JARDEN CORP
AMENDED AND RESTATED CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.48
<SEQUENCE>5
<FILENAME>file004.txt
<DESCRIPTION>AMENDED AND RESTATED CREDIT AGREEMENT
<TEXT>
<PAGE>

             AMENDMENT NO. 2 TO AMENDED & RESTATED CREDIT AGREEMENT

         This Amendment No. 2 to Amended & Restated Credit Agreement (this
"Agreement") dated as of December 3, 2003 is made by and among JARDEN
CORPORATION, a Delaware corporation (the "Borrower"), BANK OF AMERICA, N.A., a
national banking association organized and existing under the laws of the United
States ("Bank of America"), in its capacity as administrative agent for the
Lenders (as defined in the Credit Agreement (as defined below)) (in such
capacity, the "Administrative Agent"), and each of the Lenders signatory hereto,
and each of the Guarantors (as defined in the Credit Agreement) signatory
hereto.

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Administrative Agent and the Lenders have
entered into that certain Amended & Restated Credit Agreement dated as of
September 2, 2003, as amended by Amendment No. 1 to Amended & Restated Credit
Agreement dated as of September 25, 2003 (as so amended, as hereby amended and
as from time to time hereafter further amended, modified, supplemented,
restated, or amended and restated, the "Credit Agreement"; the capitalized terms
used in this Agreement not otherwise defined herein shall have the respective
meanings given thereto in the Credit Agreement), pursuant to which the Lenders
have made available to the Borrower various revolving credit and term loan
facilities, including a letter of credit facility and a swing line facility; and

         WHEREAS, each of the Guarantors has entered into a Guaranty pursuant to
which it has guaranteed certain or all of the obligations of the Borrower under
the Credit Agreement and the other Loan Documents; and

         WHEREAS, the Borrower has requested that the Administrative Agent and
the Lenders agree to amend certain terms of the Credit Agreement, which the
Administrative Agent and the Lenders party hereto are willing to do on the terms
and conditions contained in this Agreement;

         NOW, THEREFORE, in consideration of the premises and further valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

         1. Amendments to Credit Agreement. Subject to the terms and conditions
set forth herein, the Credit Agreement is hereby amended as follows:

         (a) The definition of "Consolidated EBITDA" is hereby deleted in its
entirety and replaced with the following:

               "Consolidated EBITDA" means, for any period, for the Borrower and
         its Subsidiaries, an amount equal to the sum of (a) Consolidated Net
         Income (net of up to $10,000,000 of nonrecurring gains not otherwise
         excluded in the calculation of Consolidated Net Income as used in this
         definition, and net of up to $6,000,000 of reorganization expenses
         incurred in connection with the Diamond Acquisition not otherwise
         excluded in the calculation of Consolidated Net Income as used in this
         definition), (b) Consolidated Interest Charges, (c) the amount of
         taxes, based

<PAGE>

         on or measured by income, used or included in determining such
         Consolidated Net Income, (d) the amount of depreciation and
         amortization expense deducted in determining such Consolidated Net
         Income, (e) the amount of nonrecurring expenses incurred after the
         Original Closing Date and during such period not to exceed $10,000,000,
         to the extent such net expenses are deducted in determining
         Consolidated Net Income, (f) up to $5,000,000 of net non-recurring
         expenses incurred during such period in connection with (but not after)
         the consummation of the Lehigh Acquisition, to the extent such net
         expenses are deducted during such period in determining Consolidated
         Net Income, (g) if Scheduled Acquisition B has occurred, up to
         $10,000,000 of net non-recurring expenses incurred during such period
         in connection with (but not after) the consummation of the Scheduled
         Acquisition B, to the extent such net expenses are deducted during such
         period in determining Consolidated Net Income, and (h) up to
         $25,000,000 in any Four-Quarter Period in non-cash compensation
         expenses related to the issuance or vesting, or lapsing of restrictions
         with respect to the exercise, of restricted stock or stock options to
         employees of the Borrower to the extent such expenses are deducted
         during such period in determining Consolidated Net Income, all
         determined on a consolidated basis in accordance with GAAP, subject (in
         connection with the calculation of the Senior Leverage Ratio and the
         Total Leverage Ratio only) to Acquisition Adjustments.

         (b) The definition of "Non-Exempt Net Proceeds" in Article I of the
Credit Agreement is hereby deleted in its entirety.

         (c) Section 2.06(e)(ii) is hereby deleted in its entirety and replaced
with the following:

               (ii) The Borrower shall make, or shall cause each applicable
         Subsidiary to make, a prepayment with respect to each private or public
         offering of Equity Securities of the Borrower or any Subsidiary (other
         than the Permitted Equity Issuance and Equity Securities issued to the
         Borrower or a Guarantor) in an amount equal to fifty percent (50%) of
         the Net Proceeds of each such issuance of Equity Securities of the
         Borrower or any Subsidiary. Each prepayment provided for in this
         Section 2.06(e)(ii) will be made within ten (10) Business Days of
         receipt of such proceeds and upon not less than five (5) Business Days'
         prior written notice to the Administrative Agent, which notice shall
         include a certificate of a Responsible Officer of the Borrower setting
         forth in reasonable detail the calculations utilized in computing the
         Net Proceeds of such issuance and the amount of such prepayment;
         provided that no prepayment shall be required hereunder of the first
         $20,000,000 of Net Proceeds in each fiscal year of the Borrower
         realized from (x) the issuance of Equity Securities in connection with
         the exercise of any option, warrant or other convertible security of
         the Borrower or any Subsidiary or (y) the issuance, award or grant of
         Equity Securities to eligible participants under a stock plan of the
         Borrower.

         (d) Exhibit D to the Credit Agreement is hereby deleted in its entirety
and replaced by the revised Exhibit D set forth as Annex I to this Agreement.

                                       2
<PAGE>

         2. Effectiveness; Conditions Precedent. The effectiveness of this
Agreement and the amendments to the Credit Agreement provided in Paragraph 1
hereof are all subject to the satisfaction of each the following conditions
precedent:

               (a) The Administrative Agent shall have received each of the
         following documents or instruments in form and substance reasonably
         acceptable to the Administrative Agent:

                     (i) four (4) original counterparts of this Agreement, duly
               executed by the Borrower, the Administrative Agent, each
               Guarantor and the Required Lenders, together with all schedules
               and exhibits thereto duly completed;

                     (ii) such other documents, instruments, opinions,
               certifications, undertakings, further assurances and other
               matters as the Administrative Agent shall reasonably request.

               (b) All fees and expenses payable to the Administrative Agent and
         the Lenders (including the fees and expenses of counsel to the
         Administrative Agent) estimated to date shall have been paid in full
         (without prejudice to final settling of accounts for such fees and
         expenses).

         3. Consent of the Guarantors. Each Guarantor hereby consents,
acknowledges and agrees to the amendments and other matters set forth herein and
hereby confirms and ratifies in all respects the Guaranty to which such
Guarantor is a party (including without limitation the continuation of such
Guarantor's payment and performance obligations thereunder upon and after the
effectiveness of this Agreement and the amendments, waivers and consents
contemplated hereby) and the enforceability of such Guaranty against such
Guarantor in accordance with its terms.

         4. Representations and Warranties. In order to induce the
Administrative Agent and the Lenders to enter into this Agreement, the Borrower
represents and warrants to the Administrative Agent and the Lenders as follows:

               (a) The representations and warranties made by the Borrower in
         Article V of the Credit Agreement and in each of the other Loan
         Documents to which it is a party are true and correct in all material
         respects on and as of the date hereof, except to the extent that such
         representations and warranties expressly relate to an earlier date;

               (b) Since June 30, 2003, no act, event, condition or circumstance
         has occurred or arisen which, singly or in the aggregate with one or
         more other acts, events, occurrences or conditions (whenever occurring
         or arising), has had or could reasonably be expected to have a Material
         Adverse Effect;

               (c) The Persons appearing as Guarantors on the signature pages to
         this Agreement constitute all Persons who are required to be Guarantors
         pursuant to the terms of the Credit Agreement and the other Loan
         Documents, including without limitation all

                                       3
<PAGE>

         Persons who became Subsidiaries or were otherwise required to become
         Guarantors after the Closing Date, and each of such Persons has become
         and remains a party to a Guaranty as a Guarantor;

               (d) This Agreement has been duly authorized, executed and
         delivered by the Borrower and Guarantors party hereto and constitutes a
         legal, valid and binding obligation of such parties, except as may be
         limited by general principles of equity or by the effect of any
         applicable bankruptcy, insolvency, reorganization, moratorium or
         similar law affecting creditors' rights generally; and

               (e) After giving effect to this Agreement, no Default or Event of
         Default has occurred and is continuing.

         5. Entire Agreement. This Agreement, together with all the Loan
Documents (collectively, the "Relevant Documents"), sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relating to such subject matter. No promise, condition, representation
or warranty, express or implied, not set forth in the Relevant Documents shall
bind any party hereto, and no such party has relied on any such promise,
condition, representation or warranty. Each of the parties hereto acknowledges
that, except as otherwise expressly stated in the Relevant Documents, no
representations, warranties or commitments, express or implied, have been made
by any party to the other. None of the terms or conditions of this Agreement may
be changed, modified, waived or canceled orally or otherwise, except in writing
and in accordance with Section 10.01 of the Credit Agreement.

         6. Full Force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects and shall be and
remain in full force and effect according to their respective terms.

         7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.

         8. Governing Law. This Agreement shall in all respects be governed by,
and construed in accordance with, the laws of the State of New York applicable
to contracts executed and to be performed entirely within such State, and shall
be further subject to the provisions of Sections 10.17(b) and 10.18 of the
Credit Agreement.

         9. Enforceability. Should any one or more of the provisions of this
Agreement be determined to be illegal or unenforceable as to one or more of the
parties hereto, all other provisions nevertheless shall remain effective and
binding on the parties hereto.

         10. References. All references in any of the Loan Documents to the
"Credit Agreement" shall mean the Credit Agreement, as amended hereby.

         11. Successors and Assigns. This Agreement shall be binding upon and
inure to the

                                       4
<PAGE>

benefit of the Borrower, the Administrative Agent and each of the Guarantors and
Lenders, and their respective successors, legal representatives, and assignees
to the extent such assignees are permitted assignees as provided in Section
10.07 of the Credit Agreement.



                            [SIGNATURE PAGES FOLLOW.]






                                       5
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be made, executed and delivered by their duly authorized officers as of the day
and year first above written.

                              BORROWER:

                              JARDEN CORPORATION


                              By: /s/ Simon Wood
                                 --------------------------------------------
                              Name: Simon Wood
                                   ------------------------------------------
                              Title: Vice President of Finance and Controller
                                    -----------------------------------------








                                 Amendment No. 2
                                Signature Page 1
<PAGE>


                                    GUARANTORS:

                                    HEARTHMARK, LLC, a Delaware limited
                                    liability company

                                    ALLTRISTA PLASTICS CORPORATION, an Indiana
                                    corporation

                                    ALLTRISTA NEWCO CORPORATION, an Indiana
                                    corporation

                                    LEHIGH CONSUMER PRODUCTS CORPORATION, a
                                    Pennsylvania corporation TILIA, INC.
                                    (successor by name change to Alltrista
                                    Acquisition I, Inc.), a Delaware corporation

                                    TILIA DIRECT, INC. (successor by name change
                                    to Alltrista Acquisition II, Inc.), a
                                    Delaware corporation

                                    TILIA INTERNATIONAL, INC. (successor by name
                                    change to Alltrista Acquisition III, Inc.),
                                    a Delaware corporation

                                    QUOIN, LLC, a Delaware limited liability
                                    company


                                    By: /s/ Simon Wood
                                       -----------------------------------------
                                    Name: Simon Wood
                                         ---------------------------------------
                                    Title: Vice President
                                          --------------------------------------


                                    ALLTRISTA ZINC PRODUCTS, L.P., an Indiana
                                    limited partnership

                                    By: Alltrista Newco Corporation, a Indiana
                                        corporation, its general partner


                                             By: /s/ Simon Wood
                                                --------------------------------
                                             Name: Simon Wood
                                                  ------------------------------
                                             Title: Vice President
                                                   -----------------------------





                                 Amendment No. 2
                                Signature Page 2
<PAGE>

                                    ADMINISTRATIVE AGENT:

                                    BANK OF AMERICA, N.A., AS ADMINISTRATIVE
                                    AGENT


                                    By: /s/ Tim Cassidy
                                       -----------------------------------------
                                    Name:  Tim Cassidy
                                          --------------------------------------
                                    Title:   Vice President
                                           -------------------------------------







                                 Amendment No. 2
                                Signature Page 3
<PAGE>


                                    LENDERS:

                                    BANK OF AMERICA, N.A., as a Lender, L/C
                                    Issuer and Swing Line Lender


                                    By: /s/ Tim Cassidy
                                       -----------------------------------------
                                    Name: Tim Cassidy
                                         ---------------------------------------
                                    Title: Vice President
                                          --------------------------------------






                                 Amendment No. 2
                                Signature Page 4
<PAGE>

                                    CIBC INC.



