Ex-10.47

                       SECOND AMENDMENT TO LOAN AGREEMENT

     THIS SECOND  AMENDMENT TO LOAN AGREEMENT  (this  "Amendment") is made as of
January 31, 2002 ("Second Amendment Date") by  and between FRIT PRT LENDING LLC,
a Delaware  limited  liability  company  ("Lender")  and PRIME  RETAIL,  L.P., a
Delaware limited partnership ("Borrower").

                              W I T N E S S E T H:

     WHEREAS, Lender and Borrower have entered into that certain Loan Agreement,
dated as of December 22, 2000 (as amended by First  Amendment to Loan  Agreement
dated as of January 11, 2002,  the  "Original  Loan  Agreement",  and as further
amended  by this  Amendment,  the  "Loan  Agreement"),  providing  for a loan to
Borrower in the original amount of $90,000,000.00 (the "Loan"); and

     WHEREAS,  Borrower and Lender desire to enter into this  Amendment in order
to amend,  modify and  supplement  certain terms and  conditions of the Original
Loan Agreement.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained,  the parties hereto amend the Original Loan  Agreement,  and covenant
and agree, as follows:

1. Defined Terms. Terms used herein and not defined herein shall have the
meanings provided therefor in the Original Loan Agreement, provided, however,
that effective from (and including) January 1, 2002 and thereafter, the term
"Applicable Interest Rate" as used in the Loan Agreement shall be and hereby is
amended and restated to have the following meaning:

                  "Applicable  Interest  Rate" shall  mean the rate which is the
         LIBOR Rate plus 975 basis points (9.75%) per annum, which  sum shall be
         rounded up to the nearest one-eighth of one percent (0.125%), and which
         shall  be  adjusted  on  each  LIBOR Adjustment Date, provided that the
         Applicable Interest Rate shall not in any event be less than 1475 basis
         points (14.75%) per annum.

     Further, the term "Minimum Monthly Amortization Amount" as used in the Loan
Agreement  shall be and hereby is amended  and  restated  to have the  following
meaning:

                  "Minimum   Monthly    Amortization   Amount"  shall  mean  (a)
         $1,000,000.00  for  each of the first twelve (12) monthly Payment Dates
         (ending on, and including, the Payment Date which is the first Business
         Day of  January, 2002),  (b) $800,000.00  for each of the second twelve
         (12) monthly Payment Dates  (ending on, and including, the Payment Date
         which is the  first  Business  Day  of January, 2003)(the Payment Dates
         referred to in this clause  (b) are herein sometimes referred to as the
         "2002 Payment Dates"), and (c) $2,333,000.00 for the Payment Date which
         is the first  Business  Day  of February, 2003 and each monthly Payment
         Date  thereafter;  provided, that  if  no  Event  of Default exists and
         Borrower demonstrates to Lender's satisfaction (Lender's determinations
         in this  respect  being  made in Lender's sole and absolute discretion)
         that  Borrower  has  incurred  net  reductions  in  actual cash flow in
         calendar  year  2002 (not otherwise offset by virtue of higher revenues
         or lower  expenses  in respect of other aspects of Borrower's direct or
         indirect operations and capital programs in relation to Borrower's 2002
         budget  and business plan previously submitted to Lender) due to tenant
         bankruptcies  occurring  in calendar year 2002 which were unplanned and
         not  foreseen  by  Borrower  or  Lender to occur in calendar year 2002,
         including  losses  due to rent defaults on the part of bankrupt tenants
         occurring  prior  to  such tenants' bankruptcy filings, so long as such
         bankruptcy  filings actually occur ("Proven Unplanned Tenant Bankruptcy
         Losses"), Lender  may  elect by written notice to Borrower, if Borrower
         requests and Lender determines in Lender's sole and absolute discretion
         that an adjustment to the amount  of the Loan amortization is necessary
         and appropriate under the circumstances (including a determination that
         no other cash reserves are available to Borrower to address the Proven
         Unplanned Bankruptcy Losses) and will result in increased Borrower cash
         flow sufficient to pay all Borrower's operating costs and expenses for
         the  foreseeable  future  notwithstanding   the  occurrence  of  Proven
         Unplanned Tenant Bankruptcy Losses, to reduce the amount of the Minimum
         Monthly  Amortization Amount payable on one or more of the 2002 Payment
         Dates  occurring  after such written notice is given by Lender, in each
         case  in  an  amount  determined  by  Lender,  but in no event will the
         Minimum Monthly Amortization Amount be reduced below $500,000.
<PAGE>
     In  addition,  the term  "Applicable  Current Pay Rate" as used in the Loan
Agreement shall have the following meaning:

                  "Applicable  Current  Pay  Rate"  shall  mean  the  Applicable
        Interest Rate less 25 basis points (0.25%) per annum.

