<PAGE>
                                                           EXHIBIT 10.6
 
                                      -1-



--------------------------------------------------------------------------------
                                FIFTH AMENDMENT
                  TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
--------------------------------------------------------------------------------

       Fifth Amendment dated as of February 11, 1997 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
                                                                 ----------   
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, the Fourth Amendment thereto
dated as of October 15, 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 applicable conditions precedent set forth in (S)2 hereof,
the Credit Agreement is hereby amended as follows:

             (S)1.1  APPLICABLE MARGIN.  Effective as of February 11, 1997,
                     -----------------                                     
subparagraph (a) of the definition of Applicable Margin is hereby amended to
read as follows:

                     (a) for purposes of interest on Loans outstanding,
             Commitment Fee Rate and Documentary Letter of Credit Fee Rate (i)
             with respect to the period commencing on the Redemption Notice Date
             through the date immediately preceding the Adjustment Date
             occurring on March 22, 1997,
<PAGE>
 
                                      -2-

             the Applicable Margin shall be the Applicable Margin set forth in
             Tier 2 above; and (ii) with respect to each of (1) the period
             commencing with the Adjustment Date occurring on March 22, 1997
             thorough the date immediately preceding the Adjustment Date
             occurring on June 19, 1997 and (2) the period commencing with the
             Adjustment Date occurring on June 19, 1997 through the date
             immediately preceding the Adjustment Date occurring on September
             19, 1997, the Applicable Margin for each such period shall be
             determined by reference to the Leverage Ratio determined for the
             applicable fiscal periods ending January 31, 1997 and April 30,
             1997, respectively, provided that, notwithstanding the terms of the
             definition of the Leverage Ratio, for purposes of such two specific
             Applicable Margin calculations only, the numerator portion of the
             Leverage Ratio (clause (a) of the definition thereof) shall
             reflect, without duplication, the applicable reduction (if any) in
             the outstanding principal of the Subordinated Notes resulting from
             the Redemption and any Open Market Purchases which are permitted
             pursuant to (S)10.8 hereof and which have occurred on or prior to
             the date the applicable Compliance Certificate prepared as of the
             end of the relevant fiscal period is actually delivered to the
             Managing Agents pursuant to and in accordance with (S)9.4(d) hereof
             (but only if such Open Market Purchases are reflected and described
             in reasonable detail in such Compliance Certificate and the
             Subordinated Notes so purchased have been cancelled by the
             Company), as if such reductions had occurred on January 31, 1997,
             or April 30, 1997, as the case may be.

             (S)1.2  ADDITIONAL DEFINITIONS.  Section 1.1 of the Credit
                     ----------------------                            
Agreement is hereby further amended by inserting the following definitions in
the appropriate alphabetical order:

                     February 1997 Equity Issuance. The Equity Issuance in
                     -------- ---- ------ --------
             February 1997 by the Company of 3,000,000 shares of the Company's
             capital stock pursuant to a registration statement on Form S-3
             (File No. 333-18405) on the February 1997 Equity Issuance Closing
             Date.

                     February 1997 Equity Issuance Closing Date. The date in
                     -------- ---- ------ -------- ------- ----
             February 1997 on which the February 1997 Equity Issuance is
             consummated and the Company receives Net Cash Proceeds from such
             February 1997 Equity Issuance of not less than $80,000,000 in the
             aggregate.

                     Open Market Purchases. The purchase by the Company of all
                     ---- ------ ---------
             or any portion of the Subordinated Notes from the holders thereof
             so long as the total, cumulative amount of the consideration paid
             for all such purchases does not exceed, in the aggregate,
             $20,000,000, and the Subordinated Notes so purchased in each case
             are promptly cancelled by the Company.
<PAGE>
 
                                      -3-

          Redemption.  The redemption by the Company on the Redemption Date of
          ----------                                                          
      $63,300,000 of the principal amount of the Subordinated Notes pursuant
      to the second paragraph of Section 5 of each of the Subordinated Notes and
      Article III of the Subordinated Indenture, for the Redemption Price.

          Redemption Date.  The date on which the Redemption is consummated in
          ---------------                                                     
      accordance with the terms, conditions and covenants set forth in the
      second paragraph of Section 5 of each of the Subordinated Notes and
      Article III of the Subordinated Indenture.

