Overlease (including any right to treat the
Overlease as terminated pursuant to any bankruptcy or insolvency proceeding
affecting Overlandlord) with respect to any period within the Term or any
potential renewals thereof provided for in this Sublease, other than on account
of casualty or condemnation; and (d) Sublandlord shall perform its obligations
under the Overlease during the Term, except those obligations which Sublandlord
contests in good faith. If Sublandlord enters into any amendment of the
Overlease that would affect Subtenant, then Sublandlord shall promptly provide
Subtenant with a copy thereof (with terms that do not affect Subtenant deleted)
and the definition of "OVERLEASE" shall be deemed modified to reflect such
amendment. Sublandlord shall continue to have the sole right to exercise any and
all rights, privileges and remedies under the Overlease.

      3.9 CONSENT TO CERTAIN MATTERS.

            3.9.1 TRANSFERS.

                  3.9.1.1 SALE, ASSIGNMENT, EQUITY TRANSFER. Subject to the
provisions of SECTION 3.9.1.2, provided that Subtenant shall have delivered a
Rating Agency Confirmation in connection therewith to Sublandlord (other than
with respect to the sub-subleasing of space at the Premises for the occupancy
thereof, for which no Rating Agency Confirmation shall be required),
Sublandlord's consent shall not be required in connection with (a) the sale,
conveyance, assignment (by operation of law or otherwise), transfer or other
disposition of, directly or indirectly, by operation of law or otherwise, this
Sublease or (b) the sale, assignment, transfer, conveyance, pledge or
encumbrance of any stock, partnership interest, membership interest or other
equity interest in Subtenant (or of any direct or indirect member of Subtenant,
or of any other entity that directly or indirectly, through any number of tiers
of ownership, owns any equity


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interest in Subtenant), or the sale or creation of any additional equity
interest. "RATING AGENCY CONFIRMATION" shall mean a confirmation from Standard &
Poor's Rating Services and Moody's Investor Service, Inc. that such event will
not result in the withdrawal or downgrade of the rating then assigned to the
Certificates (as defined in the Loan Agreement) by Standard & Poor's Rating
Services or Moody's Investor Service, Inc., as applicable.

                  3.9.1.2 PERMITTED EQUITY TRANSFERS. Notwithstanding anything
to the contrary contained in SECTION 3.9.1.1, without any obligation to deliver
a Rating Agency Confirmation in connection therewith to Sublandlord (except with
respect to clause (c) below, for which a Rating Agency Confirmation shall be
required), Sublandlord's consent shall not be required in connection with (a)
the direct or indirect sale, conveyance, transfer, assignment (by operation of
law or otherwise) or other disposition, directly or indirectly, by operation of
law or otherwise, of all or substantially all of the business and assets of
Subtenant; (b) the direct or indirect sale, conveyance, transfer, assignment (by
operation of law or otherwise) or other disposition, directly or indirectly, by
operation of law or otherwise, of all or substantially all of the interests in
Subtenant by reason of the sale, merger, consolidation or amalgamation of
Subtenant, including, without limitation, the redemption of the stock of
Subtenant, or other similar transaction with respect to Subtenant; and (c) the
direct or indirect sale, conveyance, transfer, assignment (by operation of law
or otherwise) or other disposition, directly or indirectly, by operation of law
or otherwise, of the Northeast Corridor Business and Assets, provided that as a
result of such transfer the ownership interest in Subtenant shall be the same,
direct or indirect, as the ownership interest of the owner of the Northeast
Corridor Business and Assets. "NORTHEAST CORRIDOR BUSINESS AND ASSETS" shall
mean the strategic business unit of Subtenant that operates intercity and
commuter trains serving large urban centers and high-density areas from Virginia
to eastern Canada in large part on Subtenant-owned trackage and provides
electric power propulsion, signaling, dispatching and right-of-way maintenance
services for all users of such trackage in such area, including other commuter
transit services such as the Southeastern Pennsylvania Transportation Authority
and New Jersey Transit Corporation, which business unit is commonly known as the
"Northeast Corridor," and the assets thereof.

                  3.9.1.3 OVERLEASE. Any sale, conveyance, assignment, pledge,
encumbrance or other transfer shall also require Overlandlord's approval to the
extent required under the Overlease or by the terms of Overlandlord's approval
of this Sublease. This paragraph shall supersede any provisions of the Overlease
by which Overlandlord consents in advance to any assignment, sublet or other
transaction affecting the Overlease. Subtenant shall pay any taxes (and payments
to Overlandlord required pursuant to the Overlease) assessed or payable with
respect to such transfer by Subtenant.

            3.9.2 REQUIRED PROVISIONS. From and after the date hereof, each
Sub-sublease shall contain provisions in form and substance substantially as set
forth below in this Section. By executing its Sub-sublease, each Sub-subtenant
shall be deemed to have agreed to these provisions, which reflect the
definitions in this Sublease. All such defined terms shall be modified in the
Sub-sublease as appropriate to reflect the definitions in the Sub-sublease.

            All terms, covenants, and provisions of this Sub-sublease and all
            rights, remedies, and options of Sub-subtenant under this
            Sub-sublease are and shall at all times


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            remain fully subject and subordinate in all respects to the
            Sublease. If such Sublease and the leasehold estate terminates, then
            this Sub-sublease shall terminate. In that event, Sub-subtenant,
            only at the option and request of Sublandlord (except as Sublandlord
            has agreed otherwise in writing), shall attorn to Sublandlord and
            recognize Sublandlord as Sub-subtenant's direct landlord under this
            Sub-sublease. Sub-subtenant shall execute and deliver, at any time
            and from time to time, upon the request of Sub-tenant, Sublandlord,
            any instrument necessary or appropriate to evidence such attornment.
            Sub-subtenant appoints each of the foregoing as Sub-subtenant's
            attorney-in-fact, irrevocably, with full power of substitution, to
            execute and deliver any such instrument. This appointment is coupled
            with an interest and is irrevocable. Sub-subtenant waives any
            present or future statute or rule of law that may allow
            Sub-subtenant to terminate this Sub-sublease or to surrender
            possession of the demised subpremises if the Sublease terminates.
            This Sub-sublease shall not be affected in any way whatsoever by any
            such termination or any proceeding for such a termination.

            3.9.3 ALTERATIONS. Subtenant may make any alterations, improvements,
or other physical changes to the Premises without Sublandlord's written consent.
To the extent that Subtenant performs any alterations, improvements, or other
physical changes to the Premises (whether or not material and whether or not
Sublandlord consents to them), Subtenant shall comply with all applicable
requirements of the Overlease as if incorporated in this Sublease and to terms
and provisions of any loan or mortgage of which Subtenant has notice (i.e.
plans, specifications, insurance), alterations or improvements are also subject
to Overlandlord's approval to the extent the Overlease provides for same.