     Also, the term "Deferred Interest" as used in the Loan Agreement shall have
the following meaning:

                  "Deferred  Interest"  shall  mean  the  amount  determined  by
         subtracting  the  interest  accruing  on  the Loan from (and including)
         January 1, 2002   and   thereafter  calculated  on  the  basis  of  the
         Applicable Interest Rate and interest accruing on the Loan for the same
         period calculated on the basis of the Applicable Current Pay Rate.

     Finally,  the definition of "Available  Consolidated  Cash Flow" as used in
the Loan Agreement shall be amended as follows:

                  (i) the  parenthetical in  subparagraph (b) of such definition
         (as it appears  in  Exhibit B of  the  Loan Agreement), which presently
         reads  "(other than the  payment of Available  Consolidated Cash Flow)"
         shall be  and  hereby  is  amended  and restated to read and provide as
         follows:

                  "(other  than  payments  made from Available Consolidated Cash
                  Flow and payments made from the Special Reserve Account)"; and

                  (ii) at  the  end of  the  text  of  subparagraph  (d) of such
         definition,  a semicolon,  rather than a period, shall be and hereby is
         added,  followed  by  the  addition  of  the  word  "plus"  after  such
         semi-colon  and  the  addition  of  a  new  subparagraph  (e)  to  such
         definition, which shall and hereby does read as follows:

                           "(e) actual  cash  payments  of  the  Monthly Special
                  Reserve  Deposits for deposit into the Special Reserve Account
                  during the immediately preceding Fiscal Quarter."

     2.  Amendment  Fee.  Borrower  shall pay to  Lender,  in  consideration  of
Lender's execution and delivery of this Second Amendment, an amendment fee equal
to $123,578.69,  which shall be deemed fully and irrevocably earned and shall be
paid in full on the Second Amendment Date.

     3.  Amendment and  Restatement  of Certain  Provisions.  Sections 2.5, 2.6,
2.7(a) and  2.7(b)(i)  of the Original  Loan  Agreement  are hereby  amended and
restated to read and provide as follows,  effective from (and including) January
1, 2002 and thereafter:
<PAGE>
                           "2.5     Loan Interest and Amortization.

                           (a) Borrower shall pay in advance on the Closing Date
         an  amount  equal to the interest accruing on the Loan from the Closing
         Date  until January 1, 2001. Commencing on February 1, 2001 (the "First
         Payment  Date"),  and  continuing on the first Business Day of each and
         every  successive  calendar month thereafter (each, including the First
         Payment Date,  a "Payment Date") through and including the Payment Date
         immediately  prior  to  the Maturity Date, Borrower shall pay to Lender
         monthly  payments  of accrued interest at the Applicable Interest Rate,
         provided, that Borrower shall not be obligated to pay Deferred Interest
         until  the  Maturity Date or upon the earlier occurrence of an Event of
         Default  or  a payment or prepayment of all or any portion of the Loan,
         at  which  time  the  Deferred Interest shall become due and payable in
         full (or, in the case of a partial prepayment of the Loan, the Deferred
         Interest shall be payable  in  full  with respect to the portion of the
         principal balance  of  the  Loan paid or prepaid). Without limiting the
         foregoing,  each  payment  of  principal  of the Loan, whether required
         under  the  provisions  of  Section 2.7 of this Agreement or otherwise,
         shall be accompanied by the Deferred Interest allocable to such portion
         of the Loan paid or prepaid.

                           (b) On  each  Payment Date, the Borrower shall pay to
         Lender, (i)  for  application  in reduction of the principal balance of
         the  Note,  the  Minimum  Monthly  Amortization  Amount  and  (ii)  the
         Additional Fee applicable thereto.

                           (c) Within  thirty (30) days following each Quarterly
         Payment  Date,  the  Borrower  shall pay to Lender, for application pro
         rata (i)  in  reduction  of  the  principal  balance  of the Loan, (ii)
         payment of  the Deferred Interest allocable to the principal balance of
         the Loan paid under this Section 2.5(c) and (iii) to the payment of the
         Additional Fee associated with such payment of the principal balance of
         the  Loan,  the  Available  Consolidated  Cash Flow for the immediately
         preceding  Fiscal  Quarter.  Borrower  covenants and agrees with Lender
         that Available Consolidated Cash Flow applicable to each Fiscal Quarter
         shall  be  available solely for the application to the Loan as required
         hereunder.  Notwithstanding  the thirty (30) day grace period specified
         hereunder,  Borrower  acknowledges  and  agrees  that it may only apply
         Available  Consolidated  Cash  Flow  with  respect  to  the immediately
         preceding  Fiscal  Quarter  to  the payment required under this Section
         2.5(c)  and  shall not apply Revenues attributable to periods after the
         applicable Quarterly Payment Date for such payment.

