Exhibit 10.8

SEVENTH AMENDMENT  TO SECOND AMENDED AND RESTATED  MULTICURRENCY REVOLVING CREDIT AND  TERM LOAN AGREEMENT

Seventh Amendment, dated as of January 31, 2002 (the "Effective Date"), to Second Amended and Restated Multicurrency Revolving Credit and Term Loan
Agreement (this "Amendment"), by and among (a)SAMSONITE CORPORATION,a Delaware corporation (the "Company"),
(b)SAMSONITE EUROPE N.V.,a corporation organized under the laws of Belgium ("Samsonite Europe") and (c)BANK OF
AMERICA, N.A.(formerly known as Bank of America National Trust and Savings Association),FLEET NATIONAL BANK(formerly known as
BankBoston, N.A.) and the other lending institutions referred to in the Credit Agreement (as defined below) as the "Lenders" thereunder (collectively, the "Lenders"), amending certain provisions of
the Second Amended and Restated Multicurrency Revolving Credit and Term Loan Agreement dated as of June 24, 1998, as amended by the First Amendment thereto dated as of October 1, 1998,
the Second Amendment and Waiver thereto dated as of January 29, 1999, the Third Amendment thereto dated as of March 22, 1999, the Fourth Amendment thereto dated as of November 5,
1999, the Fifth Amendment thereto dated as of June 29, 2000, the Sixth Amendment thereto dated as of January 31, 2001, 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, Samsonite Europe, the Lenders,BANK OF AMERICA, N.A.,as administrative
agent for the Agents and the Lenders (the "Administrative Agent"),FLEET NATIONAL BANK,as syndication agent for the Agents and the Lenders (the
"Syndication Agent"),FORTIS BANK(formerly known as Generale Bank), as foreign agent for the Agents and the Lenders (the "Foreign Agent"), and as
fronting bank (the "Fronting Bank"), and the other parties thereto. Terms not otherwise defined herein that are defined in the Credit Agreement shall have the same respective meanings herein as
therein.

WHEREAS,the Borrowers have requested that the Lenders agree to amend, and to provide limited waivers with respect to, certain provisions
of the Loan Documents: and

WHEREAS,subject to the terms and conditions of this Amendment, the Majority Lenders have agreed to amend, and to provide limited waivers
with respect to, certain terms and conditions of the Loan Documents 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:

§1.Limited Waivers.    Subject to the satisfaction of the applicable conditions precedent
set forth in §3 hereof, effective as of the Effective Date the Lenders hereby waive, solely with respect to the determination of compliance therewith as of January 31, 2002,
non-compliance by the Borrowers with §§11.1.2, 11.2.2, 11.3, 11.4, 11.5, and 11.6 of the Credit Agreement as in effect prior to giving effect to this Amendment;
such limited waivers shall not apply to any other provisions of the Credit Agreement or any other fiscal period.

§2.Certain Amendments to the Credit Agreement.    Subject to the satisfaction of the
applicable conditions precedent set forth in §3 hereof and effective as of the Effective Date, the Credit Agreement is hereby amended as follows:

§2.1.Applicable Margin.    Effective as of the Effective Date, the table contained in the
definition of Applicable Margin in §1.1 of the Credit Agreement is hereby amended by substituting the following replacement table for the existing table:

|Pricing
Tier |  | Leverage
Ratio                                              |  | Eurodollar
Rate Loans
(other than the
Domestic Term
Loan),
Multicurrency
Loans, and
Multicurrency
Swing Line
Loans |   | Eurodollar
Rate Loans
that are
the
Domestic
Term Loan |   | Documentary
Letter of
Credit Fee
Rate and
Foreign
Documentary
Letter of
Credit
Fee Rate |   | Base Rate
Loans
(other than
Domestic
Term Loan) |   | Base Rate
Loans that
are the
Domestic
Term Loan |   | Commitment
Fee Rate |  
|------------ |  | ----------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------ | - | ----------------------------------------------------- | - | --------------------------------------------------------------------------------------- | - | ----------------------------------------------- | - | ----------------------------------------------- | - | ------------------- | -
|Tier 5       |  | Greater than or equal to 6.50:l.00                          |  | 3.75                                                                                                               | % | 4.25                                                  | % | 2.25                                                                                    | % | 2.75                                            | % | 3.25                                            | % | 0.625               | %
|Tier 4       |  | Less than 6.50:1.00, but greater than or equal to 5.50:l.00 |  | 3.50                                                                                                               | % | 4.00                                                  | % | 2.00                                                                                    | % | 2.50                                            | % | 3.00                                            | % | 0.625               | %
|Tier 3       |  | Less than 5.50:1.00, but greater than or equal to 4.50:l.00 |  | 3.00                                                                                                               | % | 3.50                                                  | % | 1.80                                                                                    | % | 2.00                                            | % | 2.50                                            | % | 0.500               | %
|Tier 2       |  | Less than 4.50:1.00, but greater than or equal to 3.50:l.00 |  | 2.50                                                                                                               | % | 3.00                                                  | % | 1.50                                                                                    | % | 1.50                                            | % | 2.00                                            | % | 0.500               | %
|Tier I       |  | Less than 3.50:l.00                                         |  | 2.00                                                                                                               | % | 2.50                                                  | % | 1.00                                                                                    | % | 1.00                                            | % | 1.50                                            | % | 0.500               | %

§2.2.Interest Expense.    The definition of Consolidated Total Interest Expense contained
in §1.1 of the Credit Agreement is hereby amended by inserting, immediately after the final sentence thereof, the following sentence:



§2.3.EBITDA.    The definition of EBITDA contained in §1.1 of the Credit
Agreement is hereby amended as follows:

(a)  The
paragraph in such definition regarding the "U.S. Restructuring" is hereby amended by deleting the phrase "January 31, 2003 and January 31, 2004".

(b)  The
following new paragraph is hereby added to such definition of EBITDA at the end thereof:



§2.4.Obligations.    The definition of Obligations contained in §1.1 of the
Credit Agreement is hereby amended as follows:

(a)  The
following new phrase "Specified Cash Management Arrangements entered into with any of the Lenders," is hereby inserted into the definition of Obligations immediately
after the phrase "currency risk protection arrangements entered into with any of the Lenders," in such definition.

(b)  The
following new text is hereby added to the definition of Obligations at the end thereof:



§2.5.Regarding Excess Cash Flow Subordinated Note Purchases.

(a)  The
definition of Excess Cash Flow Subordinated Note Purchases contained in §1.1 of the Credit Agreement is hereby amended by replacing the text of
clause (b) of such definition with the following text:



(b)  The
definition of Preferred Stock Purchases contained in §l.1 of the Credit Agreement is hereby amended by inserting, immediately before the phrase ", taken
together," the new parenthetical phrase "(other than any such purchases permitted by the definition of Excess Cash Flow Subordinated Note Purchases)".

§2.6.Certain New Definitions.    The following new definitions are hereby inserted in
§l. 1 of the Credit Agreement in the appropriate location in the alphabetical sequence:



§2.7.Change in Certain Representations.    Section 8.5 of the Credit Agreement is
hereby amended by adding the following new text immediately prior to the period at the end of the first sentence of §8.5: ", and except for such matters as have in each case been disclosed
in writing by the Company to the Lenders and the Agents during January and February 2002 prior to the execution and delivery of the Seventh Amendment to this Credit Agreement".

§2.8.Regarding Certain Collateral Matters.    Section 9.24 of the Credit Agreement
is hereby amended by adding the following new text at the end of §9.24:



§2.9.Indebtedness.

(a)  Section 10.1(g)
of the Credit Agreement is hereby amended to read as follows:



(b)  Section 10.1(k)
of the Credit Agreement is hereby amended to read as follows:



§2.10.Liens.    Section 10.2(g) of the Credit Agreement is hereby amended to read as
follows:



§2.11.Senior Leverage Ratio.    The text of §11.1.2 of the Credit Agreement is
hereby amended to read as follows:



Fiscal Quarter End Date

Maximum Ratio
PermittedApril 30, 2002

2.80 to 1.00July 31, 2002

3.30 to 1.00October 31, 2002

3.10 to 1.00January 31, 2003

2.25 to 1.00April 30, 2003 and each fiscal quarter end date thereafter

2.00 to 1.00
"


§2.12.Interest Coverage Ratio.    The text of §11.2.2 of the Credit Agreement
is hereby amended to read as follows:



Fiscal Quarter End Date

Minimum RatioApril 30, 2003

1.50 to 1.00July 31, 2003

1.75 to 1.00October 31, 2003 and each fiscal quarter end date thereafter

2.00 to 1.00
"


§2.13.Capital Expenditures Covenant.    The text of §11.3 of the Credit
Agreement is hereby amended to read as follows:



Fiscal Quarter Ending

Maximum AmountApril 30, 2002

$
6,000,000July 31, 2002

$
3,500,000October 31, 2002

$
3,000,000January 31, 2003

$
2,000,000




§2.14.Deletion of Section 11.4.    Section 11.4 of the Credit Agreement is hereby
amended by deleting the caption heading and the text thereof in their entirety, and replacing such deleted caption heading and text with the following:



§2.15.Minimum EBITDA.    The text of §11.5 of the Credit Agreement is hereby
amended to read as follows:



Fiscal Period

Minimum AmountFebruary 1, 2002 through April 30, 2002

$
5,000,000February 1, 2002 through July 31, 2002

$
21,800,000February 1, 2002 through October 31, 2002

$
40,000,000February 1, 2002 through January 31, 2003

$
62,000,000May 1, 2002 through April 30, 2003

$
70,000,000
"


§2.16.Fixed Charge Coverage Ratio.    The text of §11.6 of the Credit Agreement
is hereby amended to read as follows:



Fiscal Quarter End Date

Minimum RatioApril 30, 2002

0.41 to 1.00July 31, 2002

0.37 to 1.00October 31, 2002

0.45 to 1.00January 31, 2003

0.90 to 1.00April 30, 2003 and each fiscal quarter end date thereafter

1.00 to 1.00




For
any fiscal period, the "Fixed Charge Coverage Ratio" for such fiscal period shall mean, as determined with respect to the Company and its Non-Excluded Subsidiaries for
such fiscal period, the ratio of (a) the amount equal to the result (without duplication) of (i) EBITDA for such fiscal period,minus(ii) cash payments for all taxes paid during such period, to the extent otherwise excluded from such calculation of EBITDA for such period,minus(iii) Capital Expenditures made during such period, to the extent otherwise excluded from such calculation of EBITDA for such period,other than(x) Capital Expenditures made in such applicable period with the proceeds of Indebtedness incurred pursuant to and in accordance with §10.1(g) hereof, (y) Capital
Expenditures made during the fiscal years ending January 31, 2002, January 31, 2003, and January 31, 2004, relating to the Global Restructuring (as defined in the definition of
EBITDA in §1.1 hereof), not exceeding $2,000,000 (as determined on an aggregate, cumulative basis) of Capital Expenditures so excluded under this clause (y) from the calculation of
the Fixed Charge Coverage Ratio, and (z) Capital Expenditures made during the fiscal year ending January 31, 2002, relating to the U.S. Restructuring (as defined in the definition of
EBITDA in §1.1 hereof), to (b) the amount equal to the result (without duplication) of (i) Consolidated Total Interest Expense (other than interest charges not required to be
paid in cash) for such fiscal period,plus(ii) scheduled (or otherwise required) payments of principal in respect of Indebtedness of the Company
and its Non-Excluded Subsidiaries (other than any amounts owed to the Company or its Non-Excluded Subsidiaries) that are (or become) due and payable during such fiscal period
pursuant to any agreement, instrument, or contract relating to such Indebtedness (with demand obligations to be deemed to be due and payable during any applicable fiscal period during which such
obligations are outstanding),except(x) any such principal amount the due date or maturity of which is validly extended to a date subsequent to
such fiscal period, and (y) any such principal amount to the extent refinanced or refunded with other Indebtedness (and not with proceeds of Loans made under this Agreement) not due and payable
during such fiscal period. For purposes of this §11.6, Consolidated Total Interest Expense shall be determined as provided in the definition of such term and the provisions relating
thereto in the definition of Interest Coverage Ratio."