            3.9.4 ADDITIONAL REQUIREMENTS. In addition, wherever the Overlease
requires Overlandlord's consent to any action or matter (including any such
consent that would be required to be obtained from Overlandlord if such action
or matter arose under the Overlease), Subtenant shall obtain both Sublandlord's
and Overlandlord's consent to such action or matter. If Overlandlord consents to
any action or matter requiring Overlandlord's consent but not otherwise
expressly referred to in this Sublease, then Sublandlord shall not unreasonably
withhold consent to such action or matter.

      3.10 NOTICES FROM OVERLANDLORD. Each party shall immediately provide the
other with a copy of any notice received from Overlandlord to the extent
relevant to the calculation of any amount payable under this Sublease or giving
notice of an alleged default, or exercise of Overlandlord's remedies, under the
Overlease.

      3.11 REPRESENTATIONS AND WARRANTIES. Sublandlord represents and warrants
that the Overlease is the entire agreement between Overlandlord and Sublandlord
relating to the Premises and is in full force and effect, and neither
Sublandlord nor Overlandlord is in default beyond applicable cure periods under
the Overlease. Subtenant represents and warrants to Sublandlord that Subtenant
has reviewed and is fully familiar with the Overlease and the Premises. Except
as provided in this Sublease, neither party makes any other representation or
warranty regarding the Overlease, the Premises or any other matter.


                                       8
<Page>

      3.12 ADDITIONAL COVENANT. Subtenant covenants and agrees, on behalf of
itself and any entity owned or controlled by Subtenant, any purchaser of all or
substantially all of its assets and their respective successors and assigns
(each, a "SUBTENANT PARTY"), not to encumber, create, assume, hypothecate,
pledge or grant a security interest in or grant a lien, charge or any other
interest whatsoever in or with respect to the Landlord's Improvements and/or the
Landlord's right, title and interest in, to and under the tracks and platforms
situated below the Farley Building, whether superior or inferior to the rights
and benefits of Sublandlord hereunder, except for or in connection with (i)
Permitted Exceptions (e.g. the rights of LIRR and NJT), (ii) future liens for
property taxes and assessments not then delinquent, (iii) liens for real estate
and personal property taxes and vault charges and all other taxes, levies and
other similar charges levied by a governmental authority on the Excluded
Premises and/or Farley Building not yet due and payable; (iv) statutory liens of
carriers, warehousemen, mechanics, materialmen and other similar liens arising
by operation of law, that are incurred in the ordinary course of business and
discharged by Subtenant or any Subtenant Party by payment, bonding or otherwise
within 45 days after the filing thereof or that are being contested in good
faith; (v) all easements, rights-of-way, restrictions and other similar
non-monetary encumbrances against real property, (vi) any other lien to which
the Sublandlord (subject to Leasehold Mortgagee's Consent) may expressly consent
to in writing. Anything contained in this Agreement to the contrary
notwithstanding, including, without limitation, the provisions contained in the
defined terms "Trackage Rights" and "Reserved Rights" or the exclusion of the
Excluded Premises from the Premises in the event that Subtenant or any Subtenant
Party is in default of its obligations under this SECTION 3.12 and/or the
payment of Fixed Subrent beyond notice and grace periods, Subtenant or any
Subtenant Party, in operating its trains, cars and locomotives, whether in
connection with through or local train service including long haul, commercial
passenger, freight and mail, may not use the tracks forming a part of or
incorporated in the term Trackage Rights or the Farley Building to stop and pick
up or discharge passengers or load or unload freight, mail or other commercial
products except in connection with the health or safety of passengers or
Subtenants' investees, employees and agents. Each party hereto agrees that
Landlord could be irreparably damaged if Subtenant failed to perform or abide by
the covenants set forth above and that Sublandlord would not have an adequate
remedy at law for money damages in such event. Accordingly, Landlord shall be
entitled to specific performance and injunctive and other equitable relief to
enforce the performance of the Subtenant's covenants set forth above. This
provision is without prejudice to any other rights that Sublandlord may have
against Subtenant for any failure by Subtenant to perform the covenants set
forth above.

4.    INTERACTION OF ESTATES; EFFECT ON OVERLANDLORD.

      4.1 PRIORITIES. This Sublease is unconditionally subject and subordinate
to: (i) the Overlease, as amended from time to time in compliance with this
Sublease; (ii) all estates and interests to which the Overlease is expressly
subject and subordinate, including without limitation any and all underlying
ground leases and mortgages affecting Overlandlord's estate, all as amended from
time to time; and (iii) all the terms, conditions and covenants of items "i" and
"ii." If, pursuant to the Overlease, Overlandlord or Overlandlord's ground
lessor(s) or mortgagee(s) request(s) additional documentation (which
documentation complies with such limitations and requirements, if any, as may be
set forth in the Overlease) to confirm the foregoing subordination, then
Subtenant shall promptly execute the same.


                                       9
<Page>

      4.2 ATTORNMENT. If the Overlease terminates, then Subtenant shall, at
Overlandlord's option, attorn to and recognize Overlandlord as landlord under
this Sublease and shall, promptly upon Overlandlord's request, execute and
deliver all instruments necessary or appropriate to confirm such attornment and
recognition, provided that such instruments comply with any applicable
restrictions and requirements set forth in the Overlease. Provided Subtenant's
possession of the Premises is not disturbed and Overlandlord recognizes this
Sublease, Subtenant waives any right to terminate this Sublease or surrender
possession of the Premises because of any termination of the Overlease.

      4.3 NO EFFECT ON OVERLEASE, OVERLANDLORD. Notwithstanding anything to the
contrary in this Sublease, including Overlandlord's consent to this Sublease,
Overlandlord shall have no obligations of any kind to Subtenant. Notwithstanding
anything to the contrary in this Sublease, the terms and conditions of the
Overlease remain in full force and effect between Overlandlord and Sublandlord.
Nothing in this Sublease (except upon termination of the Overlease if
Overlandlord exercises its right to require Subtenant to recognize and attorn to
Overlandlord) shall create any privity or contractual or landlord-tenant
relationship of any kind between Overlandlord and Subtenant or cause
Overlandlord to be a third party beneficiary of this Sublease or otherwise
entitled to enforce this Sublease.

      4.4 INVOLUNTARY TERMINATION OF OVERLEASE. If the Overlease terminates for
any reason, then the Term shall automatically terminate one day before such
termination unless Overlandlord elects or agrees otherwise in writing.
Sublandlord's and Subtenant's obligations under this Sublease shall
automatically continue, but this shall not limit either party's obligations and
liability that accrued before the date of termination.