     2.6  Maturity.  The  entire  outstanding  principal  balance  of the  Note,
together  with accrued and unpaid  interest,  any  Additional  Fee and any other
amounts due under the Note and the other Loan Documents shall be due and payable
on September 30, 2003 (the "Maturity Date"), if not sooner paid in full pursuant
to Section 2.7.
<PAGE>
     2.7 Prepayments; Commitment Reductions.

                           (a)  Voluntary   Prepayment.    Except  for  required
         principal amortization pursuant to Section 2.5, Borrower may not prepay
         all or  any  part of the principal balance of the Loan until January 1,
         2002. On or after January 1, 2002, provided no Event of Default exists,
         the  principal  balance of the Note may be prepaid in whole or in part,
         provided  that  (i)  written  irrevocable  notice  of  such  prepayment
         specifying  the  intended  date of prepayment is received by Lender not
         more than  sixty (60) days and not less than ten (10) days prior to the
         date of  such  prepayment,  (ii) such prepayment must be accompanied by
         all  interest  accrued  but  unpaid  on  the  Loan  (including Deferred
         Interest  allocable  to  the  portion  of  the  Loan being prepaid, but
         excluding  Deferred  Interest for the portion of the Loan which remains
         outstanding), (iii)  such  prepayment  must  also be accompanied by all
         Breakage Costs,  if any, with respect to such prepayment, and (iv) such
         prepayment must also be accompanied by the Additional Fee and all other
         sums  due  hereunder or under the other Loan Documents through the date
         of such  prepayment. Notwithstanding anything to the contrary herein or
         in  the  Note, any notice of prepayment pursuant to this Section 2.7(a)
         shall  be  irrevocable  and the principal balance of the Note specified
         for  prepayment in  such notice shall be absolutely and unconditionally
         due  and  payable  on  the  date  specified  in such notice, unless (i)
         Borrower revokes such notice of prepayment in writing at least five (5)
         days prior to the date designated as the prepayment date in such notice
         of  prepayment,  and  (ii)  pays  all  of Lender's reasonable costs and
         expenses incurred related to such prospective prepayment.

                           (b)      Mandatory Prepayment.

     (i) Asset  Dispositions.  In the event of  receipt  by any  Borrower  Group
Member of Asset  Disposition  Net Proceeds,  the Borrower  shall prepay the Loan
(together  with interest  accrued on the portion of the Loan prepaid,  including
Deferred  Interest  allocable  to the  portion  of the  Loan  prepaid)  and  the
Additional Fee associated with such prepayment on the Business Day on which such
Asset Disposition Net Proceeds are received.

     Any and all  prepayments  of the Loan required under this Section 2.7 shall
be in  addition  to any and all  other  payments  and  prepayments  of the  Loan
required under Section 2.5 above or otherwise under this Agreement.  Any and all
expenses  of sale  incurred  or  proposed  to be  incurred  by  Borrower  or its
Affiliates,  and any and all closing and other prorations and other  adjustments
which affect the amount of Asset  Disposition Net Proceeds,  shall be subject to
prior  Lender  review and  written  approval,  which  shall not be  unreasonably
withheld with respect to customary closing expenses typical for a transaction of
the type being closed."

     4. Reduction of Working Capital Reserve.  The figure  $4,000,000  appearing
twice in Section 2.15 of the Original  Loan  Agreement,  once in Section 12.3 of
the Original Loan  Agreement  and in subpart (d) of the  definition of Available
Consolidated  Cash Flow in Exhibit B to the Original Loan Agreement shall be and
hereby is amended in each case to reduce such figure to $3,000,000, representing
a reduction,  from  $4,000,000 to $3,000,000,  in the required  minimum  Working
Capital  Reserve under the Loan  Agreement.  In no event shall  Special  Reserve
Funds in the Special  Reserve  Account  (each as defined in the revised  Section
2.7(b)(v)  set forth in  paragraph 6 below) be  included in the Working  Capital
Reserve or the determination of the amount thereof.
<PAGE>
     5.  Restatement  of Schedule V Covenants.  Schedule V of the Original  Loan
Agreement  is hereby  amended  and  restated  to read as  provided in Schedule V
attached  to this  Amendment  and  hereby  made a part  hereof  and of the  Loan
Agreement by this reference  ("Amended  Schedule V"). All references in the Loan
Agreement to "Schedule V Covenants"  shall mean and refer to the  covenants  and
agreements set forth on Amended Schedule V.