          Redemption Notice Date.  The date on which the February 1997 Equity
          ----------------------                                             
      Issuance Closing Date has occurred, the Company has given a notice of the
      Redemption to the Indenture Trustee, and the Company or the Indenture
      Trustee, as the case may be, has mailed a notice of the Redemption to the
      holders of the Subordinated Notes being redeemed in accordance with, and
      in compliance with, the provisions of Section 3.4 of the Subordinated
      Indenture.

          Redemption Price.  A price equal to 110.125% of the principal amount
          ----------------                                                    
      of the Subordinated Notes being redeemed pursuant to the Redemption,
      together with accrued and unpaid interest on such Subordinated Notes,
      which price shall not exceed $70,000,000 in the aggregate.

      (S)1.3    RESTRICTIONS ON INVESTMENTS.  Section 10.3 of the
                ---------------------------                      
Credit Agreement is hereby amended by (a) deleting the word "and" which appears
immediately at the end of the text of (S)10.3(v); (b) deleting the period which
appears at the end of (S)10.3(w) and substituting in place thereof a semicolon
and the word "and", and the following:

          (x) by the Company consisting of the Redemption and Open Market
Purchases of Subordinated Notes, to the extent permitted by (S)10.8 hereof, so
long as no Default or Event of Default has occurred and is continuing and none
would exist after giving effect thereto.

      (S)1.4    DISTRIBUTIONS.  Section 10.4 of the Credit Agreement is
                -------------                                          
hereby amended by (a) deleting the word "and" which appears immediately before
the roman numeral "(iv)" in (S)10.4; and (b) deleting the period which appears
at the end of (S)10.4 and substituting in place thereof a semicolon and the
following:

                and (v) so long as no Default or Event of Default has occurred
      and is continuing and none would exist after giving effect thereto, a
      Distribution by the Company consisting of the acceptance by the Company of
      approximately 889,450 shares in the aggregate of its capital stock held by
      Green or his Affiliates and tendered as part of the exercise price
      received by the Company (together with a certain amount of cash, if any)
      from Green or his Affiliates in connection with
<PAGE>
 
                                      -4-

          Green's (or such Affiliates') exercise of certain options held by him
          (or such Affiliates) to purchase approximately 1,853,668 shares of the
          capital stock of the Company.


          (S)1.5   MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS.
                   -----------------------------------------------  
      Section 10.5.1(d)(xiii) of the Credit Agreement is hereby amended by
      inserting immediately after the words "less the cumulative amount required
      to be prepaid to the Lenders pursuant to (S)4.3.3" which appear in
      (S)10.5.1(d)(xiii) the words "less the Redemption Price paid or to be paid
      to the holders of the Subordinated Notes from the Net Cash Proceeds of the
      February 1997 Equity Issuance as permitted by (S)10.8 hereof upon the
      Redemption and less the cumulative amount paid to the holders of the
      Subordinated Notes in connection with any Open Market Purchases as
      permitted by (S)10.8 hereof,".

          (S)1.6   SUBORDINATED DEBT.  Section 10.8 of the Credit
                   -----------------                             
      Agreement is hereby amended by inserting immediately after the end of the
      text of (S)10.8 a semicolon followed by the words "provided, however, so
                                                         --------  -------
      long as no Default or Event of Default has occurred and is continuing and
      none would exist after giving effect thereto, (a) the Company shall be
      permitted on the Redemption Date to effect the Redemption of a portion of
      the Subordinated Notes with Net Cash Proceeds of the February 1997 Equity
      Issuance in an aggregate amount not exceeding the Redemption Price, and
      (b) in the event the amount of the Net Cash Proceeds of the February 1997
      Equity Issuance is equal to or greater than $100,000,000, the Company
      shall be permitted on or after the Redemption Notice Date to make Open
      Market Purchases."