5.    LEASING COVENANTS.

      5.1 DELIVERY - BEGINNING AND END OF TERM. Except to the extent, if any,
that this Sublease provides otherwise: (a) Subtenant accepts the Premises "as
is" on the date of execution of this Sublease and (b) Sublandlord shall not be
required to perform any construction or other preparation of the Premises for
Subtenant. Subtenant shall return the Premises to Sublandlord in the same
condition in which Subtenant received the Premises, subject to reasonable wear
and tear. At Sublandlord's option, Subtenant shall also comply with all
requirements the Overlease would impose regarding Sublandlord's delivery of
Premises to Overlandlord at the expiration of the Overlease.

      5.2 QUIET ENJOYMENT. So long as Subtenant pays the Subrent and performs
its obligations under this Sublease, in all cases within any applicable notice
and cure periods, Subtenant shall peaceably have, hold and enjoy the Premises
during the Term, subject to the terms of the Overlease and this Sublease.

      5.3 INSURANCE. Subtenant shall provide all insurance required by the
Overlease, as incorporated in this Sublease with respect to the Premises during
the Term and shall deliver to Sublandlord upon execution of this Sublease and at
least thirty days before expiration of each insurance policy certificates of
such insurance, which certificates shall: (a) designate Sublandlord and
Overlandlord as an additional insureds; and (b) provide that the insurance they


                                       10
<Page>

evidence shall not be cancelled or terminated without 30 days prior written
notice to Sublandlord. In addition to the foregoing, Subtenant shall, at all
times that the Loan Agreement is in effect, maintain or cause to be maintained
all insurance required by the Loan Agreement.

      5.4 INDEMNITY. Sublandlord and Subtenant shall each indemnify and hold the
other harmless from and against any and all loss, liability or expense,
including reasonable attorneys' fees, incurred or suffered by the other party on
account of the indemnifying party's failure to perform its obligations, or
because of a material breach by the indemnifying party of any representation or
warranty made by it, under this Sublease (including the Overlease as
incorporated by reference) or the indemnifying party's negligence or
intentionally wrongful acts.

      5.5 DEFAULT; REMEDIES. If Subtenant shall fail to pay Fixed Rent on a
timely basis, or any other payment of Subrent after five (5) days' notice, such
event shall be an Event of Default hereunder. In addition, notwithstanding
anything to the contrary in this Sublease, if Subtenant defaults in performance
of any other material obligation under this Sublease or commits any other
material default under this Sublease, including the terms of the Overlease to
the extent incorporated in this Sublease, then Subtenant shall remedy such
default within the applicable cure period (if any) provided for in the
Overlease, as incorporated in this Sublease, which period shall automatically
commence to run against Subtenant at the same time it commences to run against
Sublandlord. If Subtenant fails to perform its obligations under this Sublease
(including failure to pay Subrent or any obligation under the Overlease as
incorporated by reference), then Sublandlord shall be entitled to exercise
against Subtenant all remedies provided for in the Overlease (as incorporated by
reference) in the case of Sublandlord's default under the Overlease, and any
other remedies available at law or in equity. To the extent that Subtenant's
default under this Sublease causes Sublandlord to incur liability to
Overlandlord or any Leasehold Mortgagee (as such term is defined in the
Overlease) (including any late fees, charges, or additional interest) or any
loss, cost, damage or expense to Overlandlord, including payment of any holdover
rent or other damages to Overlandlord (for the Premises or any part of it) if
Subtenant fails to vacate all or any portion of the Premises at the end of the
Term, Subtenant shall indemnify, defend, and hold harmless Sublandlord against
all such liability, loss, cost, damage, and expense, including the payment of
reasonable attorneys' fees.

      5.6 LOCKBOX. Notwithstanding anything to the contrary contained herein, if
an Event of Default has occurred and is continuing, then Subtenant shall send
out the notices required by and otherwise abide by the provisions of Section
7.3.7 of the Loan Agreement. Accordingly, (a) on or before the date hereof,
Subtenant shall have caused the Collection Account (as defined in the Loan
Agreement) to be established and shall otherwise have complied with the terms
and provisions of Section 3.13 of the Loan Agreement, and (b) from and after the
date hereof, Subtenant shall comply with the terms and provisions of Section
6.27 of the Loan Agreement. Notwithstanding the foregoing, each reference to
"Borrower" in those sections of the Loan Agreement referred to in this section
shall be deemed replaced by a reference to "Subtenant"; each reference to a
"Lease" in such sections of the Loan Agreement shall be deemed replaced by a
reference to a "Sub-sublease" (as hereinafter defined); and each reference to a
"tenant" in such sections of the Loan Agreement shall be deemed replaced by a
reference to a "Sub-subtenant" (as hereinafter defined).


                                       11
<Page>

      5.7 ADDITIONAL COVENANTS. Sublandlord and Sublandlord's designees shall
have access to the Premises throughout the Term on reasonable oral notice for
such purposes as Sublandlord may reasonably require. In entering the Premises,
Sublandlord shall comply with Subtenant's reasonable instructions. Subtenant
shall pay all New York City Commercial Rent Tax, if any, assessed, imposed, or
otherwise payable with respect to the Overlease, the Rent, this Sublease or the
Subrent, together with any and all property taxes assessed or payable against
Subtenant's subleasehold estate under this Sublease or personal property of any
kind, owned by or placed in, upon or about the Premises by Subtenant. If the
City or State of New York imposes any transfer tax on the creation of the
Overlease or this Sublease (a "NEW YORK TRANSFER TAX"), then Subtenant agrees to
pay such New York Transfer Tax. If during the Term any law is enacted that would
limit, control or stabilize the Subrent or extend the Term beyond the Term
expressly provided for in this Sublease, then Subtenant agrees to and hereby
does waive any rights or benefits under such law.

6.    MISCELLANEOUS.

      6.1 SUBTENANT'S PURCHASE OPTION.

            6.1.1 TERMINATION RIGHTS. If, in the good faith judgment of
Subtenant, the Premises shall have become unsuitable for their continued use and
occupancy in the business of Subtenant by reason of a Condemnation or Casualty
(as such terms are defined in the Overlease), and Subtenant has determined to
discontinue the use of the Premises, then, in either case, Subtenant may deliver
an irrevocable Purchase Offer specifying a termination date of the Term (the
"TERMINATION DATE") (which date may only occur on the first business day of a
calendar month) which date shall not be less than thirty (30) days after the
delivery of such Purchase Offer. On the Termination Date, Subtenant shall pay to
Sublandlord (or its designee) the Termination Payment (as hereinafter defined)
by wire transfer of immediately available funds.