     6. Revisions to Section 12.3. The parenthetical  phrase "(provided,  in the
aggregate, there are sufficient funds in the six Deposit Accounts to reserve for
the payment of all  interest on the Note coming due on the next Payment Date and
for the payment of the Minimum Monthly  Amortization  Amount plus the Additional
Fee  applicable  thereto  coming  due on the  next  Payment  Date  (collectively
referred to as the `Aggregate Deposit Requirement')",  as such phrase appears in
Section 12.3(c) of the Original Loan  Agreement,  is hereby amended and restated
to read as follows:

                  "(provided,  in  the  aggregate, there are sufficient funds in
                  the  six  Deposit  Accounts  to reserve for the payment of all
                  interest  on the Note  and the Monthly Special Reserve Deposit
                  coming due on the next Payment Date and for the payment of the
                  Minimum  Monthly  Amortization  Amount plus the Additional Fee
                  applicable  thereto  coming  due  on  the  next  Payment  Date
                  (collectively   referred   to   as   the   `Aggregate  Deposit
                  Requirement'))"


     7.    Silverthorne/Lebanon    Transaction.    In   connection    with   the
Silverthorne/Lebanon  Transaction  (as  defined  in  Section  2.7(e) of the Loan
Agreement),  The Prime Outlets at Silverthorne  Limited Partnership acquired the
Lebanon  Property (as defined in the Loan Agreement) and changed its name to The
Prime  Outlets at Lebanon  Limited  Partnership.  In  connection  with such name
change,  certain of the Loan  Documents  shall be deemed  amended and are hereby
changed as follows: a) Exhibit A to that certain Partnership Interest Pledge and
Security  Agreement  dated December 22, 2000 executed by Prime Retail Capital I,
L.L.C.  for the benefit of Lender is amended by deleting  the  reference to "The
Prime Outlets at Silverthorne  Limited  Partnership" and substituting "The Prime
Outlets at Lebanon Limited  Partnership  (formerly known as The Prime Outlets at
Silverthorne  Limited  Partnership)"  therefor;  b)  Schedule I to the  Negative
Pledge  Agreement  dated  December 22, 2000 executed by Prime Retail Finance II,
Inc.  in favor of Lender is  amended by  deleting  the  reference  to "The Prime
Outlets at Silverthorne Limited Partnership" and substituting "The Prime Outlets
at  Lebanon  Limited  Partnership  (formerly  known  as  The  Prime  Outlets  at
Silverthorne  Limited  Partnership)"  therefor;  c)  Schedule I to the  Negative
Pledge Agreement dated December 22, 2000 executed by Borrower in favor of Lender
is amended by  deleting  the  reference  to "The Prime  Outlets at  Silverthorne
Limited  Partnership"  and  substituting  "The Prime Outlets at Lebanon  Limited
Partnership  (formerly  known  as The  Prime  Outlets  at  Silverthorne  Limited
Partnership)"  therefor;  d) Schedule  12.2A to the Loan Agreement is amended by
deleting  the   reference  to  "The  Prime  Outlets  at   Silverthorne   Limited
Partnership" and substituting "The Prime Outlets at Lebanon Limited  Partnership
(formerly  known as The Prime  Outlets  at  Silverthorne  Limited  Partnership)"
therefor; and e) Schedule 12.2A to the Loan Agreement shall be amended to delete
the reference to the Outlet Village of Lebanon  Limited  Partnership.  Borrower,
Prime  Retail  Capital I,  L.L.C.  and Prime  Retail  Finance  II,  Inc.  hereby
authorize  Lender to file UCC  financing  statement  amendments  to reflect  the
foregoing amendments.

     8. Loan  Documents.  This  Amendment and all of the  documents  executed in
connection herewith shall constitute Loan Documents.
<PAGE>
     9. Ratification.  The Loan Agreement (as amended hereby) and the other Loan
Documents are hereby ratified and remain in full force and effect.

     10. Execution in Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate  counterparts,  each
of which when so  executed  shall be deemed to be an  original  and all of which
taken together shall constitute one and the same agreement.

     11. Fees and  Expenses.  Borrower  shall pay on demand the actual costs and
attorney's  reasonable  fees and expenses  incurred by Lender and not heretofore
paid by Borrower in connection with this  Amendment,  the First  Amendment,  the
BRWH Pledge (as defined in the First  Amendment) and the BRWH Membership  Pledge
(as defined in the First Amendment).

     12.  Governing  Law.  This  Amendment  shall be governed by the laws of the
State of New York, excluding application of any principle of conflicts of laws.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed by their respective officers, thereunto duly authorized, as of the date
first above written.



                                  LENDER:


                                  FRIT PRT LENDING LLC,
                                  a Delaware limited liability company


                                  By:  -----------------------------------------
                                  Name:  ---------------------------------------
                                  Title: Authorized Signatory
<PAGE>
The  undersigned  Assignee and Co-Lender  hereby  consents to and authorizes the
execution  and  delivery  of  the  foregoing   Amendment  and  the  transactions
referenced therein.



