LETTER AGREEMENT

 

The parties hereto desire to amend certain terms under the Amended andRestated Contribution, Sale and Servicing Agreement dated as of March 31, 2000 among PointWest Capital Corporation, Dignity Partners Funding Corp. I and Bankers Trust Company (the"Servicing Agreement"), and the Master Agreement dated as of March 31, 2000among Point West Capital Corporation, Dignity Partners, Inc., Dignity Partners FundingCorp. I, Bankers Trust Company, Heller Financial, Inc., The Lincoln National LifeInsurance Company and First Penn-Pacific Life Insurance Company (the "MasterAgreement") relating to servicing.

Under the Servicing Agreement, the term for servicing is herebyextended by changing the "Scheduled Servicer Termination Date" from June 30,2002 to September 30, 2002. The "Monthly Servicing Fee" for each of thoseadditional "Collection Periods" is hereby $15,000. The following sentence ishereby added at the end of Section 5.09 of the Servicing Agreement: "In July andAugust, 2002, the Servicer will notify each Noteholder and the Indenture Trustee inwriting by the 20th of each such month, or if the 20th is not a Business Day, by thepreceding Business Day, of its reasonable expectation of the Monthly Required Payments forthe Payment Date in the following month."

In the Master Agreement, the "Transaction Termination Date"is hereby revised to change June 30, 2002 to September 30, 2002.

In the Master Agreement, Section 3.04(a)(i) is hereby revised to readas follows: "in July and August, 2002, provided the Servicer notifies the Noteholdersin writing by the 20th of each such month of the appropriate amount, advance to the Issueron or before the last Business Day of each such month the Monthly Required Payments forthe Payment Date in the following calendar month for which the Servicer reasonably expectsthe Issuer will otherwise lack sufficient funds (either in the Collection Account ofotherwise) in accordance with Section 8.01(i) of the Indenture".

In all other respects, both the Servicing Agreement and the MasterAgreement remain in full force and effect, and references of either agreement to the othershall be deemed to refer to such agreement as modified by this Letter Agreement.

This Letter Agreement is effective as of June 30, 2002.

 

| POINT WEST CAPITAL CORPORATION
 
/s/ John Ward RotterJohn Ward Rotter
Chief Executive Officer
 

DIGNITY PARTNERS FUNDING CORP.1
 
/s/ John Ward RotterJohn Ward Rotter
Secretary
 

DEUTSCHE BANK TRUST COMPANY AMERICAS,
FORMERLY KNOWN AS BANKERS TRUST COMPANY
 
/s/ Jenna KaufmanJenna Kaufman
Vice President
 

DIGNITY PARTNERS, INC.
 
/s/ John Ward RotterJohn Ward Rotter
CEO
Succeeded by Point West Capital Corporation
 

 

GENERAL ELECTRIC CAPITAL CORPORATION, 
AS SUCCESSOR IN INTEREST TO HELLER    FINANCIAL, INC.
 
/s/ Neil L. GouldenNeil L. Goulden
Senior Vice President
 

 

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
/s/ Bradley RitterBradley Ritter
Vice President
 

 

FIRST PENN-PACIFIC LIFE INSURANCE COMPANY
 
/s/ Bradley RitterBradley Ritter
Vice President |
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