§2.17.Cash Holding Limitation.

(a)  Section 11
of the Credit Agreement is hereby amended by adding the following new §11.7 to the Credit Agreement, immediately after §11.6
thereof:



(b)  Section 13
of the Credit Agreement is hereby amended by adding the following new §13.5 to the Credit Agreement, immediately after §13.4
thereof



§2.18.Certain Default Provisions.

(a)  Section 14.1(c)
of the Credit Agreement is hereby amended by deleting the phrase "9.9-9.29," and inserting in place thereof the new phrase
"9.9-9.30,".

(b)  Section 14.1(t)
of the Credit Agreement (as previously added by the Sixth Amendment to the Credit Agreement) is hereby amended to read as follows:



§2.19.Regarding; Proposed Recapitalization.    Section 9 of the Credit Agreement is
hereby amended by adding the following new §9.30, immediately after §9.29 of the Credit Agreement:



§3.Conditions to Effectiveness.    All provisions of this Amendment shall be deemed to be,
and shall become, effective as of the Effective Date referred to above, but only upon, and subject to, the satisfaction of each of the following conditions precedent, on a date that is a Business Day
not later than February 13, 2002 (such date of such conditions precedent being satisfied being referred to as the "Amendment Closing Date"):

(a)  The
Administrative Agent shall have received one or more counterparts of this Amendment duly executed and delivered by the Company, Samsonite Europe, each of the other
Obligors and Applicable Entities listed on the signature pages hereto, the Administrative Agent, and the Majority Lenders.

(b)  The
Company shall have paid (and the Company hereby covenants and agrees to pay, subject to the effectiveness of this Amendment) to the Administrative Agent on the
Amendment Closing Date, for the respective accounts of each of those Lenders that, as of the Amendment Closing Date, have duly executed and delivered counterparts of this Amendment to the
Administrative Agent (the "Approving Lenders"), an amendment fee (the "Amendment Fee") in immediately available funds, which shall be equal to 0.50% (one-half of one percent) of the sum of
(i) such Approving Lender's Domestic Term Loan Commitment Percentage of the then outstanding principal amount of the Domestic Term Loan and such Approving Lender's Foreign Term Loan Commitment
Percentage of the then outstanding principal amount (expressed as a Dollar Equivalent amount) of the Foreign Term Loan, in each case if applicable, and (ii) the aggregate amount of such Approving Lender's then applicable Commitments.

(c)  The
Company shall have paid (and the Company hereby covenants and agrees to pay, subject to the effectiveness of this Amendment) to the Administrative Agent on the
Amendment Closing Date, for the account of the Administrative Agent, certain fees set forth in the letter agreement between the Company and the Administrative Agent relating hereto (the "Amendment Fee
Letter") in the amounts set forth in the Amendment Fee Letter. The Amendment Fee Letter shall have been duly executed and delivered by the Company and the Administrative Agent and shall be in full
force and effect.

(d)  All
proceedings in connection with the transactions contemplated by this Amendment and all other documents incident thereto shall be reasonably satisfactory in substance
and in form to the Administrative Agent and the Administrative Agent's Special Counsel, and the Administrative Agent and such counsel shall have received all such material information and all such
counterpart originals or certified or other copies of such documents as the Administrative Agent may reasonably request.

(e)  No
Default or Event of Default shall exist or be continuing, and none shall exist, in each case after giving effect to the effectiveness of this Amendment, on and as of
the Amendment Closing Date and the Effective Date.

