4TH AMEND TO 2ND A & R MULTICURRENCY REVOLVING


 Exhibit 10.5

 FOURTH AMENDMENT
 

 TO SECOND AMENDED AND RESTATED
 

 MULTICURRENCY REVOLVING CREDIT AND
 

 TERM LOAN AGREEMENT

  

 Fourth Amendment, dated as of November 5, 1999 (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), BANKBOSTON, NA and the other lending
   institutions from time to time listed on Schedule 1 to the Credit
   Agreement (as hereinafter defined) (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, and the
   Third Amendment thereto, dated as of March 22, 1999 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, NA (formerly known as Bank of
   America National Trust and Savings Association), as administrative
   agent for the Agents and the Lenders (the "Administrative Agent"),
   BANKBOSTON, NA, as syndication agent for the Agents and the Lenders
   (the "Syndication Agent"), GENERALE BANK NV, as
   foreign agent for the Agents and the Lenders (the "Foreign
   Agent"), and as fronting bank (the "Fronting Bank"),
   CANADIAN IMPERIAL BANK OF COMMERCE, as documentation agent for the
   Agents and the Lenders (the "Documentation Agent"), 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 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:

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

 §1.1. Amendment to Definitions. Section 1.1 of the Credit Agreement is hereby amended
   by inserting the following new definitions in the appropriate location in
   the alphabetical sequence:

 

  "Permitted IP License Restrictions.
   Provisions of any bona fide trademark license agreement, patent
   license agreement or software license agreement (any of the foregoing being
   referred to herein as an "IP Agreement") between any of the
   Borrowers or their Non-Excluded Subsidiaries as licensee (the
   "Licensee"), on the one hand, and one or more third-party
   trademark, patent or software licensors who are not Affiliates (the
   "Licensor"), on the other, to the effect that such Licensee shall
   not assign or transfer to any Person either such IP Agreement or the
   trademark, patent or software license or other rights established thereunder
   and/or shall not create, assume or permit to exist any lien or security
   interest on such IP Agreement or such trademark, patent or software license
   or other rights established thereunder; provided, that (a) in
   connection with each such IP Agreement such Licensee shall have demonstrated
   to the reasonable satisfaction of the Administrative Agent that such
   Licensee has, in good faith, used its commercially reasonable best efforts
   to negotiate with the Licensor for the removal, elimination or waiver by the
   Licensor of such restrictions or prohibitions insofar as the same would
   apply to assignments or transfers by the Licensee to, or the Licensee's
   granting of or permitting a security interest or lien in favor of, the
   Administrative Agent and the Lenders, but that (such efforts
   notwithstanding) the Licensor will not enter into or maintain such IP
   Agreement without such restriction or prohibition being both included
   therein and being applicable to the Licensee's granting of or permitting a
   security interest or lien in favor of the Administrative Agent and the
   Lenders, (b) such restriction or prohibition shall be limited solely to such
   IP Agreement and the trademark, patent or software license or other rights
   which are the subject of such IP Agreement and shall not extend to any other
   assets, properties or rights (including without limitation any rights of the
   Licensee consisting of monetary obligations of, or enforcement rights upon
   breach against, the Licensor) of the Licensee or any other of the Borrowers
   or their Non-Excluded Subsidiaries, (c) no such restriction or prohibition
   contained in any material patent license agreement or material software
   license agreement shall restrict or limit the ability of the Licensee or any
   other of the Borrowers or their Non-Excluded Subsidiaries to assign or
   transfer such applicable IP Agreement or the patent or software license or
   other rights established thereunder (other than restrictions or limitations
   consisting of reasonable and customary requirements as to (i) the
   creditworthiness of transferees or assignees, (ii) arrangements for the
   payment of existing, previously accrued amounts, due and owing to the
   Licensor under such IP Agreement, upon such transfer or assignment, (iii)
   the nature of the business in which the relevant patent or software is to be
   used by the transferee or assignee, and (iv) limitations on transfers to
   competitors of the Licensor) in connection with the sale of all or
   substantially all of the stock (or other equity interests) or assets of the
   Licensee or that portion of the Licensee's business in which such patent or software is used or
   to which such patent or software relates (such restrictions and limitations
   (other than those described in the first parenthetical phrase of this clause
   (c)) being referred to herein as "Business Sale Transfer Restrictions"), unless the applicable Licensee shall have
   demonstrated to the reasonable satisfaction of the Administrative Agent that
   such Licensee has, in good faith, used its commercially reasonable best
   efforts to negotiate with the Licensor for the removal or elimination of
   such Business Sale Transfer Restrictions but that (such efforts
   notwithstanding) the Licensor will not enter into or maintain such IP
   Agreement without such Business Sale Transfer

 

 Restrictions being included therein, and (d) without
   limitation of the generality of the foregoing, no such restriction or
   prohibition shall restrict or limit in any way either (i) the right and
   ability of the Licensee or any other of the Borrowers or their Non-Excluded
   Subsidiaries to create, assume, or permit to exist any lien or security
   interest in favor of the Administrative Agent and the Lenders on its or
   their inventory (whether or not incorporating or using the trademarks,
   patents or software subject to such IP Agreement) or accounts receivable
   (whether or not arising from the sale of inventory incorporating or using
   the trademarks, patents or software subject to such IP Agreement) or (ii)
   the right or ability of any such secured party or lienholder to foreclose
   upon, take possession of, sell, transfer, or otherwise exercise its rights
   with respect to such inventory or accounts receivable."