    (S)2.    CONDITIONS TO EFFECTIVENESS.  This Amendment shall become
             ----------------------------                             
effective on February 11, 1997 (the "Amendment Date") in the manner, and to the
extent, provided below, subject to the satisfaction of the following applicable
conditions precedent on or prior to such date:

      (a)  The effectiveness of (S)1.1 hereof (the "Special Approval
Provision") shall be subject to the receipt, on or prior to the Amendment Date,
by the Administrative Agent of one or more counterparts of this Amendment with
the applicable signature pages indicating consent and agreement to the Special
Approval Provision signed by each of the Obligors and each of the Lenders, the
Issuing Banks, the Swing Line Lenders, and the Agents, as well as the
satisfaction of the conditions set forth in paragraph (c) below;

      (b)  The effectiveness of the remaining provisions of this Amendment
other than the Special Approval Provision (the "Majority Approval Provisions")
(including, without limitation, Section 2 of this Amendment) shall be subject to
the receipt, on or prior to the Amendment Date, by the Administrative Agent of
one or more counterparts of this Amendment with the applicable signature pages
indicating consent and agreement to the Majority Approval Provisions signed by
each of the Obligors and the Majority Lenders, as well as the satisfaction of
the conditions set forth in paragraph (c) below; and

<PAGE>
 
                                      -5-


       (c)  The effectiveness of each provision of this Amendment shall be
further subject to the receipt, on or prior to the Amendment Date, by the
Administrative Agent of the following:

                (i)  evidence satisfactory to the Administrative Agent that each
            of the February 1997 Equity Issuance Closing Date and the Redemption
            Notice Date has actually occurred, together with information in
            reasonable detail as to the Net Cash Proceeds received by the
            Company from the February 1997 Equity Issuance, which Net Cash
            Proceeds must be in an amount of not less than $80,000,000; and

                (ii) evidence satisfactory to the Administrative Agent that the
            Company has prepaid in accordance with (S)4.3.3 of the Credit
            Agreement not less than $10,000,000 of the outstanding principal
            amount of the Term Loan on the February 1997 Equity Issuance Closing
            Date from the Net Cash Proceeds of the February 1997 Equity
            Issuance.

       (S)3.   REPRESENTATIONS AND WARRANTIES.  The Company hereby repeats,
               ------------------------------                              
on and as 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 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 (including, without limitation, the February
1997 Equity Issuance, the Redemption and the Open Market Purchases) 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 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.

<PAGE>
 
                                      -6-


       (S)5.      NO WAIVER.  Nothing contained herein shall constitute a waiver
                  ---------                                                     
of, 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
                  ------------                                                
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 ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO CONFLICT OF LAWS).

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
 
                                      -7-


       IN WITNESS WHEREOF, the parties hereto have executed this Amendment under
seal by their respective officers thereunto duly authorized.

                           [Signature Pages Follow]
<PAGE>
 
                                      -8-


                 Signature Pages for Borrowers and Guarantors
                 --------- ----- --- --------- --- ----------

       The undersigned Borrower hereby consents and agrees to all of the
provisions of the foregoing Amendment:


       The Company:              SAMSONITE CORPORATION
       --- -------                                         



                                 By:       /s/ THOMAS R. SANDLER
                                           ---------------------
                                 Name:     Thomas R. Sandler
                                           -----------------
                                 Title:    CFO & Treasurer
                                           ---------------         

       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.
       --- ----------                                  


                                 By:       /s/ THOMAS R. SANDLER
                                           ---------------------
                                 Name:     Thomas R. Sandler
                                           -----------------
                                 Title:    CFO & Treasurer
                                           ---------------         


                                 MCGREGOR CORPORATION


                                 By:       /s/ THOMAS R. SANDLER
                                           ---------------------
                                 Name:     Thomas R. Sandler
                                           -----------------
                                 Title:    CFO & Treasurer
                                           ---------------        

<PAGE>
 
                                      -9-


                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:

                                 THE FIRST NATIONAL BANK OF BOSTON, as
                                   Lender, Issuing Bank, Swing Line Lender,
                                   Administrative Agent, and Managing Agent



                                 By:       /s/ RICHARD D. HILL, Jr.
                                           -------------------------
                                 Name:     Richard D. Hill, Jr.
                                           --------------------
                                 Title:    Director
                                           --------


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:

                                 THE FIRST NATIONAL BANK OF BOSTON, as
                                   Lender, Issuing Bank, Swing Line Lender,
                                   Administrative Agent, and Managing Agent