            6.1.2 "PURCHASE OFFER" means: an offer delivered by Subtenant to
Sublandlord executed by the president or any vice president of Subtenant,
irrevocably offering to purchase the Sublandlord's interest in the Overlease
pursuant to the provisions of SECTION 6.1.1 on any Termination Date specified in
such Purchase Offer at a price equal to One Dollar plus all amounts due and
payable under the Loan Documents, including, without limitation, the Make-Whole
Premium (as defined in the Loan Agreement) (the "TERMINATION PAYMENT"). If a
Purchase Offer is given pursuant to SECTION 6.1.1 by reason of a Condemnation,
such offer shall be for any remaining portion of the term of the Overlease and
the Condemnation Award payable to Sublandlord pursuant to the Overlease in
connection with the taking pursuant to which the Purchase Offer shall have been
given, or in the case of a taking of the entire Premises, the entire
Condemnation Award payable to Sublandlord pursuant to the Overlease in
connection therewith. If a Purchase Offer is given pursuant to SECTION 6.1.1, by
reason of a Casualty, such offer shall be for the Sublandlord's interest in the
Overlease together with all rights to receive the proceeds of any insurance
payable to Sublandlord pursuant to the Overlease in connection with the
Premises, and the right to receive from Sublandlord an amount equivalent to such
insurance proceeds paid or payable to Sublandlord or a Leasehold Mortgagee.


                                       12
<Page>

      6.2 BROKERS. Sublandlord and Subtenant each represents and warrants that
it has not dealt with any broker or agent in connection with this Sublease. Each
party shall indemnify, defend, and hold the other harmless from and against any
and all loss, cost, liability and expense (including payment of reasonable
attorneys' fees) incurred by such other party as a result of a party's breach of
its obligations under this paragraph or any inaccuracy in any representation or
warranty made by the indemnitor in this paragraph.

      6.3 LATE PAYMENTS. If Subtenant fails to pay any Subrent when and as due
under this Sublease, then without limiting Sublandlord's remedies, Subtenant
shall pay Sublandlord interest on such late payment at a rate equal to Contract
Interest Rate plus 5% per annum until paid.

      6.4 NOTICES. All notices under this Sublease shall be given, and shall
become effective, in accordance with the notice provisions of the Overlease. The
notice addresses of the parties are initially as set forth in the opening
paragraph of this Sublease (subject to change by notice). A copy of any notice
to a party shall be delivered to its attorney, if any, identified below.

            6.4.1 SUBLANDLORD. Copy of notice to be delivered to: General
Counsel, 60 Massachusetts Avenue, N.E., Washington, D.C. 20002.

            6.4.2 SUBTENANT. Copy of notice to be delivered to Latham & Watkins,
885 Third Avenue, Suite 1000, New York, New York 10022-4802, Attention: William
Voge, Esq.

      6.5 FURTHER ASSURANCES. Each party shall execute and deliver such further
documents, and perform such further acts, as may be reasonably necessary to
achieve the intent of the parties as expressed in this Sublease. Each party
shall deliver reasonable estoppel certificates within ten days after request by
the other party.

      6.6 INTERPRETATION. Although the first draft of this Sublease was prepared
by Sublandlord or Subtenant, both parties confirm that in doing so the party
preparing this Sublease has endeavored to prepare a balanced and reasonable
document that equitably considers the needs of both parties, and therefore this
Sublease shall not be construed against whichever party was the "drafter" of
this Sublease. Wherever either party agrees not to unreasonably withhold consent
to any matter, including pursuant to any provision of the Overlease, such
consent shall not be unreasonably conditioned or delayed.

      6.7 EXECUTION. This Sublease shall not be effective in any way (or create
any obligations of any kind) unless and until it has been executed and delivered
by both parties. This Sublease or any amendment hereto may be executed by
facsimile transmission. Any party executing this Sublease or any amendment
hereto by facsimile transmission covenants to promptly deliver four original
executed counterparts of this Sublease (or amendment hereto) to the other party.
This Sublease may be executed in counterparts.

      6.8 GOVERNING LAW. This sublease, its interpretation and performance, the
relationship between the parties, and any disputes arising from or relating to
any of the foregoing, shall be governed, construed, interpreted, and regulated
under the laws of the State, without regard to principles of conflict of laws.


                                       13
<Page>

      6.9 OTHER. This Sublease contains the entire agreement between the parties
and may not be changed orally. This Sublease shall bind the parties' successors
and assigns. A party's attorney, if actually authorized to do so, shall have the
power to give any notices, and to execute any amendments to this Sublease (and
consents and agreements to extend time related to this Sublease) on behalf of
such attorney's client. If Sublandlord assigns the Overlease, then: (a)
Sublandlord shall simultaneously assign this Sublease to the same assignee and
require such assignee to assume Sublandlord's obligations under this Sublease;
and (b) such assignment and assumption shall automatically relieve and release
Sublandlord from all its obligations under this Sublease.

      6.10 BOND LEASE. Any present or future law to the contrary
notwithstanding, this Sublease shall not terminate, nor shall Subtenant be
entitled to any abatement, suspension, deferment, reduction, setoff,
counterclaim, or defense with respect to the Subrent, nor shall the obligations
of Subtenant hereunder be otherwise affected, by reason of: (1) any defect in
the condition, merchantability, design, construction, quality or fitness for use
of the Premises or any part thereof, or the failure of the Premises to comply
with any legal requirements, including any inability to occupy or use any such
Premises by reason of such non-compliance; (2) any damage to, removal,
abandonment, salvage, loss, contamination of or release from, scrapping or
destruction of or any requisition or taking of any portion of the Premises or
any part thereof; (3) any restriction, prevention or curtailment of or
interference with the construction on or any use or any portion of the Premises
or any part thereof including eviction; (4) any defect in title to or rights to
any portion of the Premises or any lien on such title or rights or on any
portion of the Premises; (5) any change, waiver, extension, indulgence or other
action or omission or breach in respect of any obligation or liability of or by
Overlandlord, Sublandlord or any Leasehold Mortgagee; (6) any bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation or
other like proceedings relating to Overlandlord, Sublandlord, Subtenant or any
other Person, or any action taken with respect to this Sublease by any trustee
or receiver of Overlandlord, Sublandlord, Subtenant or any other Person, or by
any court, in any such proceeding; (7) any claim that Subtenant has or might
have against any Person, including without limitation Overlandlord, Sublandlord,
any Mortgagee, or any vendor, manufacturer, contractor of or for any portion of
the Premises; (8) any failure on the part of Overlandlord or Sublandlord to
perform or comply with any of the terms of the Overlease, this Sublease or of
any other agreement; (9) any invalidity or unenforceability or illegality or
disaffirmance of the Overlease, this Sublease or any provision thereof or hereof
against or by Overlandlord, Sublandlord or Subtenant or of any Leasehold
Mortgage or any document or instrument executed in connection with such
Leasehold Mortgage or by the parties thereto; (10) the impossibility or
illegality of performance by Overlandlord, Subtenant, Sublandlord or any of
them; (11) any action by any court, administrative agency or other governmental
authority; or (12) any other cause or circumstances whether similar or
dissimilar to the foregoing and whether or not Sublandlord or Subtenant shall
have notice or knowledge of any of the foregoing. Except as provided in SECTION
6.1 of this Sublease, Subtenant hereby specifically waives all rights, arising
from any occurrence whatsoever, which may now or hereafter be conferred upon it
by law (x) to surrender or terminate this Sublease or quit or surrender the
Premises or any portion thereof, or (y) to entitle Subtenant to any abatement,
reduction, suspension or deferment of the Subrent or other sums payable by
Subtenant hereunder. The obligations of Subtenant under this Sublease shall
continue


                                       14
<Page>

to be payable in all events unless such obligations shall be terminated pursuant
to the express provisions of SECTION 6.1 of this Sublease.