 "Permitted Real Property Lease
   Restrictions. Provisions of any bona fide real property lease
   (referred to herein as "Lease") between any of the Borrowers or their Non-Excluded
   Subsidiaries as lessee (the "Lessee"), on the one hand, and one or
   more third-party lessors of real estate who are not Affiliates (the
   "Lessor"), on the other, to the effect that such Lessee shall not
   assign or transfer to any Person either such Lease or the leasehold interest
   or other rights established thereunder and/or shall not create, assume or
   permit to exist any lien or security interest on such Lease or such
   leasehold interest or other rights established thereunder; provided,
   that (a) in connection with each such Lease such Lessee shall have
   demonstrated to the reasonable satisfaction of the Administrative Agent that
   such Lessee has, in good faith, used its commercially reasonable best
   efforts to negotiate with the Lessor for the removal, elimination or waiver
   by the Lessor of such restrictions or prohibitions insofar as the same would
   apply to assignments or transfers by the Lessee to, or the Lessee's granting
   of or permitting a security interest or lien in favor of, the Administrative
   Agent and the Lenders, but that (such efforts notwithstanding) the Lessor
   will not enter into or maintain such Lease without such restriction or
   prohibition being both included therein and being applicable to the Lessee's
   granting of or permitting a security interest or lien in favor of the
   Administrative Agent and the Lenders, (b) such restriction or prohibition
   shall be limited solely to such Lease and the leasehold interest or other
   rights which are the subject of such Lease and shall not extend to any other
   assets, properties or rights (including without limitation any rights of the
   Lessee consisting of monetary obligations of, or enforcement rights upon
   breach against, the Lessor) of the Lessee or any other of the Borrowers or
   their Non-Excluded Subsidiaries, and (c) without limitation of the
   generality of the foregoing, no such restriction or prohibition shall
   restrict or limit in any way either (i) the right and ability of the Lessee
   or any other of the Borrowers or their Non-Excluded Subsidiaries to create,
   assume, or permit to exist any lien or security interest in favor of the
   Administrative Agent and the Lenders on its or their inventory, machinery,
   equipment, or other assets located on or associated with the real property
   subject to such Lease or (ii) the right or ability of any such secured party
   or lienholder to foreclose upon, take possession of, sell, transfer, or
   otherwise exercise its rights with respect to such inventory, machinery,
   equipment, or other assets located on or associated with such real
   property."

 §1.2. Amendment to Prohibition on Negative
   Pledges. Section 10.12 of the Credit

 

  Agreement is hereby amended by inserting the phrase
   "or arrangements constituting Permitted IP License Restrictions or
   Permitted Real Property Lease Restrictions," between the phrase
   "Schedule 10.12 hereto," and the phrase "or pursuant
   to the Subordinated Indenture" in the tenth line of such
   section.

 §2. Conditions to Effectiveness. This Amendment shall be deemed to be, and shall
   become, effective as of the Effective Date referred to above, subject to the
   receipt, on or prior to the Effective Date, by the Administrative Agent of
   one or more counterparts of this Amendment duly executed and delivered by
   the Company, Samsonite Europe, and the Majority Lenders.

 §3. 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
   Section 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 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, 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 the transactions contemplated hereby
   will not contravene any term or condition set forth in any 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. 

 §4. 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.

 §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 Samsonite Europe, or any rights of the Agents
   or the Lenders consequent thereon.

 §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.

 §7. 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 thereunto
   duly authorized.

 [Signature pages follow]

 

 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: /s/ Richard H. Wiley
	 	 	 	Name: Richard H. Wiley 
	 	 	 	Title: CFO
	 	 	 	 
	 	 	 	 
	 	Samsonite Europe:	 	SAMSONITE EUROPE N.V.
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By: /s/ Richard H. Wiley / Thomas R.
     Sandler
	 	 	 	Name: Richard H. Wiley / Thomas R. Sandler
     
	 	 	 	Title: CFO / Senior Vice President 


 

 Signature Pages for Lenders

 The undersigned Lender 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) 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By: /s/ Peter D. Griffith 
	 	 	 	Name: Peter D. Griffith.
	 	 	 	Title: Managing Director


  

 Signature Pages for Lenders

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

 	 	 	 	BANKBOSTON, NA
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By: /s/ Richard D. Hill, Jr.
	 	 	 	Name: Richard D. Hill, Jr. 
	 	 	 	Title: Managing Director 


 

 Signature Pages for Lenders

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

 	 	 	 	CIBC INC.
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By: /s/ Gerald Girardi 
	 	 	 	Name: Gerald Girardi 
	 	 	 	Title: Executive Director, CIBC World Markets Corp.,
     
