NOW, THEREFORE, in consideration of the covenants and agreements contained herein and othergood and valuable consideration, the receipt and sufficiency of which are hereby mutuallyacknowledged, the parties hereby agree as follows:     Section 1.01. *Purchase of Role as Collateral Manager.*In lieu of Newco’s obligation todeliver Common Shares to the Manager in consideration of the Manager’s assignment of the CollateralManagement Agreement to Newco pursuant to and in accordance with Section 1.01(b) of the Agreement,Newco shall, subject to the following terms and conditions, pay to the Manager cash considerationin the amount equal to the fair value of the role as collateral manager of CDO Fund III. The fairvalue of the role as collateral manager of CDO Fund III shall be calculated by a majority ofNewco’s independent directors acting in good faith by considering the aggregate value of themanagement fees that would be payable to Newco under the Collateral Management Agreement from thedate of the assignment through the date of maturity of the financing entered into by CDO Fund III.The cash payable by Newco to the Manager pursuant to the immediately preceding sentence shall bedelivered on such date as may be agreed between Newco and the Manager.     Section 1.02. *Waiver of Conditions to Transfer Limited Partner Interests.*(a) As generalpartner of CDO III GP, the Class A Investor hereby agrees to waive the conditions set forth inSections 10.1(b)(i), 10.1(b)(ii), 10.1(b)(iii), 10.1(b)(iv), 10.1(b)(v), 10.1(b)(vi), 10.1(b)(vii)and 10.1(c) of the Amended and Restated Limited Partnership Agreement of CDO III GP dated October16, 2001 with respect to the transfer of the Class B Investors limited partner interests.     (b) Power of Attorney. Each of the Class B Investors hereby appoints the Class A Investor toact as attorney-in-fact for such Class B Investor for the purpose of effecting the transfer of suchClass B Investor’s limited partner interests in CDO III GP and any other documents in connectiontherewith.     Section 1.03. *Deficit Amount.*The Class A Investor and the Class B Investors herebyseverally agree to make an additional contribution to Newco in cash equal to such Investor’s ProRata Share of the Deficit Amount, if any, within five business days following receipt of a writtendemand by Newco; provided that no Investor shall be obligated under this provision to pay an amountin aggregate in excess of such Investor’s Pro Rata Share of $5,000,000. Newco shall make a writtendemand with respect to the Deficit Amount not less than 120 days nor more than 150 days after thedate hereof. No additional Common Shares will be issued to the Investors.     “**Deficit Amount**” means an amount, if any, as determined by Newco, by which the actualaggregate distributions received by Newco with respect to the GP Interest and LP Interests are lessthan the fair value of such Interests as of the date hereof.
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     “**Pro Rata Share**” means, with respect to each Investor, a percentage determined by dividing thenumber of Common Shares issued pursuant to Section 1.01 of the Agreement to such Investor by thetotal number of Common Shares issued under Section 1.01 of the Agreement to all of the Investors.     Section 1.04. *Governing Law.*This Amendment is made and shall be governed by and construedin all respects in accordance with the laws of the State of New York, without regard to theprinciples of conflicts of laws thereof.     Capitalized terms used and not otherwise defined herein shall have the respective meaningsascribed in the Agreement.
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as ofthe date first above written.         GSC INVESTMENT LLC         By: /s/ Richard T. Allorto Name: Richard T. Allorto      Title: Chief Financial Officer           GSC CDO III L.L.C.         By: GSCP (NJ) Holdings, L.P. as its sole member         By: GSCP (NJ), Inc., as its General Partner         By: /s/ David L. Goret Name: David L. Goret      Title: Managing Director andSecretary           GSCP (NJ), L.P.           By: GSCP (NJ), Inc., as its General Partner         By: /s/ David L. Goret Name: David L. Goret      Title: Managing Director andSecretary           **Class B Investors:**     /s/ Thomas J. Libassi Thomas J. Libassi  
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       /s/ Richard M. Hayden Richard M. Hayden         /s/ Thomas V. Inglesby Thomas V. Inglesby         /s/ Robert A. Hamwee Robert A. Hamwee         /s/ Keith W. Abell Keith W. Abell           HANNA FRANK INVESTMENTS LLC           By: /s/ Peter Frank Name: Peter Frank      Title: Managing Member           GREENWICH STREET CAPITAL PARTNERS II, L.P.         By: Greenwich Street Investments II,L.L.C., as its General Partner         By: /s/ Thomas V. Inglesby Name: Thomas V. Inglesby      Title: Managing Member  
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