§4.Representations and Warranties.    Each of the Company and Samsonite Europe hereby
repeats, on and as of the date of the execution and delivery hereof and the Effective Date, each of the representations and warranties made by it in §8 of the Credit Agreement after giving
effect to this Amendment (except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement as amended hereby 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,
and except for such matters as have in each case been disclosed in writing by the Company to the Lenders and the Agents prior to the date
of the execution and delivery hereof by the parties hereto),providedthat all references therein to the Credit Agreement shall refer to such Credit
Agreement as amended hereby. In addition, each of the Company and Samsonite Europe hereby represents and warrants that the execution and delivery by such Borrower of this Amendment and the performance
by such Borrower of all of its respective agreements and obligations under this Amendment and the Credit Agreement as amended hereby are within the corporate power and authority of such Borrower, and
have been duly authorized by all necessary corporate action on the part of such Borrower, and each further represents and warrants that the execution and delivery by such Borrower, of this Amendment
and the performance by it of this Amendment and the transactions contemplated hereby will not contravene any material term or condition set forth in any material agreement or instrument to which it is
a party or by which it is bound, including, in the case of the Company, but not limited to, the Subordinated Debt Documents and the 1998 Preferred Stock Documents.

§5.Ratification, Etc.    Except as expressly provided for herein, 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 Borrowers 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.

§6.No Waiver.    Nothing contained herein shall constitute a waiver of, impair or otherwise
adversely affect any Obligations, any other obligation of the Company or Samsonite Europe, or any rights of the Agents or the Lenders consequent thereon, except for the limited waivers expressly
provided for herein.

§7.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. Delivery by any party of photocopies of the signed signature page of such party to this Amendment by facsimile telecopier shall be as effective as the delivery of manually executed counterparts of this
Amendment by such party.

§8.Governing Law.THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, APPLICABLE TO TRANSACTIONS TO BE PERFORMED WHOLLY WITHIN SUCH STATE (WITHOUT REFERENCE TO CONFLICT OF LAWS).

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

[Signature
pages follow; remainder of this page intentionally left blank]



Signature Pages for Borrowers

Each of the undersigned Borrowers hereby consents and agrees to all of the provisions of the foregoing Amendment:

|The Company:      |  | SAMSONITE CORPORATION
|----------------- |  | ---------------------
|                  |  | By:                  
|                  |  | Name:                
|                  |  | Title:               
|Samsonite Europe: |  | SAMSONITE EUROPE N.V.
|                  |  | By:                  
|                  |  | Name:                
|                  |  | Title:               



Signature Pages for Obligors and Other Specified Persons Signatory Hereto

Each of the undersigned Obligors and other Applicable Entities specified below hereby consents and agrees to all of the provisions of the foregoing Amendment:

| |  | SAMSONITE COMPANY STORES, INC.
| |  | ------------------------------
| |  | By:                           
| |  | Name:                         
| |  | Title:                        

| |  | MCGREGOR II, LLC
| |  | ----------------
| |  | By:             
| |  |                 
| |  |                 
| |  |                 

| |  | C.V. HOLDINGS, INC.
| |  | -------------------
| |  | By:                
| |  | Name:              
| |  | Title:             

| |  | SC INTERNATIONAL HOLDINGS C.V.
| |  | ------------------------------
| |  | By:                           
| |  |                               
| |  |                               
| |  |                               



Signature Pages for Obligors and Other Specified Persons Signatory Hereto(cont.)

| |  | SC DENMARK ApS                       
| |  | -------------------------------------
| |  | By:                                  
| |  | Name:                                
| |  | Title:                               
| |  | By:                                  
| |  | Name:                                
| |  | Title:                               
| |  | SAMSONITE CANADA INC.                
| |  | By:                                  
| |  | Name:                                
| |  | Title:                               
| |  | SAMSONITE LATINOAMERICA, S.A. DE C.V.
| |  | By:                                  
| |  | Name:                                
| |  | Title:                               



Signature Pages for Obligors and Other Specified Persons Signatory Hereto(cont.)

| |  | SC DENMARK ApS                       
| |  | -------------------------------------
| |  | By:                                  
| |  | Name:                                
| |  | Title:                               
| |  | By:                                  
| |  | Name:                                
| |  | Title:                               
| |  | SAMSONITE CANADA INC.                
| |  | By:                                  
| |  | Name:                                
| |  | Title:                               
| |  | SAMSONITE LATINOAMERICA, S.A. DE C.V.
| |  | By:                                  
| |  | Name:                                
| |  | Title:                               



Signature Pages for Lenders

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

| |  | BANK OF AMERICA, N.A.(formerly known as Bank of America National Trust and Savings Association), as a Lender
| |  | ------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                         
| |  | Name:                                                                                                       
| |  | Title:                                                                                                      
| |  | BANK OF AMERICA, N.A., as
Administrative Agent                                                              
| |  | By:                                                                                                         
| |  | Name:                                                                                                       
| |  | Title:                                                                                                      



Signature Pages for Lenders

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

| |  | FLEET NATIONAL BANK(formerly known as BankBoston, N.A.)
| |  | -------------------------------------------------------
| |  | By:                                                    
| |  | Name:                                                  
| |  | Title:                                                 



Signature Pages for Lenders

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

| |  | FORTIS BANK N.V.(formerly known as Generale Bank)
| |  | -------------------------------------------------
| |  | By:                                              
| |  | Name:                                            
| |  | Title:                                           
| |  | By:                                              
| |  | Name:                                            
| |  | Title:                                           



Signature Pages for Lenders

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

| |  | FORTIS (USA) FINANCE LLC(formerly known as Generale (USA) Finance LLC)
| |  | ----------------------------------------------------------------------
| |  | By:                                                                   
| |  | Name:                                                                 
| |  | Title:                                                                
| |  | By:                                                                   
| |  | Name:                                                                 
| |  | Title:                                                                



Signature Pages for Lenders

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

| |  | FOOTHILL CAPITAL CORPORATION
| |  | ----------------------------
| |  | By:                         
| |  | Name:                       
| |  | Title:                      



Signature Pages for Lenders

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

| |  | FOOTHILL INCOME TRUST II, L.P.
| |  | ------------------------------
| |  | By:                           
| |  |                               
| |  |                               
| |  |                               



Signature Pages for Lenders

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

| |  | GENERAL ELECTRIC CAPITAL CORPORATION
| |  | ------------------------------------
| |  | By:                                 
| |  | Name:                               
| |  | Title:                              



Signature Pages for Lenders

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

| |  | NATIONAL BANK OF CANADA
| |  | -----------------------
| |  | By:                    
| |  | Name:                  
| |  | Title:                 



Signature Pages for Lenders

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

| |  | WELLS FARGO BANK WEST, NATIONAL ASSOCIATION(formerly known as Norwest Bank Colorado, National Association)
| |  | ----------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                       
| |  | Name:                                                                                                     
| |  | Title:                                                                                                    



Signature Pages for Lenders

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

| |  | SENIOR DEBT PORTFOLIO
| |  | ---------------------
| |  | By:                  
| |  |                      
| |  |                      
| |  |                      



Signature Pages for Lenders

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

| |  | OXFORD STRATEGIC INCOME FUND
| |  | ----------------------------
| |  | By:                         
| |  |                             
| |  |                             
| |  |                             



Signature Pages for Lenders

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

| |  | NORTH AMERICAN SENIOR FLOATING
RATE FUND INC.
| |  | ---------------------------------------------
| |  | By:                                          
| |  |                                              
| |  |                                              
| |  |                                              



Signature Pages for Lenders

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

| |  | NORTHWOODS CAPITAL, LIMITED
| |  | ---------------------------
| |  | By:                        
| |  |                            
| |  |                            
| |  |                            



Signature Pages for Lenders

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

| |  | CYPRESSTREE INVESTMENT PARTNERS II, LTD.
| |  | ----------------------------------------
| |  | By:                                     
| |  |                                         
| |  |                                         
| |  |                                         



Signature Pages for Lenders

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

| |  | NORTHWOODS CAPITAL II, LIMITED
| |  | ------------------------------
| |  | By:                           
| |  |                               
| |  |                               
| |  |                               



Signature Pages for Lenders

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

| |  | EATON VANCE SENIOR INCOME TRUST
| |  | -------------------------------
| |  | By:                            
| |  |                                
| |  |                                
| |  |                                



Signature Pages for Lenders

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

| |  | NORTHWOODS CAPITAL III, LIMITED
| |  | -------------------------------
| |  | By:                            
| |  |                                
| |  |                                
| |  |                                



QuickLinks