                                  GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
                                  a Delaware corporation


                                  By:  -----------------------------------------
                                  Name:  ---------------------------------------
                                  Title: Authorized Signatory
<PAGE>
                                  BORROWER:

                                  PRIME RETAIL, L.P.,
                                  a Delaware limited partnership

                                  By:  PRIME RETAIL, INC.,
                                       its general partner

                                       By:  -------------------------------
                                       Name:
                                       Title:
<PAGE>
The undersigned are executing this Amendment to acknowledge their agreement with
and consent to the provisions contained in Section 7 of the foregoing Amendment.



                                  PRIME RETAIL CAPITAL I, L.L.C.,
                                  a Delaware limited liability company


                                  By:  PRIME RETAIL, L.P.,
                                       a Delaware limited partnership,
                                       its managing member

                                  By:  PRIME RETAIL INC.,
                                       a Maryland corporation,
                                       its general partner

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



                                  PRIME RETAIL FINANCE II, INC.,
                                  a Maryland corporation


                                  By:  ----------------------------------------
                                  Name:  --------------------------------------
                                  Title:  -------------------------------------
<PAGE>
                              CONSENT OF GUARANTOR

     The  undersigned,  each being a Guarantor (as defined in the Loan Agreement
referred  to in the  foregoing  Amendment)  and  party  to  certain  other  Loan
Documents  (as  defined  in the  Loan  Agreement  referred  to in the  foregoing
Amendment) do hereby consent to the foregoing  Amendment,  and ratify and affirm
that the Guaranty and such other Loan Documents as have been heretofore executed
by each of the  undersigned  remains in full force and effect for the benefit of
Lender under the Loan Agreement, as amended by the foregoing Amendment.

     IN WITNESS  WHEREOF,  the undersigned have each executed and delivered this
Consent of Guarantor effective as of the date of the foregoing Amendment.

                            GUARANTORS:



                            PRIME RETAIL, INC.,
                            a Maryland corporation


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


                            PRIME RETAIL CAPITAL I, L.L.C.,
                            a Delaware limited liability company


                            By:  PRIME RETAIL, L.P.,
                                 a Delaware limited partnership,
                                 its managing member

                                 By:  PRIME RETAIL INC.,
                                      a Maryland corporation,
                                      its general partner

                                      By:  ------------------------------
                                      Name:
                                      Title:
<PAGE>
                            PRIME BELLPORT LAND, L.L.C.,
                            a Delaware limited liability company



                            By:  PRIME RETAIL, L.P.,
                                 a Delaware limited partnership,
                                 its managing member

                                 By:  PRIME RETAIL INC.,
                                      a Maryland corporation,
                                      its general partner

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



                            PRIME HAGERSTOWN LAND, L.L.C.,
                            a Delaware limited liability company

                            By:  PRIME RETAIL, L.P.,
                                 a Delaware limited partnership,
                                 its sole member

                                 By:  PRIME RETAIL, INC.,
                                      a Maryland corporation,
                                      its general partner



                                      By:  ------------------------------
                                      Name:
                                      Title:
<PAGE>
                            PRIME WAREHOUSE ROW LIMITED PARTNERSHIP,
                            an Illinois limited partnership


                            By:  PRIME RETAIL, L.P.,
                                 a Delaware limited partnership,
                                 its general partner


                                 By:  PRIME RETAIL, INC.,
                                      a Maryland corporation,
                                      its general partner

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



                            SUN COAST FACTORY SHOPS LIMITED PARTNERSHIP,
                            a Delaware limited partnership
                            By:  PRIME RETAIL, L.P.,
                                 a Delaware limited partnership,
                                 its general partner


                                 By:  PRIME RETAIL, INC.,
                                      a Maryland corporation,
                                      its general partner

                                      By:  ------------------------------
                                      Name:
                                      Title:
<PAGE>
                            PRIME OUTLETS AT SAN MARCOS II LIMITED PARTNERSHIP,
                            a Delaware limited partnership

                            By:  PRIME RETAIL, L.P.,
                                 a Delaware limited partnership,
                                 its general partner

                                 By:  PRIME RETAIL, INC.,
                                      a Maryland corporation,
                                      its general partner

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



                            CHESAPEAKE DEVELOPMENT LIMITED PARTNERSHIP,
                            a Delaware limited partnership


                            By:  PRIME RETAIL, L.P.,
                                 a Delaware limited partnership,
                                 its general partner


                                 By:  PRIME RETAIL, INC.,
                                      a Maryland corporation,
                                      its general partner

                                      By:  --------------------------------
                                      Name:
                                      Title:
<PAGE>
                              CONSENT OF GUARANTOR

     The  undersigned,  being a  Guarantor  (as  defined  in the Loan  Agreement
referred  to in the  foregoing  Amendment)  and  party  to  certain  other  Loan
Documents  (as  defined  in the  Loan  Agreement  referred  to in the  foregoing
Amendment) does hereby consent to the foregoing Amendment, and ratify and affirm
that that certain  Guaranty  executed by it on June 28, 2001 and such other Loan
Documents as have been  heretofore  executed by the  undersigned  remain in full
force and effect for the benefit of Lender under the Loan Agreement,  as amended
by the foregoing Amendment.

