EXHIBIT 10.1
FOURTH AMENDMENT
TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
Fourth Amendment dated as of October 15, 1996 to Revolving Credit and Term
Loan Agreement (this "Amendment"), by and among SAMSONITE CORPORATION, a
Delaware corporation (the "Company") and THE FIRST NATIONAL BANK OF BOSTON, BANK
OF AMERICA ILLINOIS and the other lending institutions listed on Schedule 1 to
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the Credit Agreement (as hereinafter defined) (collectively, the "Lenders"),
amending certain provisions of the Revolving Credit and Term Loan Agreement
dated as of July 14, 1995 (as amended by the First Amendment thereto dated as of
December 27, 1995, the Second Amendment thereto dated as of April 30, 1996, the
Third Amendment thereto dated as of July 1, 1996 and as the same may be further
amended, modified, supplemented, and in effect from time to time, the "Credit
Agreement") by and among the Company, the Lenders, THE FIRST NATIONAL BANK OF
BOSTON and BANK OF AMERICA ILLINOIS as managing agents for the Lenders (in such
capacity, the "Managing Agents"), BANK OF AMERICA ILLINOIS as documentation
agent for the Managing Agents and the Lenders and THE FIRST NATIONAL BANK OF
BOSTON as administrative agent for the Managing Agents and the Lenders. Terms
not otherwise defined herein which are defined in the Credit Agreement shall
have the same respective meanings herein as therein.
WHEREAS, the Company and the Lenders have agreed to modify certain terms and
conditions of the Credit Agreement as specifically set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
(S)1. AMENDMENTS TO THE CREDIT AGREEMENT. Subject to the satisfaction of the
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applicable conditions precedent set forth in (S)2 hereof, the Credit Agreement
is hereby amended as follows:
(S)1.1 ADDITIONAL DEFINITIONS. Section 1.1 of the Credit Agreement is
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hereby amended by inserting the following definitions in the appropriate
alphabetical order:
Culligan Tax Receivable. The tax-related receivable amount owing to the
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Company as of October 15, 1996 from Culligan arising pursuant to the Spinoff in
an aggregate amount of approximately $6,600,000.
Cumulative Special Payments. At the relevant date of determination, the
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cumulative, aggregate amount of all Special Payments actually received in cash
by the Company or its Subsidiaries at any time during the period commencing on
October 15, 1996 and ending as of such date of determination.
Fourth Amendment. The Fourth Amendment to Revolving Credit and Term Loan
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Agreement dated as of October 15, 1996 among the Company, the Managing Agents
and the Lenders party thereto.
Green Note Receivable. The amount owing the Company from Green in an
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aggregate principal amount of $10,000,000 arising from the promissory note
executed and delivered by Green to the Company prior to the Closing Date in the
original principal amount of $10,000,000.
Net Cash Portion of the October 1996 Restructuring Charges. See (S)1.3 of the
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Fourth Amendment.
October 1996 Restructuring Charges. See (S)1.3 of the Fourth Amendment.
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Samsonite Tax Refund Claim. The federal income tax refund claim due to the
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Company from the United States for the 1995 fiscal year in the aggregate amount
of approximately $2,200,000.
Special Payments. Any cash payments made to the Company after October 15,
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1996 by Culligan, Green or the United States, as the case may be, in respect of
the Culligan Tax Receivable, the Green Note Receivable or the Samsonite Tax
Refund Claim, as the case may be.
Special Payments Credit. At the relevant date of determination, and without
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duplication an amount equal to (a) the Cumulative Special Payments determined as
of such date, less (b) the Special Payments Deduction.
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Special Payments Deduction. At the relevant date of determination, and
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without duplication, the cumulative, aggregate amount of the Cumulative Special
Payments which, for purposes of determining which portion (if any) of the cash
payments made by the Company in respect of the October 1996 Restructuring
Charges which should be included in the applicable computations of
Adjusted Consolidated Net Income, EBITDA and Adjusted EBITDA for any
applicable fiscal period pursuant to (S)1.3 of the Fourth Amendment,
is and shall be deemed to have been utilized by the Company and its
Subsidiaries as an offset to such cash payments, during the period
commencing on October 15, 1996 and ending as of the last day of the
fiscal period immediately preceding the applicable fiscal period for
which such determination is being made.
