Exhibit 10.14.3


 


AMENDMENT NO. 3 AND LIMITED
WAIVER 


TO CREDIT AGREEMENT 


 


This
AMENDMENT NO. 3 AND LIMITED WAIVER TO CREDIT AGREEMENT (this “Amendment”)
is entered into as of February 8, 2006 by and among SAMSONITE CORPORATION, a Delaware corporation
(“U.S. Borrower”), SAMSONITE
EUROPE N.V., a Belgian corporation (“European Borrower”) (U.S.
Borrower and European Borrower are sometimes collectively referred to herein as
the “Borrowers” and each individually as a “Borrower”), the other
Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation (in its individual capacity, “GE Capital”), for
itself, as Agent and as North American Collateral Agent, and the other Lenders
signatory hereto. Unless otherwise specified herein, capitalized terms used in
this Amendment shall have the meanings ascribed to them in Annex A to
the Credit Agreement (as hereinafter defined).


 


R E C I T A L S:


 


WHEREAS,
Borrowers, the other Credit Parties, the Agent, the North American Collateral
Agent, the Fronting Lender, the European Agent and the Lenders entered into
that certain Credit Agreement dated as of July 31, 2003 (as amended,
supplemented, restated or otherwise modified from time to time prior to the
date hereof, the “Credit Agreement”);


 


WHEREAS,
Samsonite SAS, a company with limited liability (société par
actions simplifée) organized under the laws of France (“Samsonite
France”), created a wholly-owned subsidiary, Artois Plasturgie SAS, a
company with limited liability (société par actions simplifée)
organized under the laws of France (“Artois Plasturgie”), to which it
contributed certain assets relating to the manufacturing of luggage and plastic
products carried out at the site located at 504/520 boulevard Fernand
Darchicourt, 62110 Hénin Beaumont, France, and which subsidiary assumed certain
liabilities of Samsonite France, all pursuant to and in accordance with the
terms of that certain Partial Asset Contribution Agreement, dated as of July 28,
2005, between Samsonite France and Artois Plasturgie (as in effect and in
existence on the date hereof, the “Partial Asset Contribution Agreement”);


 


WHEREAS,
Samsonite France, European Borrower, Artois Plasturgie and HB Group, a limited
liability company organized under the laws of Luxembourg (the “Purchaser”)
entered into that certain Transfer Agreement for the Shares in Artois
Plasturgie resulting in the Take-Over of the Hénin-Beaumont Site, dated as of July 29,
2005 (as in effect and in existence on the date hereof, the “Share Purchase
Agreement”), pursuant to and in accordance with which, among other things,
Samsonite France has agreed to sell, and the Purchaser has agreed to purchase,
all of the outstanding Stock in Artois Plasturgie and pursuant to which
Samsonite France and European Borrower have agreed to sell, and the Purchaser
has agreed to buy, the Transferred Debt (as defined therein);


 


WHEREAS,
pursuant to the Share Purchase Agreement, European Borrower, Samsonite France,
Artois Plasturgie and the Purchaser entered into (i) that certain Products
Manufacturing Agreement, dated as of August 31, 2005 (as in effect and in
existence on the date hereof, the


 

















 


“Manufacturing
Agreement”), pursuant to and in accordance with which European Borrower has
agreed to grant certain rights to Artois Plasturgie to manufacture and
otherwise complete the production of certain products for European Borrower,
which products European Borrower has agreed to order and purchase in accordance
with the terms thereof; (ii) that certain No-Name Products Manufacturing
Agreement, dated as of August 31, 2005 (as in effect and in existence on
the date hereof, the “No-Name Manufacturing Agreement”), pursuant to and
in accordance with which European Borrower has agreed to grant certain rights
to Artois Plasturgie to manufacture and otherwise complete the production of
certain No-Name Products (as defined therein), (iii) that certain Support
Agreement, dated as of August 31, 2005 (as in effect and in existence on
the date hereof, the “Support Agreement”), pursuant to and in accordance
with which European Borrower has agreed to provide certain Information Services
(as defined therein) to Artois Plasturgie and (iv) that certain Financial
Aid Agreement, dated as of August 31, 2005 (as in effect and in existence
on the date hereof, the “Financial Aid Agreement”), pursuant to and in
accordance with which European Borrower and Samsonite France have agreed to
provide to Artois Plasturgie a subsidy in the amount of EUR 4,000,000, a
participative loan in the amount of EUR 4,228,994 and an advance in the amount
EUR1,000,000 (collectively, the “Financial Aid”).


 


WHEREAS,
Borrowers have requested that the Agent and the Requisite Lenders waive certain
Events of Default and amend certain provisions of the Credit Agreement as set
forth herein, upon the terms and conditions contained herein.


 


NOW,
THEREFORE, in consideration of the premises contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


1.                                       Amendment. The Credit Agreement is hereby
amended by replacing the dollar amount “$7,800,000” appearing in clause (ix) of
the definition of the term “EBITDA” with the dollar amount “$10,000,000”.