7.    NONDISTURBANCE OF SUB-SUBTENANTS.

      7.1 DEFINITIONS. For the purposes of this Section, the following terms
shall have the following meanings:

            An "SNDA" shall mean a subordination, nondisturbance, and attornment
agreement, in recordable form, in substantially the form of EXHIBIT "C",
modified as necessary in Subtenant's or any leasehold mortgagee's reasonable
judgment to reflect the parties and the nature and circumstances of the estates
that such SNDA affects.

            An "SNDA-ELIGIBLE SUBLEASE" shall mean a sub-sublease that Subtenant
(or any person claiming by or through Subtenant) enters into in good faith (a
"SUB-SUBLEASE") and the tenant thereunder a "SUB-SUBTENANT") provided that:

                        ARM'S LENGTH. The Sub-subtenant is not an Affiliate
            of the Subtenant and the Sub-sublease is entered into at arm's
            length;

                        OCCUPANCY. The Sub-sublease allows the Sub-subtenant
            to use and occupy its premises for commercial (not residential)
            purposes permitted by this Sublease;

                        NO DECLINING BASE SUBRENT. Payments of fixed or base
            Sub-subrent (as hereinafter defined) are not scheduled to decrease
            during the term of such Sub-sublease (but may abate based on account
            of casualty or condemnation or other contingencies commonly
            addressed in space leases);

                        FREE RENT. Any "free rent" or rent abatement periods
            are commercially reasonable; and

                        TERM. The term (including option and renewal terms)
            ends before the day before the Expiration Date.

      7.2 SNDA-ELIGIBLE SUBLEASES. Sublandlord shall, within ten (10) business
days after Notice from Subtenant at any time or from time to time, enter into
(and cause each leasehold mortgagee to join in) a recordable SNDA with any
Sub-subtenant, provided that: (a) such Sub-subtenant's sublease is an
SNDA-Eligible Sublease; (b) Subtenant gives Sublandlord a copy of such
Sub-sublease, which Sub-sublease shall contain all provisions required by and
otherwise comply with this Sublease; and (c) no uncured monetary default shall
exist hereunder. If Sublandlord fails to execute and return to Subtenant any
SNDA within ten (10) business days after Sublandlord's receipt of such SNDA,
then Sublandlord authorizes and instructs Subtenant to execute such SNDA on
Sublandlord's behalf. Sublandlord appoints Subtenant as Sublandlord's
attorney-in-fact, irrevocably, with full power of substitution, to execute and
deliver any such SNDA for and on behalf of Sublandlord. This appointment is
coupled with an interest and is irrevocable.


                                       15
<Page>

      7.3 SUBLEASE NEGOTIATIONS. If Subtenant intends to request an SNDA for any
Sub-sublease under negotiation, then Subtenant may deliver to Sublandlord a term
sheet for such Sub-sublease and request that Sublandlord promptly confirm that
nothing in the economic or business terms of such Sub-sublease, as set forth in
such term sheet, would cause the proposed Sub-sublease not to be an
SNDA-Eligible Sublease. Sublandlord shall not withhold such confirmation absent
a correct basis for doing so.

      7.4 AMENDMENTS TO SNDA-ELIGIBLE SUBLEASES. If Sublandlord receives notice
(which notice includes a copy) of any amendment of any Sub-sublease for which
Sublandlord delivered an SNDA, then Sublandlord shall, within ten (10) business
days after receipt of such notice, either: (a) notify Subtenant and
Sub-subtenant that, after such amendment, the Sub-sublease remains an
SNDA-Eligible Sublease; or (b) notify Subtenant and Sub-subtenant that, taking
into account such amendment, the Sub-sublease is no longer an SNDA-Eligible
Sublease, on reasonable grounds set forth in such notice in reasonable detail.
If Sublandlord fails to deliver the notice described in the preceding sentence
to Subtenant within such period, then Sublandlord shall be deemed to have
delivered a notice as described in clause "a." Subtenant and Sub-subtenant may
rely on any such notice or deemed notice. If Sublandlord and Subtenant cannot
resolve any dispute about whether a proposed Sub-sublease (as amended) remains
an SNDA-Eligible Sublease within 30 days after Sublandlord delivers a notice
described in clause "b," then the parties shall expeditiously seek to resolve
such dispute. If it is ultimately determined that Sublandlord was correct, then
Subtenant and such Sub-subtenant may rescind the affected amendment, whereupon
the status of the sublease as an SNDA-Eligible Sublease shall be determined as
if such amendment had never been executed.

      7.5 COLLECTION OF SUBRENT. Sublandlord shall not collect rent from any
Sub-subtenant ("SUB-SUBRENT") unless: (a) an SNDA to which Subtenant has
consented in writing gives Sublandlord authority to collect Sub-subrent; and (b)
an Event of Default has occurred and is continuing (in which case such
Sub-subrent shall be deposited in the manner contemplated in SECTION 5.6
hereof). If Sublandlord collects any Sub-subrent, then Sublandlord shall apply
it first to pay all Rent then due hereunder. If Sublandlord collects
Sub-subrent, Subtenant cures all Events of Default, and this Sublease has not
been terminated, then Sublandlord shall, at Subtenant's expense (including
Sublandlord's legal costs), give each Sub-subtenant a notice rescinding
Sublandlord's collection of Sub-subrent.


                                       16
<Page>

            IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this
Sublease.

SUBLANDLORD

Penn Station Leasing, LLC, a Delaware
limited liability company


--------------------------
By:  Dale M. Stein
Its: Officer

Tax Identification Number:

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

Date Executed:  June ___, 2001


SUBTENANT

National Railroad Passenger Corporation, a
District of Columbia corporation


--------------------------
By:  Dale M. Stein
Its: authorized signatory

Tax Identification Number:

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

Date Executed: June ___, 2001


The undersigned has executed this Facility Sublease to evidence its consent to
the execution and delivery hereof by Penn Station Leasing, LLC.