     IN WITNESS WHEREOF, the undersigned has executed and delivered this Consent
of Guarantor effective as of the date of the foregoing Amendment.

                            GUARANTOR:

                            PRIME RETAIL CAPITAL IV, L.L.C.,
                            a Delaware limited liability company

                            By:  PRIME RETAIL, L.P.,
                                 a Delaware limited partnership,
                                 its managing member

                                 By:  PRIME RETAIL INC.,
                                      a Maryland corporation,
                                      its general partner

                                      By:  --------------------------------
                                      Name:
                                      Title:
<PAGE>
                                   SCHEDULE V

     The following  covenants  and  agreements of the Borrower set forth in this
Schedule V shall be and hereby are  incorporated  by  reference  as if fully set
forth in the body of the Loan  Agreement,  and shall  constitute  the Schedule V
Covenants  as defined and  referred to in the Loan  Agreement.  This  Schedule V
shall constitute the Amended Schedule V referred to in the Second Amendment.

         1.  Minimum Sale and Associated Amortization Requirements.

     (a)  Prior to May 1,  2002,  Borrower  shall  cause  the  sale of  Expanded
Properties  (in each case  closing  after  January 31,  2002;  sales of Expanded
Properties  closed on or prior to  January  31,  2002 shall not be  included  in
determining  compliance with this subparagraph 1(a)) resulting in prepayments of
the principal  balance of the Loan from Asset  Disposition  Net Proceeds  (after
paying the Additional Fee and Deferred  Interest  associated  with the principal
Loan amount prepaid) of not less than $8,906,000.

     (b)  Prior to July 1,  2002,  Borrower  shall  cause  the sale of  Expanded
Properties  (in each case  closing  after  January 31,  2002;  sales of Expanded
Properties  closed on or prior to  January  31,  2002 shall not be  included  in
determining  compliance with this subparagraph 1(b)) resulting in prepayments of
the principal  balance of the Loan from Asset  Disposition  Net Proceeds  (after
paying the Additional Fee and Deferred  Interest  associated  with the principal
Loan amount prepaid) of not less than  $24,406,000  (inclusive of the $8,906,000
prepayment required prior to May 1, 2002 under the preceding subparagraph 1(a));
provided,  that the June 30, 2002 required date for the minimum  prepayment from
Asset Disposition Net Proceeds of $24,406,000  under this subparagraph  1(b)(but
not the minimum  prepayment  from Asset  Disposition  Net Proceeds of $8,906,000
prior to May 1, 2002  required  under the  preceding  subparagraph  1(a)) may be
extended by Lender  pursuant to a written notice to Borrower to a date not later
than  October  31,  2002  in  the  event  Borrower   demonstrates   to  Lender's
satisfaction  that Borrower is actively  engaged in a transaction  sufficient to
satisfy the $24,406,000  threshold that has a realistic likelihood of closing in
Lender's sole determination, made in Lender's sole discretion.

     (c) Prior to  November 1, 2002,  Borrower  shall cause the sale of Expanded
Properties  (in each case  closing  after  January 31,  2002;  sales of Expanded
Properties  closed on or prior to  January  31,  2002 shall not be  included  in
determining  compliance with this subparagraph 1(c)) resulting in prepayments of
the principal  balance of the Loan from Asset  Disposition  Net Proceeds  (after
paying the Additional Fee and Deferred  Interest  associated  with the principal
Loan amount prepaid) of not less than $25,367,000  (inclusive of the $24,406,000
prepayment  required  prior to July 1,  2002  under the  preceding  subparagraph
1(b)(subject  to the  extension  of such July 1,  2002  date to not  later  than
November 1, 2002 as provided in the proviso in subparagraph 1(b))).

     (d) Any  failure to  satisfy  the  provisions  of this  paragraph  1 of the
Schedule V Covenants within the time periods indicated above shall constitute an
Event of Default under the Loan Agreement.
<PAGE>
         2.  Special Reserve and Amortization.