                                    By: /s/ Dean J. Decker
                                       -----------------------------------------
                                    Name: Dean J. Decker
                                         ---------------------------------------
                                    Title: Managing Director
                                          --------------------------------------





                                 Amendment No. 2
                                Signature Page 5
<PAGE>

                                    FLEET NATIONAL BANK




                                    By: /s/ W. Lincoln Schoff, Jr.
                                       -----------------------------------------
                                    Name: W. Lincoln Schoff, Jr.
                                         ---------------------------------------
                                    Title: Senior Vice President
                                          --------------------------------------







                                 Amendment No. 2
                                Signature Page 6
<PAGE>

                                    HARRIS TRUST AND SAVINGS BANK


                                    By: /s/ Thad D. Rasche
                                       -----------------------------------------
                                    Name: Thad D. Rasche
                                         ---------------------------------------
                                    Title: Vice President
                                          --------------------------------------





                                 Amendment No. 2
                                Signature Page 7
<PAGE>

                                    NATIONAL CITY BANK OF INDIANA



                                    By: /s/ David G. McNeely
                                       -----------------------------------------
                                    Name: David G. McNeely
                                         ---------------------------------------
                                    Title: Assistant Vice President
                                          --------------------------------------







                                 Amendment No. 2
                                Signature Page 8
<PAGE>

                                    SUNTRUST BANK



                                    By: /s/ Heidi M. Khambatta
                                       -----------------------------------------
                                    Name: Heidi M. Khambatta
                                         ---------------------------------------
                                    Title: Vice President
                                          --------------------------------------







                                 Amendment No. 2
                                Signature Page 9
<PAGE>


                                    THE BANK OF NEW YORK



                                    By: /s/ Maurice Campbell
                                       -----------------------------------------
                                    Name: Maurice Campbell
                                         ---------------------------------------
                                    Title: Vice President
                                          --------------------------------------







                                 Amendment No. 2
                                Signature Page 10
<PAGE>


                                    TRANSAMERICA BUSINESS CAPITAL CORPORATION



                                    By: /s/ Steve Goetschius
                                       -----------------------------------------
                                    Name: Steve Goetschius
                                         ---------------------------------------
                                    Title: Senior Vice President
                                          --------------------------------------







                                 Amendment No. 2
                                Signature Page 11
<PAGE>


                                    APEX (IDM) CDO I LTD.

                                    BY: DAVID L. BABSON & COMPANY INC. AS
                                        COLLATERAL MANAGER


                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name: David P. Wells
                                             -----------------------------------
                                        Title: Managing Director
                                              ----------------------------------







                                 Amendment No. 2
                                Signature Page 15
<PAGE>


                                    BABSON CLO LTD. 2003-1

                                    BY: DAVID L. BABSON & COMPANY INC. AS
                                        COLLATERAL MANAGER


                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name: David P. Wells
                                             -----------------------------------
                                        Title: Managing Director
                                              ----------------------------------







                                 Amendment No. 2
                                Signature Page 16
<PAGE>

                                    BILL & MELINDA GATES FOUNDATION

                                    BY: DAVID L. BABSON & COMPANY INC., AS
                                        COLLATERAL MANAGER


                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name: David P. Wells
                                             -----------------------------------
                                        Title: Managing Director
                                              ----------------------------------







                                 Amendment No. 2
                                Signature Page 18
<PAGE>

                                    COLUMBUS FLOATING RATE ADVANTAGE FUND



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







                                 Amendment No. 2
                                Signature Page 31
<PAGE>

                                    COLUMBUS FLOATING RATE LIMITED



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







                                 Amendment No. 2
                                Signature Page 32
<PAGE>

                                    DENALI CAPITAL CLO III LTD.



                                    By: /s/ John P. Thacker
                                       -----------------------------------------
                                    Name: John P. Thacker
                                         ---------------------------------------
                                    Title: Chief Credit Officer
                                          --------------------------------------







                                 Amendment No. 2
                                Signature Page 38
<PAGE>

                                    EAST WEST BANK



                                    By: /s/ Nancy A. Moore
                                       -----------------------------------------
                                    Name: Nancy A. Moore
                                         ---------------------------------------
                                    Title: Senior Vice President
                                          --------------------------------------







                                 Amendment No. 2
                                Signature Page 39
<PAGE>


                                    ELC (CAYMAN) LTD. 2000-1

                                    BY: DAVID L. BABSON & COMPANY INC., AS
                                        COLLATERAL MANAGER


                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name: David P. Wells
                                             -----------------------------------
                                        Title: Managing Director
                                              ----------------------------------






                                 Amendment No. 2
                                Signature Page 40
<PAGE>

                                    ELC CAYMAN LTD. 1999-II

                                    BY: DAVID L. BABSON & COMPANY INC., AS
                                        COLLATERAL MANAGER


                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name: David P. Wells
                                             -----------------------------------
                                        Title: Managing Director
                                              ----------------------------------