                                 By:       /s/ RICHARD D. HILL, Jr.
                                           -------------------------
                                 Name:     Richard D. Hill, Jr.
                                           --------------------
                                 Title:    Director
                                           --------          
<PAGE>
 
                                      -10-


                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:

                                 BANK OF AMERICA ILLINOIS, as Lender, Issuing
                                   Bank, Swing Line Lender, Documentation Agent,
                                   and Managing Agent


                                 By:       /s/ ELIZABETH R. BOROW
                                           -----------------------
                                 Name:     Elizabeth R. Borow
                                           ------------------
                                 Title:    Managing Director
                                           ------------------        


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:

                                 BANK OF AMERICA ILLINOIS, as Lender, Issuing
                                   Bank, Swing Line Lender, Documentation Agent,
                                   and Managing Agent


                                 By:       /s/ ELIZABETH R. BOROW
                                           ------------------------
                                 Name:     Elizabeth R. Borow
                                           ------------------
                                 Title:    Managing Director
                                           -----------------        
<PAGE>
 
                                      -11-



                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of  the foregoing Amendment:


                                 BHF-BANK AKTIENGESELLSCHAFT
                                   NEW YORK BRANCH



                                 By:       /s/ PERRY FORMELI
                                           -------------------
                                 Name:     Perry Formeli
                                           -------------
                                 Title:    Vice President
                                           --------------           

                                 By:       /s/ DAN DOBRJANSKYJ
                                           -------------------
                                 Name:     Dan Dobrjanskyj
                                           ---------------
                                 Title:    Assistant Treasurer
                                           -------------------         


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of  the foregoing Amendment:


                                 BHF-BANK AKTIENGESELLSCHAFT
                                   NEW YORK BRANCH



                                 By:       /s/PERRY FORMELI
                                           ----------------
                                 Name:     Perry Formeli
                                           -------------
                                 Title:    Vice President
                                           --------------          

                                 By:       /s/ DAN DOBRJANSKYJ
                                           --------------------
                                 Name:     Dan Dobrjanskyj
                                           ---------------
                                 Title:    Assistant Treasurer
                                           -------------------        

<PAGE>
 
                                      -12-

                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:



                                 THE LONG-TERM CREDIT BANK OF
                                   JAPAN, LTD.


                                 By:       /s/ PAUL B. CLIFFORD
                                            --------------------
                                 Name:     Paul B. Clifford
                                           ----------------
                                 Title:    Deputy General Manager
                                           ----------------------      


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:



                                 THE LONG-TERM CREDIT BANK OF
                                   JAPAN, LTD.


                                 By:       /s/ PAUL B. CLIFFORD
                                           --------------------
                                 Name:     Paul B. Clifford
                                           ----------------
                                 Title:    Deputy General Manger
                                           ---------------------      
<PAGE>
 
                                      -13-



                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:


                                 THE MITSUBISHI TRUST AND
                                   BANKING CORPORATION, LOS
                                   ANGELES AGENCY



                                 By:       /s/ YASUSHI SATOMI
                                           ------------------
                                 Name:     Yasushi Satomi
                                           --------------
                                 Title:    Senior Vice President
                                           ---------------------        


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:


                                 THE MITSUBISHI TRUST AND
                                   BANKING CORPORATION, LOS
                                   ANGELES AGENCY



                                 By:       /s/ YASUSHI SATOMI
                                           ------------------
                                 Name:     Yasushi Satomi
                                           --------------
                                 Title:    Senior Vice President
                                           ---------------------        
<PAGE>
 
                                      -14-



                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:


                                 CITY NATIONAL BANK



                                 By:       /s/DAVID A. NELSON
                                           -------------------
                                 Name:     David A. Nelson
                                           ---------------
                                 Title:    Vice President
                                           --------------



       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:


                                 CITY NATIONAL BANK



                                 By:       /s/ DAVID A. NELSON
                                           -------------------
                                 Name:     David A. Nelson
                                           ---------------
                                 Title:    Vice President
                                           --------------          
<PAGE>
 
                                      -15-



                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:


                                 THE BANK OF NEW YORK


                                 By:       /s/ ROBERT LOUK
                                           ---------------
                                 Name:     Robert Louk
                                           -----------
                                 Title:    Vice President
                                           --------------          


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:


                                 THE BANK OF NEW YORK


                                 By:       /s/ ROBERT LOUK
                                           ---------------
                                 Name:     Robert Louk
                                           -----------
                                 Title:    Vice President
                                           ---------------          
<PAGE>
 
                                      -16-




                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:

                                 BANQUE FRANCAISE DU COMMERCE
                                   EXTERIEUR


                                 By:       /s/ DANIEL TOUFFU
                                           -----------------
                                 Name:     Daniel Touffu
                                           -------------
                                 Title:    First VP and Regional Manager
                                           -----------------------------    

                                 By:       /s/ IAIN A. WHYTE
                                           ------------------
                                 Name:     Iain A. Whyte
                                           -------------                     
                                 Title:    Vice President
                                           --------------         


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:

                                 BANQUE FRANCAISE DU COMMERCE
                                   EXTERIEUR


                                 By:       /s/ DANIEL TOUFFU
                                           ------------------
                                 Name:     Daniel Touffu
                                           -------------
                                 Title:    First VP and Regional Manager
                                           -----------------------------    

                                 By:       /s/ IAIN A. WHYTE
                                           -----------------
                                 Name:     Iain A. Whyte
                                           -------------
                                 Title:    Vice President
                                           --------------          
<PAGE>
 
                                      -17-




                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:

                                 BANQUE PARIBAS


                                 By:       /s/ MARY T. FINNEGAN
                                           --------------------
                                 Name:     Mary T. Finnegan
                                           ----------------
                                 Title:    Group Vice President
                                           --------------------        

                                 By:       /s/ ROBERT G. CARINO
                                           --------------------
                                 Name:     Robert G. Carino
                                           ----------------
                                 Title:    Vice President
                                           --------------          



       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:

                                 BANQUE PARIBAS


                                 By:       /s/ MARY T. FINNEGAN
                                           --------------------
                                 Name:     Mary T. Finnegan
                                           ----------------
                                 Title:    Group Vice President
                                           --------------------        

                                 By:       /s/ ROBERT G. CARINO
                                           --------------------
                                 Name:     Robert G. Carino
                                           ----------------
                                 Title:    Vice President
                                           --------------          
<PAGE>
 
                                      -18-




                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:

                                 CREDIT LYONNAIS NEW YORK
                                   BRANCH



                                 By:       /s/ FREDERICK HADDAD
                                           --------------------
                                 Name:     Frederick Haddad
                                           ----------------
                                 Title:    Senior Vice President
                                           ---------------------        

       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:

                                 CREDIT LYONNAIS NEW YORK
                                   BRANCH



                                 By:       /s/ FREDERICK HADDAD
                                           --------------------
                                 Name:     Frederick Haddad
                                           ----------------
                                 Title:    Senior Vice President
                                           ---------------------        
<PAGE>
 
                                      -19-



                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:

                                 CREDIT LYONNAIS CAYMAN
                                   ISLAND BRANCH



                                 By:
                                 Name:
                                 Title:


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:

                                 CREDIT LYONNAIS CAYMAN
                                   ISLAND BRANCH



                                 By:
                                 Name:
                                 Title:
<PAGE>
 
                                      -20-


                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:

                                 GENERALE BANK



                                 By:      /s/ E. MATTHEWS
                                          ---------------
                                 Name:    E. Matthews
                                          -----------
                                 Title:   Senior Vice President
                                          ---------------------        


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:

                                 GENERALE BANK



                                 By:      /s/ E. MATTHEWS
                                          ---------------
                                 Name:    E. Matthews
                                          -----------
                                 Title:   Senior Vice President
                                          ---------------------        
<PAGE>
 
                                      -21-


                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:

                                 KREDIETBANK NV



                                 By:       /s/ ROBERT SNAUFFER
                                           -------------------
                                 Name:     Robert Snauffer
                                           ---------------
                                 Title:    Vice President
                                           --------------          

                                 By:       /s/ RAYMOND F. MURRAY
                                           ---------------------
                                 Name:     Raymond F. Murray
                                           -----------------
                                 Title:    Vice President
                                           --------------          


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:

                                 KREDIETBANK NV



                                 By:       /s/ ROBERT SNAUFFER
                                           -------------------
                                 Name:     Robert Snauffer
                                           ---------------
                                 Title:    Vice President
                                           --------------          

                                 By:       /s/ RAYMOND F. MURRAY
                                           ---------------------
                                 Name:     Raymond F. Murray
                                           -----------------
                                 Title:    Vice President
                                           --------------          
<PAGE>
 
                                      -22-



                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:


                                 NATIONAL CITY BANK



                                 By:       /s/ BARRY C. ROBINSON
                                           ---------------------
                                 Name:     Barry C. Robinson
                                           -----------------
                                 Title:    Vice President
                                           --------------


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:


                                 NATIONAL CITY BANK



                                 By:       /s/ BARRY C. ROBINSON
                                           ---------------------
                                 Name:     Barry C. Robinson
                                           -----------------
                                 Title:    Vice President
                                           --------------          
<PAGE>
 
                                      -23-


                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:

                                 NORWEST BANK COLORADO,
                                   NATIONAL ASSOCIATION



                            By:    /s/ SANDRA A. SAUER
                                   -------------------
                            Name:  Sandra A. Sauer
                                   ---------------
                            Title: Vice President Norwest Bank
                                   ---------------------------
                                   Colorado, N.A. - Denver
                                   -----------------------  


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:

                                   NORWEST BANK COLORADO,
                                   NATIONAL ASSOCIATION



                                   By:    /s/ SANDRA A. SAUER
                                          -------------------
                                   Name:  Sandra A. Sauer
                                          ---------------
                                   Title: Vice President Norwest Bank
                                          ---------------------------
                                          Colorado, N.A. - Denver
                                          ------------------------
<PAGE>
 
                                      -24-


                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:

                                 UNION BANK OF CALIFORNIA, N.A.
                                 (AS SUCCESSOR BY MERGER TO UNION BANK)



                                 By:       /s/ SEAN M. SPRING
                                           ------------------
                                 Name:     Sean M. Spring
                                           --------------
                                 Title:    A.V.P.
                                           ------


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:

                                 UNION BANK OF CALIFORNIA, N.A.
                                 (AS SUCCESSOR BY MERGER TO UNION BANK)



                                 By:       /s/ SEAN M. SPRING
                                           ------------------
                                 Name:     Sean M. Spring
                                           --------------
                                 Title:    A.V.P.
                                           ------
<PAGE>
 
                                      -25-


                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:


                                 VAN KAMPEN AMERICAN CAPITAL PRIME
                                    RATE INCOME TRUST



                                 By:       /s/ JEFFREY W. MAILLET
                                           ----------------------
                                 Name:     Jeffrey W. Maillet
                                           ------------------
                                 Title:    Senior Vice President & Director
                                           --------------------------------    -


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:


                                 VAN KAMPEN AMERICAN CAPITAL PRIME
                                    RATE INCOME TRUST



                                 By:
                                 Name:
                                 Title:
<PAGE>
 
                                      -26-


                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:


                                 BANK ONE, COLORADO, N.A.



                                 By:       /s/ T. J. KERN
                                           --------------
                                 Name:     T. J. Kern
                                           ----------
                                 Title:    Vice President
                                           --------------          


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:


                                 BANK ONE, COLORADO, N.A.



                                 By:       /s/ T. J. KERN
                                           --------------
                                 Name:     T. J. Kern
                                           ----------
                                 Title:    Vice President
                                           --------------          
<PAGE>
 
                                      -27-


                          Signature Pages for Lenders
                          ---------------------------

       The undersigned Lender hereby consents and agrees to the Special Approval
Provision of the foregoing Amendment:


                                 IMPERIAL BANK



                                 By:       /s/ RAY VADALMA
                                           ---------------
                                 Name:     Ray Vadalma
                                           -----------
                                 Title:    Senior Vice President
                                           ---------------------        


       The undersigned Lender hereby consents and agrees to the Majority
Approval Provisions of the foregoing Amendment:


                                 IMPERIAL BANK



                                 By:       /s/ RAY VADALMA
                                           ---------------
                                 Name:     Ray Vadalma
                                           -----------
                                 Title:    Senior Vice President
                                           ---------------------