(S)1.2 RESTRICTIONS ON INVESTMENTS. Section 10.3 of the Credit
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Agreement is hereby amended by deleting the amount "$7,500,000" which
appears in (S)10.3(h) and substituting in place thereof the amount
"$10,000,000".
(S)1.3 CERTAIN RESTRUCTURING CHARGES. The Company has advised the
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Agents and the Lenders that the Company will incur certain restructuring
charges, not exceeding $12,000,000 in the aggregate, to be accrued as
charges solely during the fiscal quarter ending October 31, 1996, in
respect of certain restructuring matters substantially as set forth on
Exhibit A attached hereto (such specific restructuring charges described
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herein being referred to as the "October 1996 Restructuring Charges"). Any
provisions of the Loan Documents to the contrary notwithstanding, the only
portion(s) of the October 1996 Restructuring Charges which shall be
included in the applicable computations of Adjusted Consolidated Net
Income, EBITDA and Adjusted EBITDA for any particular fiscal period shall
be the cash payment portion(s) (if any) of such October 1996 Restructuring
Charges actually paid by the Company or its Subsidiaries in any such fiscal
period which is in excess of the Special Payments Credit determined as of
the last day of such applicable fiscal period for which such computations
are being made (the "Net Cash Portion of the October 1996 Restructuring
Charges"). The amount (if any) of the Special Payments Credit so
"offsetting" such cash payments made shall be deemed "utilized" by the
Company and its Subsidiaries for purposes of computing the amount of the
Special Payments Deduction in effect from time to time. The Net Cash
Portion of the October 1996 Restructuring Charges for any such applicable
fiscal period shall (without duplication) reduce such applicable
computations for the applicable fiscal period in which such applicable cash
payments in respect of the October 1996 Restructuring Charges were actually
paid.
(S)2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective on
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October 15, 1996 (the "Amendment Date"), subject to the receipt, on or prior to
the Amendment Date, by the Administrative Agent
of one or more counterparts of this Amendment signed by the Obligors, the
requisite Lenders, the Issuing Banks, the Swing Line Lenders, and the Agents.
(S)3. REPRESENTATIONS AND WARRANTIES. The Company hereby repeats, on and as
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of the date hereof and the Amendment Date, each of the representations and
warranties made by it in (S)8 of the Credit Agreement (except to the extent of
changes resulting from matters contemplated or permitted by the Credit Agreement
and the other Loan Documents, changes occurring in the ordinary course of
business that singly or in the aggregate are not materially adverse, and to the
extent that such representations and warranties relate expressly to an earlier
date), provided, that all references therein to the Credit Agreement shall refer
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to such Credit Agreement as amended hereby. In addition, the Company hereby
represents and warrants that the execution and delivery by the Company of this
Amendment and the performance by the Company of all of its agreements and
obligations under this Amendment and the Credit Agreement as amended hereby are
within the corporate power and authority of the Company and have been duly
authorized by all necessary corporate action on the part of the Company, and
further represents and warrants that the execution and delivery by the Company
of this Amendment and the performance by the Company of the transactions
contemplated hereby will not contravene any term or condition set forth in any
agreement or instrument to which the Company is a party or by which the Company
is bound, including but not limited to the Subordinated Indenture.
(S)4. RATIFICATION, ETC. Except as expressly amended hereby, the Credit
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Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement and this Amendment shall be read and construed as a single
agreement. This Amendment shall constitute one of the Loan Documents, and the
obligations of the Obligors under this Amendment shall constitute Obligations
for all purposes of the Loan Documents. All references in the Credit Agreement,
the Loan Documents or any related agreement or instrument to the Credit
Agreement shall hereafter refer to the Credit Agreement as amended hereby.
(S)5. NO WAIVER. Nothing contained herein shall constitute a waiver of,
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impair or otherwise adversely affect any Obligations, any other obligation of
the Company or any rights of the Agents or the Lenders consequent thereon.
(S)6. COUNTERPARTS. This Amendment may be executed in one or more
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counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.
