Loan No. V_04132





                                 PROMISSORY NOTE





$3,400,000.00                                                 August ____, 1999



     FOR VALUE RECEIVED 55 PUBLIC LLC, a Delaware limited liability company,

(hereinafter referred to as "Borrower"), promises to pay to the order of MORGAN

GUARANTY TRUST COMPANY OF NEW YORK, a New York banking corporation, its

successors and assigns (hereinafter referred to as "Lender"), the principal sum

of THREE MILLION FOUR HUNDRED THOUSAND DOLLARS ($3,400,000.00), in lawful money

of the United States of America, with interest thereon to be computed on the

unpaid principal balance outstanding on the first day of the applicable Interest

Accrual Period (hereinafter defined) at the Interest Rate (hereinafter defined)

in effect for such Interest Accrual Period.



                                 1. DEFINITIONS



     As used herein, the following terms shall have the meanings herein

specified unless the context otherwise requires. Defined terms in this Note

shall include in the singular number the plural and in the plural number the

singular. All capitalized terms not otherwise defined herein shall have the

meaning ascribed to them in the Security Instrument (hereinafter defined).



     "Additional Taxes" shall have the meaning set forth in Section 2.1(d)

hereof.



     "Adjusted LIBOR Rate" shall mean, at any date of determination, the

quotient of (i) the LIBOR Rate then in effect divided by (ii) the difference

between (A) 1.0, minus (B) the reserve percentage (expressed as a decimal)

applicable during such Interest Accrual Period (or if more than one such

percentage shall be so applicable, the daily average of such percentages for

those days in such Interest Accrual Period during which any such percentage

shall be so applicable) under regulations issued from time to time by the Board

for determining the maximum reserve requirement (including, any emergency,

supplemental or other marginal reserve requirement) of Lender with respect to

liabilities or assets consisting of or including "Eurocurrency liabilities" (as

such term is defined in Regulation D of the Board) having a term equal to such

Interest Accrual Period.



     "Base Rate" shall mean, for any day, the greater of (a) the Prime Rate for

such day, and (b) the Federal Funds Rate for such day plus 3.0%.



     "Board" shall mean the Board of Governors of the Federal Reserve System,

and any successor thereof.



     "Business Day" shall mean any day other than (a) a Saturday or Sunday, or

(b) a day on which banking and savings and loan institutions in the State of New

York are authorized or obligated by law or executive order to be closed, and

when used in the context of a Loan bearing interest at the LIBOR Rate, is also a

day of trading by and between banks in the London interbank market.



     "Capital Adequacy Rule" shall mean any law, rule or regulation regarding

capital adequacy, or any interpretation or administration thereof





                                     Page 1

{PAGE}   2



by any Governmental Authority, central bank or comparable agency charged with

the interpretation or administration thereof, or any request or directive

regarding capital adequacy (whether or not having the force of law) of any such

authority, central bank or comparable agency.



     "Disbursement Date" shall mean the date of disbursement of the principal

amount (or portion thereof) evidenced by this Note in accordance with Section

20.1 of the Security Instrument.



     "Federal Funds Rate" shall mean, for any date, the rate set forth in the

weekly statistical release designated as H.15(519) or any successor publication,

published by the Board for such day opposite the caption "Federal Funds

Effective." If on the relevant day such rate is not yet so published, the rate

for such date will be the rate set forth in the daily statistical release

designated as the Composite 3:30 p.m. Quotations for U.S. Government Securities,

or any successor publication, published by the Federal Reserve Bank of New York

for such date under the caption "Federal Funds Effective Rate." If on any

relevant date the appropriate rate for such date is not yet published in either

of the foregoing publications, the rate for such day will be the arithmetic mean

(rounded upwards if necessary, to the nearest 1/100th of one percent) of the

rates for the last transaction in overnight Federal Funds arranged prior to 9:00

a.m. (New York City time) on that day by three leading brokers or dealers of

Federal Funds transactions in New York City, selected by Lender.



     "First Interest Accrual Period" shall mean the period from and including

the Disbursement Date to and including the last day of the calendar month in

which the Disbursement Date occurs.



     "Governmental Authority" shall mean, with respect to any person, any

federal or state government or other political subdivision thereof and any

entity, including any regulatory or administrative authority or court,

exercising executive, legislative, judicial, regulatory or administrative or

quasi-administrative functions of or pertaining to government, and any

arbitration board or tribunal in each case, having jurisdiction over such

applicable person or such person's property and any stock exchange on which

shares of capital stock of such person are listed or admitted for trading.



     "Interest Accrual Period" shall mean the First Interest Accrual Period and,

thereafter, each one (1) month period, which shall be a calendar month.



     "Interest Rate" (i) at all times that the sum of the Adjusted LIBOR Rate

plus the LIBOR Margin is equal to any amount less than 9.65% and greater than

8.43%, shall mean the rate per annum (expressed as a percentage) equal to the

Adjusted LIBOR Rate plus the LIBOR Margin; (ii) at all times that the sum of the

Adjusted LIBOR Rate plus the LIBOR Margin is equal to or less than 8.43%, shall

mean 8.43% per annum; (iii) at all times that the sum of the Adjusted LIBOR Rate

plus the LIBOR Margin is equal to or greater than 9.65%, shall mean 9.65% per

annum; or (iv) if Lender shall exercise its rights under Section 2.5, shall mean

the Base Rate.



     "LIBOR Lending Office" shall mean the office of Lender located at Nassau,

Bahamas or such other branch (or affiliate) of Lender as Lender may designate as

its LIBOR Lending Office.



     "LIBOR Margin" shall mean three and one quarter percent (3.25%) per annum.



     "LIBOR Rate" shall mean the rate of interest (rounded upwards, if

necessary, to the nearest 1/16 of 1%) quoted to Lender in the London Interbank

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC