AMENDED, RESTATED AND CONSOLIDATED PROMISSORY NOTE

$425,000,000                                                  December 13, 1999
                                                             New York, New York

         This Amended,  Restated and  Consolidated  Promissory Note, dated as of
December 13, 1999, by 1290 PARTNERS,  L.P., a Delaware limited  partnership (the
"Borrower"),  to GENERAL  ELECTRIC CAPITAL  CORPORATION,  a New York corporation
(the "Lender").

                              W I T N E S S E T H :
                              - - - - - - - - - --

         A. Lender is the present  owner and holder of those  certain  bonds and
promissory  notes  described on Exhibit A attached hereto and made a part hereof
(collectively,   the  "Existing  Notes"),   which  Existing  Notes  evidence  an
indebtedness  of  Borrower  to Lender  in the  outstanding  principal  amount of
$425,000,000.

         B. Borrower and Lender have agreed in the manner  hereinafter set forth
to  (i)  combine  and   consolidate   the  Existing  Notes  and  the  respective
indebtednesses  evidenced  thereby and (ii)  amend,  modify and restate in their
entirety  the terms and  provisions  of the Existing  Notes,  as so combined and
consolidated, on the terms and conditions hereinafter set forth.

         C. Borrower intends these Recitals to be a material part of this Note.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

         I. The  Existing  Notes  and the  respective  indebtednesses  evidenced
thereby are each hereby  combined and  consolidated  so that together they shall
constitute in law but one  indebtedness  in the  principal sum of  $425,000,000,
together  with  interest  thereon  as  hereinafter  provided,   and  the  terms,
covenants,  conditions and provisions of the Existing  Notes, as so combined and
consolidated,  are hereby  modified,  amended and restated in their  entirety so
that henceforth the terms, covenants,  conditions and provisions of the Existing
Notes shall read and be as set forth in this Note and Borrower  agrees to comply
with and be subject to all of the terms, covenants and conditions of this Note.

         II.  The  parties  hereto  certify  that this Note  evidences  the same
indebtedness  evidenced by the Existing  Notes and evidences no further or other
indebtedness  or  obligation.  Neither this Note nor anything  contained  herein
shall be construed as a novation of Borrower's  indebtedness to Lender or of the
Existing  Notes,  which  shall  remain  in  full  force  and  effect  as  hereby
consolidated, confirmed, modified, restated and superseded.



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         III.  This  Note  is an  extension  and  continuation  of the  existing
indebtedness evidenced by the Existing Notes and is issued in replacement of and
substitution for the Existing Notes.

         IV. The Existing Notes, as consolidated, modified and restated in their
entirety pursuant to this Note, and the obligations of Borrower thereunder,  are
hereby  ratified and confirmed,  and shall remain in full force and effect until
the full performance and satisfaction of all obligations of Borrower hereunder.

         NOW, THEREFORE, Borrower and Lender agree as follows:

         Borrower hereby  promises to pay to the Lender,  for the account of its
respective  Applicable Lending Offices provided for by the Agreement referred to
below, at the principal office of General Electric Capital Corporation, 125 Park
Avenue, New York, New York 10017, the principal sum of Four Hundred  Twenty-Five
Million  Dollars  ($425,000,000)  (or such  lesser  amount  as shall  equal  the
aggregate  unpaid  principal  amount  of the  Loans  made by the  Lender  to the
Borrower under the  Agreement),  in lawful money of the United States of America
and in immediately  available  funds, on the dates and in the principal  amounts
provided in the Agreement, and to pay interest on the unpaid principal amount of
each such  Loan,  at such  office,  in like  money  and  funds,  for the  period
commencing  on the date of such Loan until  such Loan shall be paid in full,  at
the rates per annum and on the dates provided in the Agreement.

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

         This Note is one of the Notes referred to in the Loan  Agreement  dated
as of December 13, 1999 (as modified and supplemented and in effect from time to
time,  the  "Agreement")  between  the  Borrower,   the  lenders  party  thereto
(including   the  Lender)  and  General   Electric   Capital   Corporation,   as
Administrative  Agent, and evidences Loans made by the Lender thereunder.  Terms
used but not defined in this Note have the respective  meanings assigned to them
in the Agreement.

         The  Agreement  provides for the  acceleration  of the maturity of this
Note upon the occurrence of certain events and for prepayments of Loans upon the
terms and conditions specified therein.

         Except as permitted by Sections 11.9 and 11.24 of the  Agreement,  this
Note may not be assigned by the Lender to any other Person.


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         Notwithstanding  anything  to the  contrary  in this  Note,  Borrower's
liability under this Note is subject to the limitations on liability  provisions
of  Article  12 of the Loan  Agreement,  the terms and  provisions  of which are
incorporated herein by reference.


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



BORROWER:           1290 PARTNERS, L.P., a Delaware limited partnership

                    By:  1290 GP Corp., a Delaware corporation, its
                         general partner

                         By:/s/ Andrew S. Cohen
                            ------------------------------------------
                            Name:  Andrew S. Cohen
                            Title: Vice President



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