 


2.                                       Waiver. Immediately upon the effectiveness
of this Amendment, the Agent and the Requisite Lenders hereby waive:


 


(a)                                  any Event of Default that may have
arisen pursuant to Section 8.1(b) of the Credit Agreement to
the extent arising solely as a result of the creation of Artois Plasturgie by
Samsonite France;


 


(b)                                 any Event of Default that may have
arisen pursuant to Section 8.1(b) of the Credit Agreement to
the extent arising solely as a result of sale of Stock in Artois Plasturgie
pursuant to and in accordance with the Share Purchase Agreement;


 


(c)                                  any Event of Default that may have
arisen pursuant to Section 8.1(b) of the Credit Agreement to
the extent arising solely as a result of European Borrower’s agreement to perform its
obligations set forth in the Manufacturing Agreement, the No-Name Manufacturing
Agreement and the Support Agreement (and the Agent and the Requisite Lenders
hereby waive Section 6.6 of the Credit Agreement to the extent, and
solely to the extent necessary to permit European Borrower to perform its
obligations pursuant to and in accordance


 


2

















 


with the terms of the Manufacturing
Agreement, the No-Name Manufacturing Agreement and the Support Agreement); and


 


(d)                                 any Event of Default that may have
arisen pursuant to Section 8.1(b) of the Credit Agreement to
the extent arising solely as a result of European Borrower’s and Samsonite
France’s providing the Financial Aid to Artois Plasturgie pursuant to and in
accordance with the terms of the Financial Aid Agreement.


 


3.                                       Conditions to
Effectiveness.
This Amendment shall be effective on the date on which this Amendment shall
have been duly executed and delivered by the Borrowers, each other Credit Party
party hereto, the Agent and the Requisite Lenders.


 


4.                                       Representations and
Warranties.
In order to induce the Agent and the Lenders to enter into this Amendment, the
Borrowers and each other Credit Party represents and warrants to the Agent and
each Lender (which representations and warranties shall survive the execution
and delivery of this Amendment), that:


 


(a)                                  this Amendment is a legal, valid and
binding obligation of such Credit Party enforceable against such Credit Party
in accordance with its terms, except as the enforcement thereof may be
subject to (i) the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors’ rights generally
and (ii) general principles of equity (regardless of whether such
enforcement is sought in a proceeding in equity or at law);


 


(b)                                 upon the effectiveness of this
Amendment, all of the representations and warranties contained in the Credit
Agreement and in the other Loan Documents (other than those which speak
expressly only as of an earlier date) are true and correct in all material
respects on and as of the date of the effectiveness of this Amendment after
giving effect to this Amendment and the transactions contemplated hereby; and


 


(c)                                  no Default or Event of Default
exists or will result after giving effect to this Amendment and the
transactions contemplated hereby.


 


5.                                       Miscellaneous.


 


5.1                                 Effect;
Ratification.


 


(a)                                  Except as specifically set forth
above, the Credit Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.


 


(b)                                 The execution, delivery and effectiveness
of this Amendment shall not operate as a waiver of any right, power or remedy
of the Agent or any Lender under the Credit Agreement or any other Loan
Document, nor constitute amendment of any provision of the Credit Agreement or
any other Loan Document, except as specifically set forth herein.


 


3

















 


(c)                                  Each Credit Party acknowledges and
agrees that the waivers set forth herein are effective solely for the purposes
set forth herein and that the execution and delivery by the Agent and the
Requisite Lenders of this Amendment shall not be deemed (i) except as
expressly provided in this Amendment, to be a consent to any waiver, amendment
or modification of any term or condition of the Credit Agreement or of any
other Loan Document, (ii) to create a course of dealing or otherwise
obligate the Agent or the Lenders to forbear, waive, consent or execute similar
amendments under the same or similar circumstances in the future, or (iii) to
amend, prejudice, relinquish or impair any right of the Agent or the Lenders to
receive any indemnity or similar payment from any Person or entity as a result
of any matter arising from or relating to this Amendment.


 


6.                                       Counterparts and
Signatures by Fax. This Amendment may be executed in any number of
counterparts, each such counterpart constituting an original but all
together one and the same instrument. Any party delivering an executed counterpart of
this Amendment by fax shall also deliver an original executed counterpart, but
the failure to do so shall not affect the validity, enforceability or binding
effect of this Amendment.


 


7.                                       Severability. In case any provision in or
obligation under this Amendment shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.


 


8.                                       Costs and Expenses. Borrowers agree to reimburse the Agent
for all reasonable fees, costs and expenses, including the reasonable fees,
costs and expenses of counsel or other advisors for advice, assistance, or
other representation in connection with this Amendment.


 


9.                                       Loan Document. This Amendment shall be deemed to
be a Loan Document.


 


10.                                 Reaffirmation. Each of the Credit Parties
signatory hereto as Guarantor hereby acknowledges and reaffirms all of its
obligations and undertakings under each of the Loan Documents to which it is a
party and acknowledges and agrees that subsequent to, and after taking account
of the provisions of this Amendment, each such Loan Document is and shall
remain in full force and effect in accordance with the terms thereof.


 


11.                                 GOVERNING LAW. THIS WAIVER AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


<Signature Pages Follow>


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the date first above written.


 


	
   

  	
  BORROWERS

  	
   

  
	
   

  	
   

  
	
   

  	
  SAMSONITE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SAMSONITE
  EUROPE N.V.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AGENTS AND
  LENDERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL

  	
   

  
	
   

  	
  CORPORATION,
  as Agent, North American

  	
   

  
	
   

  	
  Collateral Agent
  and a Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Duly Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KBC
  BANK NV

  	
   

  	
   

  
	
   

  	
  as European
  Agent, Fronting Lender and a Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 


 


SIGNATURE PAGE TO THE HÉNIN-BEAUMONT AMENDMENT


TO CREDIT AGREEMENT


 

















 


The following Persons are signatories to this
Amendment in their capacity as Credit Parties and not as Borrowers.


 


	
   

  	
  C.V.
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SAMSONITE
  COMPANY STORES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SC
  INTERNATIONAL HOLDINGS C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MCGREGOR
  II, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SC
  DENMARK APS

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
							



 


SIGNATURE PAGE TO THE HÉNIN-BEAUMONT AMENDMENT


TO CREDIT AGREEMENT