<PAGE>
                                                                    Exhibit 10.8

                     AMENDMENT NO. 3 TO AMENDED AND RESTATED
                       CREDIT AGREEMENT AND LIMITED WAIVER

         This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AND
LIMITED WAIVER (this "Amendment No. 3"), dated as of December 31, 2003 is made
among GENCORP INC., an Ohio corporation ("Borrower"), DEUTSCHE BANK TRUST
COMPANY AMERICAS (f/k/a Bankers Trust Company), for itself, as a Lender and as
Administrative Agent for the Lenders ("Administrative Agent"), and the other
Lenders signatory to the hereinafter defined Credit Agreement.

                                    RECITALS
                                    --------

         A. The Administrative Agent, the Lenders and the Borrower are party to
that certain Amended and Restated Credit Agreement dated as of December 28, 2000
and amended and restated as of October 2, 2002 (as amended by that certain
Amendment No. 1 to Amended and Restated Credit Agreement and Limited Waiver and
Consent dated as of July 29, 2003 ("Amendment No. 1") and that certain Amendment
No. 2 to Amended and Restated Credit Agreement dated as of August 25, 2003
("Amendment No. 2")) (collectively with Amendment No. 1 and Amendment No. 2, and
as further amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement").

         B. On and subject to the terms and conditions hereof, the
Administrative Agent, the Lenders and the Borrower wish to amend certain
provisions of the Credit Agreement as set forth herein, all subject to the
express terms and conditions specified in this Amendment No. 3.

         C. This Amendment No. 3 shall constitute a Loan Document and these
Recitals shall be construed as part of this Amendment No. 3; capitalized terms
used herein without definition are so used as defined in the Credit Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree as follows:

         1. Amendments to Credit Agreement. On the Amendment Effective Date (as
hereinafter defined), the Credit Agreement is hereby amended as follows:

                  (a) Section 1.1 of the Credit Agreement shall be amended by
         inserting the following definitions in the applicable alphabetical
         order:

                  ""Snappon Plant Closure" means the closure by the Borrower,
                  directly or through one of its Subsidiaries, of the
                  manufacturing plant owned by Snappon SA and located in
                  Snappon, France and the liquidation and dissolution of Snappon
                  SA on or before November 30, 2005.

                  "2004 Subordinated Notes" means, collectively, those certain
                  unsecured subordinated notes to be issued by the Borrower on
                  or prior to February 28, 2004 in a minimum principal amount
                  not less than $90,000,000 and in a maximum principal amount
                  which shall not exceed $125,000,000 at any

<PAGE>

                  time outstanding, provided that the initial principal
                  amortization or sinking fund payment of all or any of such
                  notes shall occur no earlier than June 30, 2009, as the same
                  may be amended, restated, supplemented or otherwise modified
                  from time to time as permitted hereunder."

                  (b) Subsection 2.10(a)(i)(A) of the Credit Agreement shall be
         deleted in its entirety and the following is substituted in lieu
         thereof:

                           "(A) the aggregate LC Obligations at such time would
                  exceed the Dollar Equivalent of Seventy Five Million Dollars
                  ($75,000,000), or"

                  (c) Section 4.4 of the Credit Agreement shall be amended by
         inserting the following new subsection (m) immediately after subsection
         (l) thereof:

                           "(m) Mandatory Prepayment Upon Issuance of 2004
                  Subordinated Notes. The Borrower shall issue the 2004
                  Subordinated Notes by no later than February 28, 2004 and,
                  notwithstanding anything to the contrary in Section 4.4(h), by
                  no later than February 28, 2004 but in any event no later than
                  on the Business Day of receipt thereof, an amount equal to
                  100% of the Net Offering Proceeds of the 2004 Subordinated
                  Notes shall be (x) first, applied to repay, pro rata, the
                  outstanding Revolving Loans (without a permanent reduction of
                  the Revolving Commitments) pursuant to Section 4.5(a) (and the
                  Revolving Lenders hereby waive compensation for funding losses
                  pursuant to Section 3.5 solely as a result of such repayment),
                  (y) second, to repay, on a pro rata basis, the Scheduled Term
                  A Repayments of the Term A Loans due within the twelve month
                  period following the date of receipt of the Net Offering
                  Proceeds of the 2004 Subordinated Notes pursuant to Section
                  4.5(a), and (z) third, to the extent of any such remaining Net
                  Offering Proceeds, retained by the Borrower and used for
                  ongoing working capital needs and general corporate purposes
                  as may be determined by the Borrower."

                  (d) The first sentence of Section 4.5(a) of the Credit
         Agreement shall be deleted in its entirety and the following is
         substituted in lieu thereof:

                  "Subject in all events to the final proviso set forth in
                  Section 4.4(d), (f), (g), (h) and (j) and except as otherwise
                  expressly provided in Section 4.4(d) and (j), all prepayments
                  of principal made by the Borrower pursuant to Section 4.4
                  (other than with respect to Section 4.4(a), (b), (c), (l) and
                  (m)) shall be applied to repay the Term A Loans and the New
                  Term B Loans (with the Term A Percentage of such repayment to
                  be applied as a repayment of Term A Loans and the New Term B
                  Percentage of such repayment to be applied as a repayment of
                  New Term B Loans)."

                  (e) Section 4.5(a) of the Credit Agreement shall be amended by
         inserting the following sentence immediately prior to the sentence "If
         any prepayment of Eurocurrency Loans made pursuant to a single
         Borrowing shall reduce the outstanding



                                       2
<PAGE>

         Loans made pursuant to such Borrowing to an amount less than the
         Minimum Borrowing Amount, such Borrowing shall immediately be converted
         into Base Rate Loans, in the case of Loans denominated in Dollars, or
         into Loans with a one month Interest Period, in the case of Loans
         denominated in Euro.":

                  "Any prepayments of Revolving Loans pursuant to Section 4.4(m)
                  shall be applied to the payment, pro rata, of the then
                  outstanding balance of the Revolving Loans and within each of
                  the Revolving Loans, first to the payment of Base Rate Loans
                  and second to the payment of Eurocurrency Loans; and with
                  respect to Eurocurrency Loans, in such order as the Borrower
                  shall request (and in the absence of such request, as the
                  Administrative Agent shall determine). Any prepayments of Term
                  A Loans pursuant to Section 4.4(m) shall be allocated solely
                  to the Scheduled Term A Repayments of the Term A Notes due
                  within the twelve month period following the date of such
                  prepayment in direct order of maturity."

                  (f) Section 8.2 of the Credit Agreement shall be amended by
         (i) in subsection (s) thereof, deleting the "." and inserting in lieu
         thereof the following phrase "; and" and (ii) inserting the following
         new subsection (t) immediately after subsection (s) therein:

                           "(t) Indebtedness of the Borrower arising under the
                  2004 Subordinated Notes; provided, that the principal amount
                  of such Indebtedness shall not be less than $90,000,000 in the
                  aggregate and shall not exceed $125,000,000 in the aggregate
                  at any time outstanding."

                  (g) Section 8.3 of the Credit Agreement shall be amended by
         (i) in subsection (n) thereof, deleting the "." and inserting in lieu
         thereof the following phrase "; and" and (ii) inserting the following
         new subsection (o) immediately after subsection (n) therein:

                           "(o) the Borrower or any of its Subsidiaries may
                  consummate the Snappon Plant Closure and, in connection
                  therewith, may from time to time sell or otherwise dispose of
                  assets used in connection with such facility; provided that
                  the aggregate Net Sale Proceeds of all assets subject to sales
                  or other dispositions pursuant to this clause (o) shall be
                  applied in accordance with Section 4.4(d)."

                  (h) Section 8.6(a) of the Credit Agreement shall be amended by
         inserting the phrase "or of the Borrower" immediately following the
         phrase "dispose of any shares of Capital Stock of any Subsidiary of the
         Borrower".

                  (i) Section 8.7(h) of the Credit Agreement shall be amended by
         inserting the following phrase immediately following the phrase "not to
         exceed $24,000,000 (or the Dollar Equivalent thereof)":

                           ", and also, provided, further, that notwithstanding
                  the foregoing, the Borrower and its Subsidiaries may make
                  capital contributions to


                                       3
<PAGE>

         Snappon SA in an aggregate amount not to exceed $10,000,000 (or the
         Dollar Equivalent thereof) in order to fund (y) operating losses
         incurred by Snappon SA prior to the Snappon Plant Closure and (z) the
         cash costs incurred by the Borrower or its Subsidiaries in connection
         with the Snappon Plant Closure."

                  (j) Section 8.11(iv) of the Credit Agreement shall be amended
         by inserting the phrase "or the 2004 Subordinated Notes" immediately
         following the phrase "the ARC Acquisition Subordinated Notes or the
         Subordinated Notes" in both instances in which it appears.

                  (k) Section 9.3 of the Credit Agreement shall be amended by
         deleting all of the Fiscal Quarters after (but not including) November
         30, 2003 and the ratios immediately set forth opposite such Fiscal
         Quarters under the heading "ARC Acquisition Ratio" and substituting the
         following in lieu thereof:

<TABLE>
<CAPTION>
                                                             ARC
                         "Fiscal Quarter             Acquisition Ratio
                         ---------------             -----------------
<S>                       <C>                         <C>
                           February 28, 2004           3.40 to 1.00
                           May 31, 2004                2.60 to 1.00
                           August 31, 2004             2.60 to 1.00
                           November 30, 2004           2.50 to 1.00
                           February 28, 2005           2.50 to 1.00
                           May 31, 2005                2.70 to 1.00
                           August 31, 2005             2.90 to 1.00
                           November 30, 2005           3.20 to 1.00
                           February 28, 2006           3.40 to 1.00
                           May 31, 2006                3.60 to 1.00
                           August 31, 2006             3.80 to 1.00
                           November 30, 2006           4.00 to 1.00
                           February 28, 2007           4.25 to 1.00
                           May 31, 2007                4.50 to 1.00
                           August 31, 2007             4.75 to 1.00
                           November 30, 2007 and       5.00 to 1.00"
                                thereafter

</TABLE>

                  (l) Section 9.4 of the Credit Agreement shall be amended by
         deleting all of the Fiscal Quarters after (but not including) November
         30, 2003 and the ratios immediately set forth opposite such Fiscal
         Quarters under the heading "ARC Acquisition Ratio" and substituting the
         following in lieu thereof:

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                          ARC Acquisition
                           "Fiscal Quarter                      Ratio
                           ---------------                      -----
<S>                      <C>                             <C>
                           February 28,                     5.00 to 1.00
                           February 28, 2004                5.00 to 1.00
                           May 31, 2004                     5.50 to 1.00
                           August 31, 2004                  5.50 to 1.00
                           November 30, 2004                5.50 to 1.00
                           February 28, 2005                5.20 to 1.00
                           May 31, 2005                     4.90 to 1.00
                           August 31, 2005                  4.60 to 1.00
                           November 30, 2005                4.25 to 1.00
                           February 28, 2006                4.00 to 1.00
                           May 31, 2006                     3.75 to 1.00
                           August 31, 2006                  3.50 to 1.00
                           November 30, 2006                3.25 to 1.00
                           February 28, 2007                3.00 to 1.00
                           May 31, 2007                     2.75 to 1.00
                           August 31, 2007                  2.50 to 1.00"
                             and thereafter
</TABLE>

                  (m) Section 10.1 of the Credit Agreement shall be amended by
         (i) in subsection (n) thereof, deleting the "." and inserting in lieu
         thereof the following phrase "; or" and (ii) inserting the following
         new subsection (o) immediately after subsection (n) therein:

                                    "(o) Subordinated Indebtedness. The failure
                  of the Borrower or any Credit Party or any creditor of the
                  Borrower or any of its Subsidiaries to comply with the terms
                  of any subordination provisions of the ARC Acquisition
                  Subordinated Notes, the Subordinated Notes or the 2004
                  Subordinated Notes, or if any subordination provision of any
                  of the ARC Acquisition Subordinated Notes, the Subordinated
                  Notes or the 2004 Subordinated Notes at any time ceases to be
                  in full force and effect pursuant to its terms."

         2.       Limited Waivers and Consent.

                  (a) The Majority Lenders of each of the Term A Facility and
         the New Term B Facility hereby waive compliance by the Borrower with
         respect to Section 4.4(h) of the Credit Agreement in connection with
         the application of the Net Offering Proceeds of the 2004 Subordinated
         Notes.

                  (b) The Required Lenders hereby waive compliance by the
         Borrower with respect to Sections 8.2 and 8.3 of the Credit Agreement
         in connection with the execution, delivery and performance by Slic
         Gruchet SA of that certain Master Agreement for the Assignment of
         Discounted Trade Receivables with Recourse dated November 20, 2003 by
         and between BNP Paribas and Slic Gruchet SA, as such agreement may from
         time to


                                       5
<PAGE>

         time be amended, modified or refinanced, provided that such waiver
         shall only apply so long as the account receivables sold pursuant to
         the terms of such agreement do not at any time exceed the aggregate
         amount of $10,000,000 (or the Dollar Equivalent thereof).

                  (c) The Required Lenders hereby waive compliance by the
         Borrower with respect to Section 4.4(d) of the Credit Agreement in
         connection with the timing of the delivery by the Borrower of
         certificates (which certificates are required by the terms of said
         Section 4.4(d) to be delivered on or prior to the date of receipt of
         Net Sale Proceeds in order to evidence the Borrower's intention to use
         such Net Sale Proceeds to purchase assets used or to be used in the
         businesses referred to in Section 8.9 of the Credit Agreement within
         365 days following the date of such Asset Disposition) to the
         Administrative Agent with respect to the following Asset Dispositions:

                  1)       Sale of office complex completed in August, 2003 -
                           approximately $7.2 million of Net Sale Proceeds; and
                  2)       Fourth Quarter 2003 sales of 37.63 acres of Auto Mall
                           land and Security Park land and of certain mining
                           rights - approximately $6.1 million of Net Sale
                           Proceeds.

                  (d) The Facing Agent hereby consents to the increase in the
         maximum amount of aggregate LC Obligations from $70,000,000 to
         $75,000,000.

         3. Representations and Warranties. As of the date hereof, the Borrower
hereby represents and warrants to the Administrative Agent and the Lenders as
follows:

                  (a) After giving effect to this Amendment No. 3 (i) no
         Unmatured Event of Default or Event of Default shall have occurred or
         be continuing and (ii) the representations and warranties of the
         Borrower contained in the Loan Documents shall each be true and correct
         in all material respects at and as of the date hereof to the same
         extent as though made on and as of such date, except to the extent such
         representations and warranties expressly relate to an earlier date in
         which event such representation and warranties shall be true and
         correct as of such specified date.

                  (b) The execution, delivery and performance, as the case may
         be, by the Borrower of this Amendment No. 3 and the other Loan
         Documents and transactions contemplated hereby are within the
         Borrower's corporate powers, have been duly authorized by all necessary
         corporate action (including, without limitation, all necessary
         shareholder approvals) of the Borrower, shall have received all
         necessary governmental approvals, and do not and will not contravene or
         conflict with any provision of law applicable to the Borrower, the
         certificate or articles of incorporation or bylaws of the Borrower, or
         any order, judgment or decree of any court or other agency of
         government or any contractual obligation binding upon the Borrower.

                  (c) Each of this Amendment No. 3, the Credit Agreement and any
         other Loan Document is the legal, valid and binding obligation of the
         Borrower enforceable against the Borrower in accordance with its
         respective terms, except to the extent enforceability


                                       6
<PAGE>

         is limited by bankruptcy, insolvency or similar laws affecting the
         rights of creditors generally or by application of general principles
         of equity.

         4. Conditions. This Amendment No. 3 shall become effective on the date
(the "Amendment Effective Date"); provided, that the Administrative Agent shall
have received:

                  (a) counterparts of this Amendment No. 3 duly executed by the
         Borrower, the Subsidiary Guarantors, the Administrative Agent and the
         percentage of Lenders required by the Credit Agreement;

                  (b) duly executed originals of a certificate of the Chief
         Executive Officer or Chief Financial Officer of the Borrower and each
         other Credit Party, dated as of the date hereof, stating that (A) since
         November 30, 2002 (i) no event or condition has occurred or is existing
         which could reasonably be expected to have a Material Adverse Effect;
         (ii) no litigation has been commenced which, if successful, would have
         a Material Adverse Effect or could challenge any of the transactions
         contemplated by the Credit Agreement and the other Loan Documents;
         (iii) there have been no Restricted Payments made by the Borrower or
         any of its Subsidiaries other than in accordance with the Credit
         Agreement; and (iv) there has been no material increase in liabilities,
         liquidated or contingent, and no material decrease in assets of the
         Borrower or any of its Subsidiaries, and (B) all necessary governmental
         (domestic and foreign) and third party approvals in connection with the
         Credit Agreement and the transactions contemplated by this Amendment
         No. 3 have been obtained and remain in effect;

                  (c) without setoff, deduction or counterclaim, on account of
         each Lender that has executed and delivered (including delivery of way
         of facsimile) a copy of this Amendment No. 3 to the attention of Kay
         McNab at Winston & Strawn LLP, 35 West Wacker Drive, Chicago, Illinois
         60601, telecopy number 312-558-5700, at or prior to 2:00 p.m. (New York
         City time) on December 31, 2003 (the "Delivery Date"), from the
         Borrower a non-refundable amendment fee (the "Amendment Fee") in an
         amount equal to 0.25% of the sum of such Lender's Revolving Commitment,
         Term A Loans and New Term B Loans as of the Delivery Date;

                  (d) from the Borrower all fees and expenses of legal counsel
         due and payable pursuant to Section 12.4 of the Credit Agreement (to
         the extent then invoiced); and

                  (e) from the Borrower all fees due and owing to the Agents and
         the Documentation Agent pursuant to that certain side letter dated
         December 31, 2002 by and among the Borrower, the Agents and the
         Documentation Agent relating to fees to be paid by the Borrower in
         connection with the extension of New Term B Loans.

         5. Affirmation of Subsidiary Guarantors. By its signature set forth
below, each Subsidiary Guarantor hereby confirms to the Administrative Agent and
the Lenders that, after giving effect to this Amendment No. 3 and the
transactions contemplated hereby, the Subsidiary Guaranty of such Subsidiary
Guarantor and each other Loan Document to which such Subsidiary Guarantor is a
party continues in full force and effect and is the legal, valid and binding
obligation of such Subsidiary Guarantor, enforceable against such Subsidiary
Guarantor in


                                       7
<PAGE>

accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability.

         6. Successors and Assigns. This Amendment No. 3 shall be binding on and
shall inure to the benefit of the Borrower, the Administrative Agent, the
Lenders and their respective successors and assigns; provided that the Borrower
may not assign its rights, obligations, duties or other interests hereunder
without the prior written consent of the Administrative Agent and the Lenders.
The terms and provisions of this Amendment No. 3 are for the purpose of defining
the relative rights and obligations of the Borrower, the Administrative Agent
and the Lenders with respect to the transactions contemplated hereby and there
shall be no third party beneficiaries of any of the terms and provisions of this
Amendment No. 3.

         7. Entire Agreement. This Amendment No. 3, the Credit Agreement (as
amended hereby) and the other Loan Documents constitute the entire agreement of
the parties with respect to the subject matter hereof.

         8. Incorporation of Credit Agreement. The provisions contained in
Sections 12.4, 12.9 and 12.10 of the Credit Agreement are incorporated herein by
reference to the same extent as if reproduced herein in their entirety with
respect to this Amendment No. 3.

         9. Amendment; Waiver. The parties hereto agree and acknowledge that
nothing contained in this Amendment No. 3 in any manner or respect limits or
terminates any of the provisions of the Credit Agreement or any of the other
Loan Documents other than as amended as expressly set forth herein and further
agree and acknowledge that the Credit Agreement (as amended hereby) and each of
the other Loan Documents remain and continue in full force and effect and are
hereby ratified and confirmed. Except as expressly set forth in this Amendment
No. 3, the execution, delivery and effectiveness of this Amendment No. 3 shall
not operate as a waiver of any rights, power or remedy of the Lenders or the
Administrative Agent under the Credit Agreement or any other Loan Document, nor
constitute a waiver of any provision of the Credit Agreement or any other Loan
Document. No delay on the part of any Lender or the Administrative Agent in
exercising any of their respective rights, remedies, powers and privileges under
the Credit Agreement or any of the Loan Documents or partial or single exercise
thereof, shall constitute a waiver thereof. On and after the Amendment Effective
Date, each reference in the Credit Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import, and each reference to the Credit
Agreement in the Loan Documents and all other documents delivered in connection
with the Credit Agreement shall mean and be a reference to the Credit Agreement,
as amended hereby.

         10. Captions. Section captions used in this Amendment No. 3 are for
convenience only, and shall not affect the construction of this Amendment No. 3.

         11. Severability. Whenever possible each provision of this Amendment
No. 3 shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Amendment No. 3 shall be prohibited
by or invalid under such law, such


                                       8
<PAGE>

provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Amendment No. 3.

         12. Counterparts. This Amendment No. 3 may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. Delivery of an
executed counterpart of a signature page to this Amendment No. 3 by telecopy
shall be effective as delivery of a manually executed counterpart of this
Amendment No. 3.

                      [Signature pages immediately follow]


                                       9
<PAGE>
         IN WITNESS WHEREOF, this Amendment No. 3 has been duly executed as of
the date first written above.

                           GENCORP INC.



                           By: /s/ Terry L. Hall
                              ---------------------------------
                              Name: Terry L. Hall
                              Title: President and Chief Executive Officer


                        Signature Page to Amendment No. 3

<PAGE>
                           AEROJET-GENERAL CORPORATION,
                           as Subsidiary Guarantor



                           By: /s/ Michael F. Martin
                              ---------------------------------
                              Name: Michael F. Martin
                              Title: President

                        Signature Page to Amendment No. 3
<PAGE>



                           AEROJET ORDNANCE TENNESSEE, INC., as
                           Subsidiary Guarantor


                           By: /s/ Michael F. Martin
                              ---------------------------------
                              Name: Michael F. Martin
                              Title: Chairman

                        Signature Page to Amendment No. 3


<PAGE>


                           GENCORP PROPERTY INC.,
                           as Subsidiary Guarantor



                           By: /s/ Terry L. Hall
                              ---------------------------------
                              Name: Terry L. Hall
                              Title: President

                        Signature Page to Amendment No. 3

<PAGE>


                           PENN INTERNATIONAL INC.,
                           as Subsidiary Guarantor



                           By: /s/ Terry L. Hall
                              ---------------------------------
                              Name: Terry L. Hall
                              Title: President

                        Signature Page to Amendment No. 3
<PAGE>


                            GDX LLC, as Subsidiary Guarantor



                           By: /s/ Terry L. Hall
                              ---------------------------------
                              Name: Terry L. Hall
                              Title: President

                        Signature Page to Amendment No. 3

<PAGE>


                            AEROJET FINE CHEMICALS LLC,
                            as Subsidiary Guarantor



                           By: /s/ Joseph Carleone
                              ---------------------------------
                              Name: Joseph Carleone
                              Title: President

                        Signature Page to Amendment No. 3
<PAGE>


                            AEROJET INVESTMENTS LTD.,
                            as Subsidiary Guarantor



                           By: /s/ Frank V. Fogarty
                              ---------------------------------
                              Name: Frank V. Fogarty
                              Title: Vice President and Chief Financial
                                     Officer/Treasurer

                        Signature Page to Amendment No. 3


<PAGE>


                            GDX AUTOMOTIVE INC.,
                            as Subsidiary Guarantor



                           By: /s/ Terry L. Hall
                              ---------------------------------
                              Name: Terry L. Hall
                              Title: President and Chairman

                        Signature Page to Amendment No. 3

<PAGE>


                            RKO GENERAL, INC.,
                            as Subsidiary Guarantor



                           By: /s/ Terry L. Hall
                              ---------------------------------
                              Name: Terry L. Hall
                              Title: President

                        Signature Page to Amendment No. 3


<PAGE>


                           DEUTSCHE BANK TRUST COMPANY
                           AMERICAS (formerly known as
                           Bankers Trust Company), as
                           Lender, Administrative Agent
                           and Facing Agent



                            By: Marguerite Sutton
                                ---------------------------------
                                Name: Marguerite Sutton
                                Title: Vice President

                        Signature Page to Amendment No. 3
<PAGE>

                           [Bank One]



                           By: /s/ John R. Geresi
                              ---------------------------------
                              Name: John R. Geresi
                              Title: Managing Director

                        Signature Page to Amendment No. 3

<PAGE>
                                        ABN AMRO BANK N.V.,
                                        as Lender


                                        By: /s/ Terrence J. Ward
                                            -------------------------
                                            Name: Terrence J. Ward
                                            Title: Senior Vice President


                                        By: /s/ Charles H. Fowler
                                            -------------------------
                                            Name: Charles H. Fowler
                                            Title: Vice President


                       Signature Page to Amendment No. 3


<PAGE>
                                        THE BANK OF NEW YORK,
                                        as Lender


                                        By: /s/ Elizabeth T. Ying
                                            -------------------------
                                            Name: Elizabeth T. Ying
                                            Title: Vice President


                       Signature Page to Amendment No. 3

<PAGE>
                                        THE BANK OF NOVA SCOTIA,
                                        as Lender


                                        By: /s/ Maarten Van Otterloo
                                            -------------------------
                                            Name: Marteen Van Otterloo
                                            Title: Managing Director


                       Signature Page to Amendment No. 3
<PAGE>

                                        NATIONAL CITY BANK,
                                        as Lender


                                        By: /s/ Kenneth M. Blackwell
                                            -------------------------
                                            Name: Kenneth M. Blackwell
                                            Title: Vice President


                       Signature Page to Amendment No. 3

<PAGE>
                                        THE NORTHERN TRUST COMPANY,
                                        as Lender


                                        By: /s/ Kathleen D. Schurr
                                            -------------------------
                                            Name: Kathleen D. Schurr
                                            Title: Vice President


                       Signature Page to Amendment No. 3

<PAGE>
                                        WELLS FARGO BANK, N.A.,
                                        as Lender


                                        By: /s/ Gregory J. Mellor
                                            -------------------------
                                            Name: Gregory J. Mellor
                                            Title: Vice President


                       Signature Page to Amendment No. 3
<PAGE>
                                        WACHOVIA BANK, N.A.,
                                        as Lender


                                        By: /s/ Robert G. McGill, Jr.
                                            -------------------------
                                            Name: Robert G. McGill, Jr.
                                            Title: Vice President


                       Signature Page to Amendment No. 3
<PAGE>
                                        ING CAPITAL LLC,
                                        as Lender


                                        By: /s/ David Scott Orner
                                            -------------------------
                                            Name: David Scott Orner
                                            Title: Vice President


                       Signature Page to Amendment No. 3
<PAGE>
                                        AMMC CDO II, LIMITED,
                                        as Lender


                                        By: American Money Management Corp.,
                                            as Collateral Manager



                                        By: /s/ David P. Meyer
                                            -------------------------
                                            Name: David P. Meyer
                                            Title: Vice President


                       Signature Page to Amendment No. 3
<PAGE>
                                        VENTURE CDO 2002, LIMITED
                                        By its investment advisor, MJX Asset
                                        Management, LLC
                                        as Lender


                                        By: /s/
                                            -------------------------
                                            Name:
                                            Title:


                       Signature Page to Amendment No. 3
<PAGE>
                                        VENTURE II CDO 2002, LIMITED
                                        By its investment advisor, MJX Asset
                                        Management, LLC
                                        as Lender


                                        By: /s/
                                            -------------------------
                                            Name:
                                            Title:


                       Signature Page to Amendment No. 3
<PAGE>
                                        FRANKLIN CLO I LTD,
                                        as Lender


                                        By: /s/
                                            -------------------------
                                            Name:
                                            Title:


                       Signature Page to Amendment No. 3
<PAGE>
                                        FRANKLIN CLO II LTD,
                                        as Lender


                                        By: /s/
                                            -------------------------
                                            Name:
                                            Title:


                       Signature Page to Amendment No. 3
<PAGE>
                                        FRANKLIN CLO III LTD,
                                        as Lender


                                        By: /s/
                                            -------------------------
                                            Name:
                                            Title:


                       Signature Page to Amendment No. 3
<PAGE>
                                        FRANKLIN CLO IV LTD,
                                        as Lender


                                        By: /s/
                                            -------------------------
                                            Name:
                                            Title:


                       Signature Page to Amendment No. 3
<PAGE>
                                        FRANKLIN FLOAT RATE TRUST,
                                        as Lender


                                        By: /s/
                                            -------------------------
                                            Name:
                                            Title:


                       Signature Page to Amendment No. 3
<PAGE>
                                        FRANKLIN FLOATING DAILY,
                                        as Lender


                                        By: /s/
                                            -------------------------
                                            Name:
                                            Title:


                       Signature Page to Amendment No. 3
<PAGE>
                                        AERIES FINANCE-II, LTD.,
                                        as Lender


                                        By: Patriarch Partners X, LLC,
                                            its Managing Agent

                                        By: /s/ Lynn Tilton
                                            ----------------------------
                                            Name: Lynn Tilton
                                            Title: Manager


                                        AMARA-1 FINANCE LTD.,
                                        as Lender


                                        By: Patriarch Partners XI, LLC,
                                            its Managing Agent

                                        By: /s/ Lynn Tilton
                                            ----------------------------
                                            Name: Lynn Tilton
                                            Title: Manager

                                        AMARA-2 FINANCE LTD.,
                                        as Lender


                                        By: Patriarch Partners XII, LLC,
                                            its Managing Agent