                                       National Railroad Passenger Corporation

                                       By:
                                          ------------------------------------
                                          Name:  Dale M. Stein
                                          Title: its authorized signatory

Attachments:

Index of Defined Terms
Annex 1  = Rent Schedule
Annex 2  = Termination Payments
Exhibit A = Description of Overlease and All Amendments
Exhibit B = Diagram of Premises and Reserved Premises
Exhibit C = SNDA


                                       17
<Page>

                            INDEX OF DEFINED TERMS

Additional Services                                      5
Additional Subrent                                       3
Commencement Date                                        1
Execution Date                                           1
Expiration Date                                          1
Fair Market Rental Value                                 3
Fixed Subrent                                            2
Loan Agreement                                           3
New York Transfer Tax                                   12
Northeast Corridor Business and Assets                   7
Option Term                                              2
Original Overlease                                       1
Overlandlord                                             1
Overlease                                             1, 6
Purchase Option                                         12
Rating Agency Confirmation                               7
Renewal Option                                           1
Renewal Term                                             1
SNDA                                                    15
SNDA-Eligible Sublease                                  15
Sublandlord                                              1
Sublandlord's Rent                                       5
Sublease                                                 1
Subrent                                                  2
Sub-sublease                                            15
Sub-subrent                                             16
Sub-subtenant                                           15
Subtenant                                                1
Subtenant Party                                          9
Term                                                  1, 2
Termination Payment                                     12
<Page>

                                    ANNEX 1

                                 RENT SCHEDULE

See attached.
<Page>

                                    ANNEX 2

See SECTION 6.1.2 for calculation of the Termination Payment.
<Page>

                                   EXHIBIT A

                              OVERLEASE DOCUMENTS

Prime Lease, dated as of June 20, 2001, by and between National Railroad
Passenger Corporation, as landlord, and Penn Station Leasing, LLC, as tenant
<Page>

                                   EXHIBIT B

                              DIAGRAM OF PREMISES
                             AND RESERVED PREMISES
<Page>

                                   EXHIBIT C

                                 FORM OF SNDA


                         SUBORDINATION, ATTORNMENT AND
                           NONDISTURBANCE AGREEMENT

                                    between

                           Penn Station Leasing, LLC
                                ("SUBLANDLORD")

                                      and

                            ----------------------
                               ("SUB-SUBTENANT")

                         Dated as of ________ __, 20__


                             Record and Return to:

                               Latham & Watkins
                         885 Third Avenue, Suite 1000
                           New York, New York 10022
                            James I. Hisiger, Esq.
<Page>

            SUBORDINATION, ATTORNMENT AND NONDISTURBANCE AGREEMENT

            THIS SUBORDINATION, ATTORNMENT AND NONDISTURBANCE AGREEMENT (this
"AGREEMENT"), made as of __________, 20__ (the "EFFECTIVE DATE"), by and between
Penn Station Leasing, LLC, a Delaware limited liability company, having an
office at 60 Massachusetts Avenue, N.E., Washington, D.C. ("SUBLANDLORD"), and
__________________, a ___________________, having an office at
______________________ ("SUB-SUBTENANT"),

                             W I T N E S S E T H :

            WHEREAS, Sublandlord is the tenant under that certain Prime Lease,
dated as of June 20, 2001, between National Passenger Railroad Passenger
Corporation, as landlord, and Sublandlord, as tenant, demising certain real
property located in the County, City and State of New York, which real property
is more particularly described on EXHIBIT "A" annexed hereto and made a part
hereof, and certain improvements and other items of property more fully
described in the Sublease (such real property, improvements and other property
being hereinafter referred to collectively as the "PREMISES");

            WHEREAS, Sublandlord is the sublandlord under that certain Facility
Sublease (the "SUBLEASE"), dated as of June 20, 2001, between Sublandlord, as
sublandlord, and National Passenger Railroad Corporation, as subtenant
("SUBTENANT"), by which Sublandlord demised to Subtenant the Premises;

            WHEREAS, Sub-subtenant has entered into that certain
____________________, dated as of __________ __, 20__, with Subtenant, as
sub-sublandlord (the "SUB-SUBLEASE"), by which Subtenant demised to
Sub-subtenant a portion of the Premises (the "LEASED PREMISES")

            WHEREAS, a true and complete copy of the Sub-sublease has been
delivered to Sublandlord by Sub-subtenant, the receipt of which is hereby
acknowledged;

            WHEREAS, Sublandlord and Sub-subtenant desire to confirm the
subordination of the Sub-sublease to the Sublease and to provide for the
nondisturbance of Sub-subtenant by Sublandlord as set forth herein.

            NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, and intending to be legally bound, Sublandlord and
Sub-subtenant agree as follows:

      1. The Sub-sublease, its terms and conditions, and the lien thereof (if
any) now are and shall at all times continue to be subject and subordinate in
each and every respect to the Sublease, its terms and the lien (if any) thereof.
The provisions of this Agreement shall be self-operative, and no further
instrument shall be necessary to effectuate the terms hereof. Nevertheless,
Sub-subtenant, upon request, shall execute and deliver any certificate or other
instrument, in form and substance reasonably acceptable to Sub-subtenant, that
Sublandlord may reasonably request to confirm the subordination by Sub-subtenant
referred to above.
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      2. Sub-subtenant certifies that (a) the Sub-sublease is presently in full
force and effect and unmodified, and represents the entire agreement between
Subtenant and Sub-subtenant with respect to the Leased Premises or any portion
thereof; (b) no rental payable under the Sub-sublease has been paid more than
one (1) month in advance of its due date; (c) no event has occurred that
constitutes a default under the Sub-sublease by Subtenant or Sub-subtenant or
that, with the giving of notice, the passage of time, or both, would constitute
such a default; (d) as of the Effective Date, Sub-subtenant has no charge,
defense, lien, claim, counterclaim, offset or setoff under the Sub-sublease or
against any amounts payable thereunder; (e) all conditions to the effectiveness
or continuing effectiveness of the Sub-sublease required to be satisfied as of
the Effective Date have been satisfied; (f) the commencement date of the
Sub-sublease occurred on the Effective Date; and (g) Sub-subtenant has taken
possession of the Leased Premises.

      3. The terms and conditions of the Sub-sublease constitute a primary
inducement to Sublandlord to enter into this Agreement. Accordingly,
Sub-subtenant agrees that Sub-subtenant shall not cancel, surrender, terminate,
assign, amend or modify the Sub-sublease without the prior written approval of
Sublandlord, such approval not to be unreasonably withheld. Any cancellation,
surrender, termination, assignment, amendment or modification (except as
expressly set forth to the contrary in the preceding sentence) of the
Sub-sublease made without Sublandlord's prior written approval shall not bind
Sublandlord or any Successor (as defined below).

