EXHIBIT (k)(5)
August 24, 2001
Xxx Xxxxxx Prime Rate Income Trust
Xxx Xxxxxx Senior Floating Rate Fund
Xxx Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
You and we are parties to that certain Credit Agreement dated as of
April 17, 1997 and amended and restated pursuant to a Third Amendment of Credit
Agreement dated as of September 13, 2000 (the "Credit Agreement"). Terms used
herein shall, unless otherwise defined herein or the context otherwise requires,
have the meanings assigned to such terms in the Credit Agreement as amended
hereby.
You and we have agreed that, effective as of the date of this letter
agreement, the date September 12, 2001 appearing in clause (a) of the definition
of the term Commitment Termination Date set forth in Schedule 1 of the Credit
Agreement shall be amended to read November 9, 2001.
The agreement of the Banks and the Agent to make such amendment is
conditioned on the following
(1) your execution of 12 counterparts of this letter agreement and
delivery of such counterparts to the Agent no later than 10:00 a.m.
(Central time) on September 5, 2001; and
(2) that (i) no Default shall have occurred and be continuing as of the
date upon which you shall be deemed to have executed this letter
agreement, such execution to be deemed to be a certification by each
of you to that effect and to the effect that each representation and
warranty of each of you set forth in Article 5 of the Credit
Agreement, as amended hereby, is true and correct as of the date
hereof as though made on and as of such date, and (ii) each of you
shall have furnished the Agent and the Banks such further documents as
may be reasonably requested by the Agent and/or the Banks through the
Agent.
The Credit Agreement as amended hereby shall remain in full force and
effect and is hereby ratified, adopted and confirmed in all respects. All
references to the Credit Agreement in any other agreement or document shall
hereafter be deemed to refer to the Credit Agreement as amended hereby. In
addition, each reference in the Credit Agreement to the terms "this Agreement,"
"hereunder," "hereof" or terms or words of similar import shall hereafter mean
the Credit Agreement as amended hereby.
Xxx Xxxxxx Prime Rate Income Trust
Xxx Xxxxxx Senior Floating Rate Fund
August 24, 2001
Page 2
Please indicate your acceptance of the foregoing terms and conditions by
signing the enclosed 12 counterpart copies of your signature page to this letter
agreement and returning them to the Agent.
Very truly yours,
BANK OF AMERICA, N.A., as Agent and as a Bank
By: /s/ Xxxxxxxxx Xxxxxx
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Title: Principal
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THE BANK OF NEW YORK
By: /s/ [illegible]
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Title: Vice President
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FLEET NATIONAL BANK
By: /s/ [illegible]
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Title: Managing Director
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STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
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Title: Vice President
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Xxx Xxxxxx Prime Rate Income Trust
Xxx Xxxxxx Senior Floating Rate Fund
August 24, 2001
Page 3
CITIBANK, N.A.
By: /s/ [illegible]
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Title:
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COMMERZBANK AKTIENGESELLSCHAFT,
NEW YORK AND GRAND CAYMAN BRANCHES
By: /s/ [illegible]
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Title: Senior Vice President
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By:
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Title:
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxxxxx Xxxxx
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Title: Senior Vice President
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XXXXXX TRUST AND SAVINGS BANK
By: /s/ [illegible]
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Title: Vice President
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Xxx Xxxxxx Prime Rate Income Trust
Xxx Xxxxxx Senior Floating Rate Fund
August 24, 2001
Page 4
BNP PARIBAS
By: /s/ [illegible]
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Title: Vice President
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By: /s/ [illegible]
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Title: Associate
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DANSKE BANK A/S,
CAYMAN ISLANDS BRANCH
By: /s/ [illegible]
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Title: Vice President
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By: /s/ [illegible]
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Title:
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Xxx Xxxxxx Prime Rate Income Trust
Xxx Xxxxxx Senior Floating Rate Fund
August 24, 2001
Page 5
Accepted and agreed to
as of September 12, 2001
XXX XXXXXX PRIME RATE INCOME TRUST
By: /s/ Xxxx Xxxxxxxx
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Title: Treasurer
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XXX XXXXXX SENIOR FLOATING RATE FUND
By: /s/ Xxxx Xxxxxxxx
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Title: Treasurer
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