                                        By: /s/ Lynn Tilton
                                            ----------------------------
                                            Name: Lynn Tilton
                                            Title: Manager

                                        OASIS COLLATERALIZED HIGH INCOME
                                        PORTFOLIOS-1, LTD.,
                                        as Lender


                                        By: Patriarch Partners XIII, LLC,
                                            its Managing Agent

                                        By: /s/ Lynn Tilton
                                            ----------------------------
                                            Name: Lynn Tilton
                                            Title: Manager

                       Signature Page to Amendment No. 3
<PAGE>
                                        HARBOURVIEW CLO V, LTD.,
                                        as Lender


                                        By: /s/ Bill Campbell
                                            -------------------------
                                            Name: Bill Campbell
                                            Title: Manager


                       Signature Page to Amendment No. 3
<PAGE>
                                        HARBOURVIEW CLO IV, LTD.,
                                        as Lender


                                        By: /s/ Bill Campbell
                                            -------------------------
                                            Name: Bill Campbell
                                            Title: Manager


                       Signature Page to Amendment No. 3
<PAGE>
                                        OPPENHEIMER SENIOR FLOATING RATE
                                        FUND,
                                        as Lender


                                        By: /s/ Bill Campbell
                                            -------------------------
                                            Name: Bill Campbell
                                            Title: Manager


                       Signature Page to Amendment No. 3
<PAGE>
                                        PACIFICA PARTNERS I, L.P.,
                                        By: Imperial Credit Asset Management as
                                            its Investment Manager

                                        as Lender


                                        By: /s/ Dean Kawai
                                            -------------------------
                                            Name: Dean Kawai
                                            Title: Senior Vice President


                       Signature Page to Amendment No. 3
<PAGE>
                                                Stanfield CLO Ltd.
                                        By: Stanfield Capital Partners LLC
                                              as its Collateral Manager


                                        By: /s/ Christopher E. Jansen
                                            -------------------------
                                            Name: Christopher E. Jansen
                                            Title: Managing Partner


                       Signature Page to Amendment No. 3
<PAGE>
                                          Windsor Loan Funding, Limited
                                        By: Stanfield Capital Partners LLC
                                            as its Investment Manager


                                        By: /s/ Christopher E. Jansen
                                            -------------------------
                                            Name: Christopher E. Jansen
                                            Title: Managing Partner


                       Signature Page to Amendment No. 3
<PAGE>
                                            Stanfield Arbitrage CDO, Ltd.
                                        By: Stanfield Capital Partners LLC
                                              as its Collateral Manager


                                        By: /s/ Christopher E. Jansen
                                            -------------------------
                                            Name: Christopher E. Jansen
                                            Title: Managing Partner


                       Signature Page to Amendment No. 3
<PAGE>
                                             Stanfield Quattro CLO, Ltd.
                                        By: Stanfield Capital Partners LLC
                                              as its Collateral Manager


                                        By: /s/ Christopher E. Jansen
                                            -------------------------
                                            Name: Christopher E. Jansen
                                            Title: Managing Partner


                       Signature Page to Amendment No. 3
<PAGE>
                                                Hamilton CDO, Ltd.
                                        By: Stanfield Capital Partners LLC
                                              as its Collateral Manager


                                        By: /s/ Christopher E. Jansen
                                            -------------------------
                                            Name: Christopher E. Jansen
                                            Title: Managing Partner


                       Signature Page to Amendment No. 3
<PAGE>

                                  AURUM CLO 2002-1 LTD.,
                                  as Lender


                                  By: Columbia Management Advisors, Inc. (f/k/a
                                      Stein Roe & Farnham Incorporated),
                                      as Investment Manager


                                  By: /s/ Kathleen A. Zarn
                                      -------------------------
                                      Name: Kathleen A. Zarn
                                      Title: Senior Vice President


                       Signature Page to Amendment No. 3
<PAGE>
                                  SRF 2000, INC.,
                                  as Lender



                                  By: /s/ Ann E. Morris
                                      -------------------------
                                      Name: Ann E. Morris
                                      Title: Asst Vice President


                       Signature Page to Amendment No. 3

<PAGE>
                                  TORONTO DOMINION (NEW YORK), INC.,
                                  as Lender



                                  By: /s/ Michelle Manning
                                      -------------------------
                                      Name: Michelle Manning
                                      Title: Vice President


                       Signature Page to Amendment No. 3