(S)7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
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ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO
CONFLICT OF LAWS).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment under seal
by their respective officers thereunto duly authorized.
[Signature Pages Follow]
Signature Pages for Borrowers and Guarantors
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The undersigned Borrower hereby consents and agrees to all of the provisions
of the foregoing Amendment:
The Company: SAMSONITE CORPORATION
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By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: CFO & Treasurer
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Each of the undersigned Guarantors hereby acknowledges and consents to all of
the provisions of the foregoing Amendment and agrees that its Guarantee dated as
of July 14, 1995, in favor of the Lenders and the Agents, and all other Loan
Documents to which such Guarantor is a party, remain in full force and effect,
and each of the undersigned Guarantors confirms and ratifies all of its
obligations thereunder.
The Guarantors: A.T. RETAIL, INC.
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By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: V.P. & Treasurer
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XXXXXXXX CORPORATION
By: /s/Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: President
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
THE FIRST NATIONAL BANK OF BOSTON, as
Lender, Issuing Bank, Swing Line Lender,
Administrative Agent, and Managing Agent
By: /s/Xxxxxxx X. Xxxx, Xx.
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Name: XXXXXXX X. XXXX XX.
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Title: DIRECTOR
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
BANK OF AMERICA ILLINOIS, as Lender, Issuing
Bank, Swing Line Lender, Documentation Agent, and
Managing Agent
By: /s/Xxxxxxxxx X. Xxxxx
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Name: XXXXXXXXX X. XXXXX
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Title: Managing Director
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
BHF-BANK AKTIENGESELLSCHAFT
NEW YORK BRANCH
By: /s/Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Vice President
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By: /s/Xxx Xxxxxxxxxxx
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Name: Xxx Xxxxxxxxxxx
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Title: A.T.
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By: /s/Xxxx X. Xxxxxxxx
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Name: XXXX X. XXXXXXXX
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Title: DEPUTY GENERAL MANAGER
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
THE MITSUBISHI TRUST AND
BANKING CORPORATION, LOS
ANGELES AGENCY
By: /s/Yasushi Satomi
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Name: Yasushi Satomi
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Title: Senior Vice President
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
SOCIETE GENERALE
By: /s/Xxxx X. Xxxxx
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Name: XXXX X. XXXXX
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Title: VICE PRESIDENT
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
THE BANK OF NEW YORK
By: /s/Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
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Title: Vice President
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By: /s/Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: Vice President
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By: /s/Xxxxxx Touffu
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Name: XXXXXX TOUFFU
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Title: FIRST VP AND REGIONAL MANAGER
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
BANQUE PARIBAS
By: /s/Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
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Title: Vice President
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By: /s/Xxxxxx Xxxxxx
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Name: XXXXXX XXXXXX
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Title: VICE PRESIDENT
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/Xxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxx X. Xxxxxx
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Title: Senior Vice President
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
CREDIT LYONNAIS CAYMAN
ISLAND BRANCH
By: /s/Xxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxx X. Xxxxxx
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Title: Authorized Signature
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
GENERALE BANK
By: /s/X. Xxxxxxxx /s/X. Xxxxxxxx
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Name: X. Xxxxxxxx X. Xxxxxxxx
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Title: SVP SVP
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
KREDIETBANK NV
By: /s/Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
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Title: Vice President
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By: /s/Xxx X. Xxxxx
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Name: XXX X. XXXXX
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Title: VICE PRESIDENT
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
NATIONAL CITY BANK
By: /s/Xxxxx X. Xxxxxxxx
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Name: XXXXX X. XXXXXXXX
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Title: VICE PRESIDENT
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
NORWEST BANK COLORADO,
NATIONAL ASSOCIATION
By: /s/Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Vice President
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Norwest Bank Colorado, N.A. - Denver
Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
UNION BANK OF CALIFORNIA, N.A.
(AS SUCCESSOR BY MERGER TO UNION BANK)
By: /s/Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
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Title: Vice President
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By: /s/Xxxxxxx X. Xxxxxxx
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Name: XXXXXXX X. XXXXXXX
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Title: Sr. Vice Pres. - Portfolio Mgr.
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