     (a)  Commencing  on (and  including)  the  Payment  Date which is the first
Business Day of February,  2002 and continuing until (and including) the Payment
Date which is the first  Business Day of January,  2003,  Borrower  shall pay to
Lender on each Payment Date $250,000 (the "Monthly  Special  Reserve  Deposit"),
which  Lender  shall  deposit into an interest  bearing  account  (the  "Special
Reserve Account"). The Monthly Special Reserve Deposits and any interest accrued
thereon (collectively, the "Special Reserve Funds") shall be held in the Special
Reserve  Account and applied by Lender in accordance  with this paragraph 2. The
Special Reserve Funds may be commingled with Lender's or its Servicer's or other
representative's  other  funds,  or funds held by them in trust for others or as
security  for other  obligations  under the Loan  Documents  or  otherwise.  The
Special Reserve Account may be maintained as a subaccount  under Lender's or its
Servicer's or other designated  representative's internal accounting methodology
for  accounts  holding  funds in addition to and other than the Special  Reserve
Funds.  Lender shall have sole dominion,  control and  discretion  (which may be
exercised  through the Servicer) over and the sole right to make  withdrawals or
transfers  of funds  from the  Special  Reserve  Funds and the  Special  Reserve
Account,  and neither  Borrower  nor any other  Person  claiming on behalf of or
through  the  Borrower  shall have any right or  authority,  whether  express or
implied,  to withdraw  any funds,  investments  or other  properties  from,  the
Special   Reserve  Account  or  the  Special  Reserve  Funds,  or  to  give  any
instructions  with respect to the Special Reserve Account or the Special Reserve
Funds.

     (b) Subject to the  provisions  of this  paragraph  2, the Special  Reserve
Funds  shall be held for  application  to Loan  amortization  and the payment of
Additional  Fees in connection  therewith,  provided  that if Borrower  actually
incurs, and produces evidence satisfactory to Lender in Lender's sole discretion
that Borrower has incurred  actual  reductions in cash revenues in calendar year
2002 (not  otherwise  offset by virtue of higher  revenues or lower  expenses in
respect of other aspects of Borrower's direct or indirect operations and capital
programs in relation to  Borrower's  2002 budget and  business  plan  previously
submitted to Lender) due to payment or settlement, in amounts and on terms first
approved in writing by Lender,  of tenant claims  (including those of Dinnerware
Plus  Holdings,  Inc.  or  other  tenants  operating  under  the  name  "Mikasa"
(collectively,  the "Mikasa  Claims") for payments from Borrower or the Expanded
Property  Owners on account of alleged prior,  present or future  overpayment of
common area pass-through charges by operation of clauses in such tenants' leases
which purportedly provide or provided  limitations on such pass-through  charges
on the basis of limitations on the pass-though  charges  involving,  among other
charges,  common areas, taxes,  insurance and promotional funds assessed against
other tenants at the  respective  outlet  centers  (such  claims,  including the
Mikasa  Claims,  are herein  referred to as the "Tenant MFN Claims";  any actual
cash  reductions  in 2002 net cash  revenues due to the payment or settlement of
Tenant MFN Claims on terms approved by Lender, as and when the same are actually
incurred and demonstrated to have occurred to Lender's  reasonable  satisfaction
from time to time,  are herein  referred to as the "Proven MFN  Losses"),  then,
Borrower may, from time to time,  but no more often than once per calendar month
(and in no event after December 31, 2002),  make a written request,  accompanied
by  Borrower's  certification  as to the  amount  and  nature of the  Proven MFN
Losses,  for  disbursement  from the Special  Reserve Funds in the amount of the
then Proven MFN Losses (for which  disbursement  has not been previously  made),
whereupon  Lender  shall,  provided  no Event of  Default  exists and Lender has
accepted  Borrower's  calculation  of the  amount  and  nature of the Proven MFN
Losses, and further provided that Borrower  demonstrates to Lender's  reasonable
satisfaction  that Borrower shall, upon receipt of the requested Special Reserve
Funds,  have  sufficient  cash flow to pay the  Proven  MFN Losses and all other
operating and capital costs and expenses for the reasonably  foreseeable future,
disburse to the  Operating  Account the  requested  Special  Reserve  Funds then
available for  disbursement  and not previously  otherwise  applied or disbursed
under this paragraph 2.
<PAGE>
     (c) On each Payment Date which is either (1) the first Business Day of May,
2002, (2) the first Business Day of August,  2002, or (3) the first Business Day
of November,  2002, the Special Reserve Funds  (exclusive of the Monthly Special
Reserve  Deposit made on such Payment Date (such Payment Date is herein referred
to as the  "Application  Date")) not previously  otherwise  applied or disbursed
under this paragraph 2 shall be paid to Lender for application to the prepayment
of the  principal  balance  of the Loan and the  payment of the  Additional  Fee
associated with such  prepayment,  provided,  that if and to the extent Borrower
demonstrates  prior  to such  Application  Date,  by means  of an  updated  2002
business plan and budget acceptable to Lender and provided by Borrower to Lender
not more than thirty days nor less than ten days prior to such Application Date,
that  Proven  MFN Losses  for which  disbursements  have not yet been made under
subparagraph  2(b) above are  sufficiently  likely to  actually  be  incurred in
calendar  year 2002 in an amount which is in excess of the sum of the  remaining
Monthly Special Reserve  Deposits made or to be made on the Application Date and
each Payment Date thereafter  (such excess is herein referred to as the "Reserve
Excess") as to justify,  in Lender's  reasonable  determination,  retaining  the
Reserve  Excess in the Special  Reserve  Account,  then as long as Borrower  has
dealt  with  Tenant  MFN  Claims  from  the  Second  Amendment  Date in a manner
reasonably  acceptable to Lender  (including  diligent pursuit of settlement and
payment and settlement of such claims on terms reasonably satisfactory to Lender
when  appropriate),   the  application  required  on  the  Application  Date  to
prepayment of the Loan and the associated  Additional Fee shall be reduced by an
amount equal to the Reserve Excess.