      4. In the event of any default on the part of Subtenant, arising out of or
accruing under the Sub-sublease, whereby the validity or the continued existence
of the Sub-sublease might be impaired or terminated by Sub-subtenant, or
Sub-subtenant might have a claim for partial or total eviction or abatement of
rent, Sub-subtenant shall not pursue any of its rights with respect to such
default or claim, and no notice of termination of the Sub-sublease as a result
of such default shall be effective, unless and until Sub-subtenant has given
written notice of such default or claim to Sublandlord at the address set forth
herein, or Sublandlord's successor or assign whose name and address previously
shall have been furnished to Sub-subtenant in writing (but not later than the
time that Sub-subtenant notifies Sublandlord of such default or claim) and
granted to Sublandlord a reasonable time, which shall be the greater of (i) the
period of time granted to Subtenant under the Sub-sublease, or (ii) thirty (30)
days, after the giving of such notice by Sub-subtenant to Sublandlord, to cure
or to undertake the elimination of the basis for such default or claim, after
the time when Sublandlord shall have become entitled under the Sub-sublease to
cure the cause of such default or claim; it being expressly understood that (a)
if such default or claim cannot reasonably be cured within such cure period,
Sublandlord shall have such additional period of time to cure same as it
reasonably determines is necessary, so long as it continues to pursue such cure
with reasonable diligence, and (b) Sublandlord's right to cure any such default
or claim shall not be deemed to create any obligation for Sublandlord to cure or
to undertake the elimination of any such default or claim.

      5. As long as (i) the term of the Sub-sublease shall have commenced
pursuant to the provisions thereof, (ii) Sub-subtenant shall be in possession of
the Leased Premises, (iii) the Sub-sublease shall be in full force and effect,
and (iv) Sub-subtenant is in compliance with the terms of this Agreement and no
default exists under the Sub-sublease beyond applicable cure periods, nor has
any event occurred that with the giving of notice or the passage of time or both
would
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entitle Subtenant to terminate the Sub-sublease or would cause, without any
further action by Subtenant, the termination of the Sub-sublease or would
entitle Subtenant to dispossess Sub-subtenant under the Sub-sublease (conditions
"i" through "iv," collectively, the "NONDISTURBANCE CONDITIONS"), Sublandlord
shall not name Sub-subtenant as a party defendant in any action for foreclosure
of the Sublease or other enforcement thereof (unless required by law), nor shall
the Sub-sublease be terminated by Sublandlord in connection with or by reason of
foreclosure or other proceedings for the enforcement of the Sublease or by
reason of a transfer of Sublandlord's interest in the Leased Premises or under
the Sub-sublease pursuant to a conveyance in lieu of foreclosure (or similar
device) (any of the foregoing, a "FORECLOSURE"), nor shall Sub-subtenant's use
or possession of the Leased Premises be interfered with by Sublandlord, unless
Subtenant would have had such right.

      6. If Subtenant's interest in the Leased Premises or under the
Sub-sublease is terminated by reason of a Foreclosure (the party succeeding to
Subtenant's interest, if any, in the Leased Premises or under the Sub-sublease,
by Foreclosure or any other method, being hereinafter referred to, together with
such party's successors and assigns, as "SUCCESSOR"), then upon Successor's
succeeding to Subtenant's interest in the Leased Premises or under the
Sub-sublease, Sub-subtenant shall be bound to Successor, and, except as provided
in this Agreement, Successor shall be bound to Sub-subtenant, under all the
terms, covenants and conditions of the Sub-sublease for the balance of the term
thereof remaining, with the same force and effect as if Successor were
Subtenant, and Sub-subtenant does hereby agree to attorn to Successor, including
Sublandlord if it be the Successor, as Sub-subtenant's sub-sublandlord; affirm
Sub-subtenant's obligations under the Sub-sublease; and make payments of all
sums due under the Sub-sublease to Successor. Such attornment, affirmation and
agreement shall be effective and self-operative without the execution of any
further instruments. Sub-subtenant waives the provisions of any statute or rule
of law now or hereafter in effect that may give or purport to give Sub-subtenant
any right or election to terminate or otherwise adversely affect the
Sub-sublease or the obligations of Sub-subtenant thereunder by reason of any
Foreclosure.

      7. As an additional material inducement to Sublandlord to enter into this
Agreement, Sub-subtenant agrees that if Subtenant is the subject of any
proceeding (a "BANKRUPTCY PROCEEDING") under the provisions of the Bankruptcy
Code, 11 U.S.C. ss.101 ET SEQ., as in effect, or as hereafter amended, or under
the provisions of any successor statute thereto (collectively, the "CODE"), then
Sub-subtenant shall take all actions reasonably necessary to retain possession
of the Leased Premises (whether or not Subtenant, pursuant to the Code or
otherwise, attempts to reject the Sub-sublease) so as to enable Sub-subtenant to
continue to lease and occupy the Leased Premises on all or substantially all
terms of the Sub-sublease. During any Bankruptcy Proceeding Sub-subtenant shall,
unless the Sub-sublease has already been terminated in accordance with its terms
and the terms of this Agreement: (i) not terminate the Sub-sublease except in
accordance with the Sub-sublease and this Agreement; (ii) not give up possession
of the Leased Premises (if Sub-subtenant is already in such possession); and
(iii) if Sub-subtenant is not yet in possession of the Leased Premises prior to
the commencement of the Bankruptcy Proceeding, then Sub-subtenant shall take all
steps reasonably necessary to cooperate with Sublandlord in attempting to obtain
possession of the Leased Premises for Sub-subtenant provided that (a)
Sublandlord exercises its reasonable efforts (excluding the making of any
payments to, or for the benefit of, Sublandlord or its estate, or to any other
party, which payments
<Page>

Sublandlord is not otherwise required to make under this Agreement) to obtain
possession of the Leased Premises for Sub-subtenant, and (b) Sublandlord
notifies Sub-subtenant that Sublandlord reasonably believes that it will be able
to obtain such possession for Sub-subtenant on or before a date that is within
one hundred twenty (120) days after such proceeding commenced. If Sub-subtenant
does not obtain possession of the Leased Premises within one hundred twenty
(120) days after commencement of such proceeding, or Sublandlord fails to comply
with clauses (a) and (b) above, then Sub-subtenant shall have no further
obligations under this paragraph to cooperate with Sublandlord in obtaining
possession of the Leased Premises and Sub-subtenant may terminate the
Sub-sublease.