                                 Amendment No. 2
                                Signature Page 41
<PAGE>

                                    ELC CAYMAN LTD. 1999-III

                                    BY: DAVID L. BABSON & COMPANY INC., AS
                                        COLLATERAL MANAGER


                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name: David P. Wells
                                             -----------------------------------
                                        Title: Managing Director
                                              ----------------------------------






                                 Amendment No. 2
                                Signature Page 42
<PAGE>

                                    FRANKLIN CLO IV, LIMITED



                                    By: /s/ Tyler Chan
                                       -----------------------------------------
                                    Name: Tyler Chan
                                         ---------------------------------------
                                    Title: Vice President
                                          --------------------------------------







                                 Amendment No. 2
                                Signature Page 46
<PAGE>

                                    FRANKLIN FLOATING RATE DAILY ACCESS



                                    By: /s/ Tyler Chan
                                       -----------------------------------------
                                    Name: Tyler Chan
                                         ---------------------------------------
                                    Title: Asst. Vice President
                                          --------------------------------------







                                 Amendment No. 2
                                Signature Page 47
<PAGE>

                                    FRANKLIN FLOATING RATE MASTER



                                    By: /s/ Tyler Chan
                                       -----------------------------------------
                                    Name: Tyler Chan
                                         ---------------------------------------
                                    Title: Asst. Vice President
                                          --------------------------------------







                                 Amendment No. 2
                                Signature Page 48
<PAGE>

                                    LANDMARK III CDO LIMITED


                                    By: Aladdin Capital Management
                                       -----------------------------------------


                                    By: /s/ Thomas Eggenschwiler
                                       -----------------------------------------
                                    Name: Thomas Eggenschwiler
                                         ---------------------------------------
                                    Title: Director
                                          --------------------------------------







                                 Amendment No. 2
                                Signature Page 56
<PAGE>

                                    MAPLEWOOD (CAYMAN) LIMITED

                                    BY: DAVID L. BABSON & COMPANY INC., UNDER
                                        DELEGATED AUTHORITY FROM MASSACHUSETTS
                                        MUTUAL LIFE INSURANCE COMPANY AS
                                        INVESTMENT MANAGER


                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name: David P. Wells
                                             -----------------------------------
                                        Title: Managing Director
                                              ----------------------------------






                                 Amendment No. 2
                                Signature Page 60
<PAGE>


                                    MASSACHUSETTS MUTUAL LIFE INSURANCE CO.

                                    BY: DAVID L. BABSON & COMPANY INC., AS
                                        INVESTMENT MANAGER


                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name: David P. Wells
                                             -----------------------------------
                                        Title: Managing Director
                                              ----------------------------------






                                 Amendment No. 2
                                Signature Page 61
<PAGE>

                                    PINEHURST TRADING INC.



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







                                 Amendment No. 2
                                Signature Page 69
<PAGE>

                                    PPM-SHADOW CREEK FUNDING LLC



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







                                 Amendment No. 2
                                Signature Page 70
<PAGE>

                                    PPM-SPYGLASS FUNDING TRUST



                                    By: /s/ Ann E. Morris
                                       -----------------------------------------
                                    Name: Ann E. Morris
                                         ---------------------------------------
                                    Title: Authorized Agent
                                          --------------------------------------







                                 Amendment No. 2
                                Signature Page 71
<PAGE>

                                    SIMSBURY CLO LIMITED

                                    BY: DAVID L. BABSON & COMPANY INC., UNDER
                                        DELEGATED AUTHORITY FROM MASSACHUSETTS
                                        MUTUAL LIFE INSURANCE COMPANY AS
                                        COLLATERAL MANAGER


                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name: David P. Wells
                                             -----------------------------------
                                        Title: Managing Director
                                              ----------------------------------






                                 Amendment No. 2
                                Signature Page 74
<PAGE>

                                    SRF 2000 INC.



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







                                 Amendment No. 2
                                Signature Page 75
<PAGE>

                                    SRF TRADING INC.



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







                                 Amendment No. 2
                                Signature Page 76
<PAGE>

                                    SUFFIELD CLO LIMITED

                                    BY: DAVID L. BABSON & COMPANY INC. AS
                                        COLLATERAL MANAGER


                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name: David P. Wells
                                             -----------------------------------
                                        Title: Managing Director
                                              ----------------------------------






                                 Amendment No. 2
                                Signature Page 80
<PAGE>

                                    VENTURE CDO 2002 LTD.



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







                                 Amendment No. 2
                                Signature Page 86
<PAGE>

                                    VENTURE II CDO 2002, LIMITED



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







                                 Amendment No. 2
                                Signature Page 87


</TEXT>
</DOCUMENT>
