REINSTATEMENT, REAFFIRMATION AND RATIFICATION
              AGREEMENT AND FIRST AMENDMENT TO SALE-PURCHASE AGREEMENT


     THIS  REINSTATEMENT,  REAFFIRMATION  AND  RATIFICATION  AGREEMENT AND FIRST
AMENDMENT TO  SALE-PURCHASE  AGREEMENT (this  "Amendment"),  is made and entered
into as of this 15th day of June,  2005, by and between Maiden Lane  Associates,
Ltd.  ("Seller"),  as  seller,  and  Ceruzzi  Holdings  LLC  ("Purchaser"),   as
purchaser.

                                    RECITALS:

     WHEREAS,  Purchaser  and Seller had  previously  entered  into that certain
Sale-Purchase  Agreement  dated as of May 25, 2005 (as  amended,  the  "Purchase
Agreement"); and

     WHEREAS, Purchaser terminated the Purchase Agreement on June 10, 2005; and

     WHEREAS,  Purchaser  and Seller  desire to hereby  reinstate,  reaffirm and
ratify the  Purchase  Agreement  and further  amend the  Purchase  Agreement  in
accordance with the terms and conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of these  premises  and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, Purchaser and Seller hereby agree as follows:

     1.  Purchaser  and  Seller  desire to  reinstate,  reaffirm  and ratify the
Purchase  Agreement  and  except  as  otherwise  specifically  modified  by this
Amendment,  all of the terms and conditions of the Purchase Agreement are hereby
reinstated,  reaffirmed,  ratified and confirmed by the parties hereto and shall
continue in full force and effect.

     2. The first  sentence  of Section 2 of the  Purchase  Agreement  is hereby
modified  be  deleting  "Twenty  Eight  Million  Two  Hundred  Thousand  Dollars
($28,200,000.00)"  and  replacing in its place and stead  "Twenty  Eight Million
Dollars ($28,000,000.00)".

     3. The first  sentence  of Section 4 of the  Purchase  Agreement  is hereby
modified be deleting  "July 6, 2005" and  replacing in its place and stead "July
15, 2005"

     4. Section 34 of the Purchase Agreement is hereby deleted in its entirety.

     5. Except as otherwise  specifically amended by this Amendment,  all of the
terms  and  conditions  of  the  Purchase   Agreement  are  hereby   reinstated,
reaffirmed,  ratified and  confirmed  by the parties  hereto and shall remain in
full force and effect.

     6. Terms not otherwise  defined  herein shall have the meaning  ascribed to
them in the Purchase Agreement.

     7. This  Amendment  may be  executed in two or more  counterparts,  each of
which when executed and  delivered  shall  constitute an original,  and all such
counterparts,  when  taken  together  shall be deemed to be but one and the same
Amendment.

     8. This Amendment may not be changed,  modified,  terminated or discharged,
in whole or in part,  except by a writing,  executed by the party  against  whom
enforcement  of the change,  modification,  termination  or  discharge  is to be
sought.

     9. The exchange of  counterparts  of this Amendment  between the parties by
means of facsimile  transmissions which shall contain accurate  reproductions of
the signatures hereto shall constitute a valid exchange of this Amendment and it
shall be binding upon the parties hereto.

     IN WITNESS  WHEREOF,  Purchaser and Seller have caused this Amendment to be
executed as required by law on this, the day and year first above written.


                           MAIDEN LANE ASSOCIATES, LTD., Seller


                           By:      /s/ Richard A. Bianco
                                    ---------------------------------
                                    Name:  Richard A. Bianco
                                    Title:  President




                           CERUZZI HOLDINGS LLC, Purchaser


                           By:      /s/ Louis L. Ceruzzi, Jr.
                                    ---------------------------------
                                    Name:  Louis L. Ceruzzi, Jr.
                                    Title:  President






















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