     (d) On the Payment Date which is the first Business Day of February,  2003,
the entire  remaining  balance of the  Special  Reserve  Funds  shall be paid to
Lender for  application to the  prepayment of the principal  balance of the Loan
and the payment of the Additional Fee associated with such prepayment.

     (e)  Borrower  hereby  pledges,  assigns and grants to Lender a  continuing
perfected  security interest in and to and a first lien upon the Special Reserve
Account  and the Special  Reserve  Funds  (collectively,  the  "Special  Reserve
Collateral") as additional security for the Loan and the payment and performance
of all of the Obligations.  Borrower acknowledges that the Servicer is acting as
the agent of, and at the direction  of,  Lender in  connection  with the subject
matter of this paragraph 2. This paragraph 2, together with the remainder of the
Loan Agreement  shall be deemed a security  agreement  within the meaning of the
Uniform  Commercial  Code.  Borrower  agrees to promptly  execute,  acknowledge,
deliver,  file or do,  at its sole  cost and  expense,  all  acts,  assignments,
notices,  agreements or other  instruments as Lender may  reasonably  require in
order to effectuate,  assure, convey,  secure, assign,  transfer and convey unto
Lender any of the rights granted by the Loan Agreement and to more fully perfect
and protect any  assignment,  pledge,  lien and security  interest  confirmed or
purported to be created hereby,  or to enable Lender to exercise and enforce its
rights and remedies hereunder, in respect of the Special Reserve Collateral.  If
Borrower fails, after the giving of required notices, if any, and the expiration
of  applicable  grace  periods,  if any, to perform any  agreement or obligation
contained herein,  Lender may perform or cause the performance of such agreement
or  obligation,  and the  reasonable  expenses of Lender  incurred in connection
therewith shall be payable to Lender by the Borrower.
<PAGE>
     (f) Lender may exercise in respect of the Special  Reserve  Collateral  all
rights  and  remedies  available  to Lender  hereunder  or under the other  Loan
Documents, or otherwise available at law or in equity. Upon the occurrence of an
Event of Default,  Lender may, at any time or from time to time,  in addition to
other rights and remedies provided for herein or otherwise available to it:

                  (1)  collect,  appropriate,  redeem, realize upon or otherwise
         enforc e its  rights with respect to the Special Reserve Collateral, or
         any part  thereof,  without notice to the Borrower and without the need
         to  institute any legal  action, make demand to or upon the Borrower or
         any other  Person,  exhaust  any other remedies or otherwise proceed to
         enforce its rights;

                  (2) execute (in the name, place and stead of the Borrower) any
         endorsements, assignments  or other instruments of conveyance which may
         be required for  the  withdrawal and negotiation of the Special Reserve
         Collateral;

                  (3) exercise in  respect of the Special Reserve Collateral all
         of the  rights  and  remedies of a secured party upon default under the
         Uniform Commercial  Code then in effect in the applicable jurisdiction;
         and/or

                  (4) exercise all other rights and remedies available to Lender
         under  applicable  law,  hereunder,  or  under  any  of  the other Loan
         Documents.

     (g)  Without  limiting  the  generality  of  the  foregoing  or  any  other
provisions of this paragraph 2 or any other provision of the Loan Agreement, the
Borrower  acknowledges  and  agrees  that,  upon the  occurrence  and during the
continuance of an Event of Default,  it will have no further right to request or
otherwise require Lender to disburse, apply or transfer Special Reserve Funds or
funds from the Special  Reserve Account in accordance with the terms of the Loan
Agreement, it being agreed that Lender may, at its option and among other rights
and remedies  available to it, continue to hold the Special Reserve Funds in the
Special  Reserve Account or transfer and apply all or any portion of the Special
Reserve  Funds then or  thereafter  held in the Special  Reserve  Account to the
Obligations  in any order and in such manner as Lender may determine in its sole
discretion.