      8. If (i) Subtenant becomes the subject of a Bankruptcy Proceeding, and
Sublandlord, as debtor-in-possession, or any trustee, as successor-in-interest
to Subtenant, obtains an order of the bankruptcy court or other court of
competent jurisdiction authorizing the rejection of the Sub-sublease in
accordance with Section 365 of the Code, or the Sub-sublease is otherwise
terminated in such Bankruptcy Proceeding, and (ii) thereafter, Sublandlord or
any other person shall acquire title to the Leased Premises through Foreclosure
or by any other means (including a sale of the Leased Premises pursuant to the
Code), then the person so acquiring title to the Leased Premises shall also be a
"SUCCESSOR" for all purposes of this Agreement. If the Sub-sublease is
terminated or rejected in or as a result of a Bankruptcy Proceeding, then:

A. Upon request made by Sub-subtenant to Successor within thirty (30) days after
Sub-subtenant receives notice from Successor that Successor has obtained title
to the Leased Premises, and provided that immediately prior to such Sub-sublease
rejection or termination the Nondisturbance Conditions were satisfied and at the
time of such request Sub-subtenant is in possession of the Leased Premises,
Successor, if and to the extent that it has the legal right and power to do so
(without incurring any expenses or liabilities), shall enter into a new
sub-sublease with Sub-subtenant upon the same terms and conditions as were
contained in the Sub-sublease, except that (x) the obligations and liabilities
of such Successor under any such new sub-sublease shall be subject to the terms
and conditions of this Agreement, and (y) the expiration date of such new
sub-sublease shall coincide with the original expiration date of the
Sub-sublease (a "NEW SUB-SUBLEASE").

B. Upon Successor's written request of Sub-subtenant made within sixty (60) days
after Successor has acquired title to the Leased Premises, Sub-subtenant shall
execute a New Sub-sublease with Successor, and shall attorn to Successor, so as
to establish direct privity between Successor and Sub-subtenant.

      9. Notwithstanding anything to the contrary in the Sub-sublease, any New
Sub-sublease, or this Agreement, any Successor shall not (a) be subject to any
credits, offsets, defenses, claims, counterclaims or demands that Sub-subtenant
might have against any prior sub-sublandlord (including, without limitation,
Subtenant); (b) be bound by any previous modification or amendment of the
Sub-sublease or by any rent or additional rent that Sub-subtenant might have
paid for more than the current month to any prior sub-sublandlord, unless such
modification or prepayment shall have been made with Sublandlord's prior written
consent or otherwise permitted hereunder; (c) be bound by any covenant to
undertake or complete any improvement to the Leased Premises, or to reimburse or
pay Sub-subtenant for the cost of any
<Page>

such improvement; (d) be required to perform or provide any services not related
to possession or quiet enjoyment of the Leased Premises; (e) be required to
account for any security deposit other than any security deposit actually
delivered to Successor; or (f) be required to abide by any provisions for the
diminution or abatement of rent.

      10. Notwithstanding anything to the contrary in this Agreement, the
Sub-sublease, or any New Sub-sublease, if Successor acquires Subtenant's
interest, if any, in the Leased Premises, then Successor's liability for its
obligations under the Sub-sublease (or any New Sub-sublease) and this Agreement
shall be limited to Successor's interest in the Leased Premises. Sub-subtenant
shall not look to any other property or assets of Successor or the property or
assets of any of the partners, shareholders, directors, officers and principals,
direct and indirect, of Successor in seeking either to enforce Successor's
obligations under the Sub-sublease (or any New Sub-sublease) and this Agreement
or to satisfy a judgment for Successor's failure to perform such obligations.

      11. This Agreement may not be modified except by an agreement in writing
signed by the parties hereto or their respective successors in interest. This
Agreement shall inure to the benefit of and be binding upon the parties hereto
(and shall benefit any Successor), and the successors and assigns of the
foregoing.

      12. Nothing contained in this Agreement shall in any way impair or affect
the rights created by the Sublease or modify the terms thereof. By executing and
delivering this Agreement, Sublandlord shall not be deemed to have (i) waived
any default under the Sublease, (ii) modified the Sublease in any manner, or
(iii) waived any rights or remedies it possesses under the Sublease or
otherwise. In the event any conflict, inconsistency or ambiguity exists between
the terms, covenants and conditions of the Sub-sublease and the terms, covenants
and conditions of the Sublease, the terms, covenants and conditions of the
Sublease shall control, except as specifically and expressly set forth herein.

      13. Sub-subtenant agrees and confirms that this Agreement satisfies any
condition or requirement in the Sub-sublease or otherwise relating to the
granting of a nondisturbance agreement. Sub-subtenant further agrees that if
there is any inconsistency between the terms and provisions hereof and the terms
and provisions of the Sub-sublease relating to nondisturbance by Sublandlord,
the terms and provisions hereof shall be controlling.

      14. Sub-subtenant acknowledges that it has notice that the Sub-sublease
and the rent and all other sums due thereunder have been assigned to
Sublandlord. If Sublandlord notifies Sub-subtenant of Sublandlord's election
under the Sublease to collect rent and all other sums due under the
Sub-sublease, and demands that Sub-subtenant pays same to Sublandlord,
Sub-subtenant agrees that it will honor such demand and pay its rent and all
other sums due under the Sub-sublease directly to Sublandlord or as directed by
Sublandlord, notwithstanding any contrary claims, directions, or instructions by
Sublandlord or parties claiming through Sublandlord, other than Sublandlord.

      15. All notices, demands or requests made pursuant to, under, or by virtue
of this Agreement must be in writing and mailed to the party to whom the notice,
demand or request is
<Page>

being made by certified or registered mail, return receipt requested, at its
address set forth above. A copy of all notices to Sublandlord shall also be sent
to Latham & Watkins, 885 Third Avenue, Suite 1000, New York, New York
10022-4802, Attention: James I. Hisiger, Esq. A copy of all notices to
Sub-subtenant shall also be sent to: ________________________________. Any party
may change the place that notices and demands are to be sent by written notice
delivered in accordance with this Agreement.

      16. This Agreement shall be governed by the laws of the State of New York.
If any term of this Agreement or the application thereof to any person or
circumstances shall to any extent be invalid or unenforceable, the remainder of
this Agreement or the application of such term to any person or circumstances
other than those as to which it is invalid or unenforceable shall not be
affected thereby, and each term of this Agreement shall be valid and enforceable
to the fullest extent permitted by law.

      17. Each party shall execute and deliver, upon the request of the other,
such documents and instruments (in recordable form, if requested) as may be
necessary or appropriate to fully implement or to further evidence the
understandings and agreements contained in this Agreement. This Agreement may be
executed in any number of counterparts.

            IN WITNESS WHEREOF, the parties hereto have hereunto caused this
Agreement to be duly executed as of the Effective Date.

SUB-SUBTENANT                              SUBLANDLORD

                                           PENN STATION LEASING, LLC, a Delaware
                                           limited liability company
____________________________               By:_______________________
By:_________________________               Name: ________________
Its:_________________________              Title:  ________________
<Page>

                                ACKNOWLEDGMENTS

                               [TO BE INSERTED.]

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                                  EXHIBIT "A"

                        Description of Leased Premises