	 	 	 	 	As Agent 


 

 Signature Pages for Lenders

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

 	 	 	 	FORTIS Bank NV (formerly known
	 	 	 	 as Generale Bank NV)
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By: /s/ Evelyne Petit 
	 	 	 	Name: Evelyne Petit 
	 	 	 	Title: Credit Manager 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By: /s/ Louis Van Geel 
	 	 	 	Name: Louis Van Geel 
	 	 	 	Title: Directeur Corporate 


 

 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:/s/ David Snyder  
	 	 	 	Name: David Snyder  
	 	 	 	Title: Senior Vice President  
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By: /s/ Eddie Matthews 
	 	 	 	Name: Eddie Matthews 
	 	 	 	Title: Senior Vice President 


 

 Signature Pages for Lenders

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

 	 	 	 	THE BANK OF NEW YORK
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By: /s/ Michael B. Scaduto 
	 	 	 	Name: Michael B. Scaduto 
	 	 	 	Title: Vice President 


 

 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: /s/ Raymond L. Yager / A.M. Cooneca 
	 	 	 	Name: Raymond L. Yager / A.M. Cooneca 
	 	 	 	Title: V.P. / VP 


 

 Signature Pages for Lenders

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

 	 	 	 	NORWEST BANK COLORADO, NATIONAL
     ASSOCIATION
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By: /s/ Randall Schmidt 
	 	 	 	Name: Randall Schmidt 
	 	 	 	Title: Vice President 


 

 Signature Pages for Lenders

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

 	 	 	 	SENIOR DEBT PORTFOLIO
	 	 	 	 
	 	 	 	By: Boston Management and Research,
	 	 	 	 	  as Investment Advisor
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By:  
	 	 	 	Name: 
	 	 	 	Title: 


 

 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: Eaton Vance Management, as
	 	 	 	 	 Investment Advisor
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By: 
	 	 	 	Name: 
	 	 	 	Title: 


 

 Signature Pages for Lenders

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

 	 	 	 	MERRILL LYNCH SENIOR FLOATING
	 	 	 	RATE FUND, INC.
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By: 
	 	 	 	Name: 
	 	 	 	Title: 


 

 Signature Pages for Lenders

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

 	 	 	 	SENIOR HIGH INCOME PORTFOLIO, INC.
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By: 
	 	 	 	Name: 
	 	 	 	Title: 


 

 Signature Pages for Lenders

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

 	 	 	 	ML CLO XX PILGRIM AMERICA
	 	 	 	(CAYMAN) LTD.
	 	 	 	 
	 	 	 	By: Pilgrim Investments, Inc.,
	 	 	 	 	 its investment manager
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By: 
	 	 	 	Name: 
	 	 	 	Title: 


 

 Signature Pages for Lenders

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

 	 	 	 	CYPRESSTREE INVESTMENT FUND, LLC
	 	 	 	 
	 	 	 	By: 	CypressTree Investment
	 	 	 		Management Company, Inc.,
	 	 	 	 	its Managing Member
	 	 	 	 
	 	 	 	 
	 	 	 	By: /s/ Peter K. Merrill 
	 	 	 	Name: Peter K. Merrill 
	 	 	 	Title: Managing Director 


 

 Signature Pages for Lenders

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

 	 	 	 	 CYPRESSTREE INSTITUTIONAL FUND, LLC

   
	 	 	 	
	 	 	 	By:	CypressTree Investment
	 	 	 	 	Management Company, Inc.,
	 	 	 	 	its Managing Member
	 	 	 	 
	 	 	 	 
	 	 	 	By: /s/ Peter K. Merrill 
	 	 	 	Name: Peter K. Merrill 
	 	 	 	Title: Managing Director 


 

 Signature Pages for Lenders

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

 	 	 	 	KZH CYPRESSTREE-1 LLC
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By: /s/ Peter Chin 
	 	 	 	Name: Peter Chin 
	 	 	 	Title: Authorized Agent 


 

 Signature Pages for Lenders

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

 	 	 	 	NORTHWOODS CAPITAL, LIMITED
	 	 	 	 
	 	 	 	By: 	Angelo, Gordon & Co., L.P.,
	 	 	 	 	as Collateral Manager
	 	 	 	 
	 	 	 	 
	 	 	 	By: /s/ Michael L. Green 
	 	 	 	Name: Michael L. Green 
	 	 	 	Title: 


 

 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:	CypressTree Investment Management Company, Inc.,
     
	 	 	 	 	as Portfolio Manager
	 	 	 	 
	 	 	 	By: /s/ Peter K. Merrill 
	 	 	 	Name: Peter K. Merrill 
	 	 	 	Title: Managing Director 


 

 Signature Pages for Lenders

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

 	 	 	 	ML CBO IV (CAYMAN) LTD.
	 	 	 	 
	 	 	 	By:	Highland Capital Management, LP,
	 	 	 	 	as Collateral Manager
	 	 	 	 
	 	 	 	 
	 	 	 	By: 
	 	 	 	Name: 
	 	 	 	Title: