Exhibit 10.1


INCREASE JOINDER, dated as of
July 25, 2007 (this “Increase Joinder”),
among Samsonite Corporation, a Delaware corporation (the “U.S. Borrower”),
Merrill Lynch Capital Corporation, as administrative agent (in such capacity,
the “Administrative Agent”) for the Secured
Parties, and each Term Lender listed on the signature pages hereto, to the
Credit Agreement dated as of December 20, 2006 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the “Credit Agreement”) among the U.S Borrower, Samsonite Europe
N.V., a corporation organized under the laws of Belgium (the “European Borrower” and together with the U.S. Borrower, the
“Borrowers”), the Administrative Agent,
KBC Bank N.V., as administrative agent (in such capacity, the “European Agent”) for the European Secured Parties, the
Lenders referred to therein, Goldman Sachs Credit Partners L.P., as syndication
agent and Deutsche Bank AG, New York Branch, as documentation agent.  Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Credit Agreement.


WHEREAS, the U.S. Borrower has requested the
establishment of $55,000,000 of Incremental Term Loan Commitments and that the
Term Lenders having such Incremental Term Loan Commitments (the “Incremental Term Loan Lenders”) make Incremental Term Loans
to (i) consummate the Permitted Joint Venture Acquisition, (ii) to repay
certain outstanding Revolving Loans and (iii) to pay related fees and expenses;


WHEREAS, in the case of the Permitted Joint Venture
Acquisition, the proceeds of the Incremental Term Loans will be used (i)(a) to
make an intercompany loan to one of the Permitted Joint Venture Holdcos in an
amount equal to approximately 75% of the purchase price (the “Acquisition Debt”), (b) to provide credit support for the
Back-to Back Loan to be made by the Back-to-Back Lender by either (1)
depositing the Cash Collateral for the Back-to-Back Loan, (2) purchasing the
Back-to-Back Participation or (3) providing a combination of the credit support
described in clauses (i)(b)(1) and (i)(b)(2) herein, or (c) providing a
combination of the intercompany loan described in clause (i)(a) and the credit
support described in clause (i)(b); in each case to fund the portion of the
Permitted Joint Venture Acquisition consisting of the Acquisition Debt and (ii)
to fund the equity portion of the investment in the Permitted Joint Venture
Acquisition;


WHEREAS, the Incremental Term Loan Lenders have agreed
to make the Incremental Term Loans to the U.S. Borrower on the terms set forth
herein;


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


Section 1.  Increase Joinder.  There
is hereby established Incremental Term Loan Commitments of $55,000,000 in the
aggregate.  Each Incremental Term Loan
Lender with an Incremental Term Loan Commitment set forth on Schedule 1
hereto agrees (i) that it shall be considered a Lender and a Term Lender for
all purposes under the Loan Documents and agrees to be bound by the terms
thereof and (ii) to make Incremental













 


Term Loans to the U.S. Borrower in the amount of such
Incremental Term Loan Commitment on the date set forth in the Borrowing Request
for Incremental Term Loans delivered to the Administrative Agent no less than
two days prior to such proposed borrowing date. 
The terms and provisions of the Incremental Term Loans shall, except as
set forth below, be identical to the Term Loans.  The aggregate amount of all such Incremental
Term Loans shall not exceed $55,000,000. The Incremental Term Loan Commitments
shall expire at 5:00 P.M., New York time on the earlier of (i) the date
requested for borrowing of the Incremental Term Loans in the Borrowing Request
and (ii) the date that is 15 Business Days after the Increase Joinder Effective
Date (as defined below).  The Incremental
Term Loans shall be repaid in installments on each Installment Payment Date,
commencing on September 30, 2007, in an aggregate amount equal to (i) $137,500,
on each March 31, June 30, September 30 and December 31 of each year, ending on
(and including) September 30, 2013 and (ii) $51,562,500, on the Term Loan
Maturity Date.  The U.S. Borrower shall
use the proceeds of the Incremental Term Loans as set forth in the first and
second recitals to this Increase Joinder.


Section 2.  Representations and
Warranties.  The U.S. Borrower represents and
warrants to the Incremental Term Loan Lenders as of the date hereof and the Increase
Joinder Effective Date that:


(a)           The execution and
delivery of this Increase Joinder by the U.S. Borrower has been duly
authorized.


(b)           Neither the
execution or delivery by the U.S. Borrower of this Increase Joinder, nor
compliance by it with the terms and provisions hereof, (a) require any consent
or approval of, registration or filing with, or any other action by, any
Governmental Authority, except (i) such as have been obtained or made and
are in full force and effect, (ii) filings necessary to perfect Liens
created by the Loan Documents and (iii) consents, approvals,
registrations, filings, permits or actions the failure to obtain or perform
which would not reasonably be expected to result in a Material Adverse Effect,
(b) will violate the Organizational Documents of any Company, (c) will
violate any Requirement of Law, (d) will violate or result in a default or
require any consent or approval under any indenture, agreement or other instrument
binding upon any Company or its property, or give rise to a right thereunder to
require any payment to be made by any Company, except for violations, defaults
or the creation of such rights that would not reasonably be expected to result
in a Material Adverse Effect, and (e) will result in the creation or
imposition of any Lien on any property of any Company, except Liens created by
the Loan Documents and the Lien contemplated in the second recital with respect
to the Cash Collateral securing the Back-to-Back Loan.


(c)           Before and after
giving effect to this Increase Joinder, the representations and warranties set
forth in the Credit Agreement and in the other Loan Documents shall be true and
correct in all material respects (except that any representation and warranty
that is qualified as to “materiality” or “Material Adverse Effect” shall be
true



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and correct in all respects) with the same effect as
if then made (unless expressly stated to relate to an earlier date, in which case
such representations and warranties shall be true and correct (or true and
correct in all material respects, as the case may be) as of such earlier date).


(d)           At the time of and
after giving effect to this Increase Joinder, no Default or Event of Default
has occurred and is continuing.


(e)           Neither the
execution, delivery, performance or effectiveness of this Increase Joinder
will: (a) impair the validity, effectiveness or priority of the Liens granted
pursuant to any Loan Document, and such Liens continue unimpaired with the same
priority to secure repayment of all of the applicable Obligations, whether
heretofore or hereafter incurred or (b) require that any new filings be made or
other action taken to perfect or to maintain the perfection of such Liens other
than the actions required by Section 3(h).


Section 3.  Conditions to
Effectiveness.  This Increase Joinder shall
become effective on the date (the “Increase Joinder Effective
Date”) on which each of the following conditions is satisfied or
waived:


(a)           The
Administrative Agent shall have received from each Incremental Term Loan Lender
either (i) a counterpart of this Increase Joinder signed on behalf of such
party or (ii) written evidence satisfactory to the Administrative Agent (which
may include telecopy transmission or “.PDF” of a signed signature page of this
Increase Joinder) that such party has signed a counterpart of this Increase
Joinder;


(b)           Each
Incremental Term Loan Lender or the Administrative Agent on its behalf shall
have received, if requested, one or more Notes payable to the order of such
Lender duly executed by the U.S. Borrower in substantially the form of Exhibit
E-3 to the Credit Agreement, evidencing its Incremental Term Loans;


(c)           The
Administrative Agent shall have received an Officer’s Certificate, dated the
Increase Joinder Effective Date and signed on behalf of the U.S. Borrower by a
Financial Officer of the U.S. Borrower, substantially in the form of Exhibit
F to the Credit Agreement, confirming compliance with the conditions precedent
set forth in Sections 2.21(b) of the Credit Agreement;


(d)           The U.S. Borrower
shall have paid (i) to the Administrative Agent, all reasonable
out-of-pocket costs and expenses (including, without limitation the reasonable
fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Agents) of the
Administrative Agent and (ii) to Merrill Lynch Capital Corporation, the
underwriting fee set forth in the Fee Letter dated as of March 19, 2007 among
the U.S. Borrower, Merrill Lynch Capital Corporation and Merrill Lynch, Pierce,
Fenner & Smith Incorporated;



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(e)           The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of each Loan Party, the authorization
of this Increase Joinder and the transactions contemplated hereby and any other
legal matters relating to the Loan Parties, this Increase Joinder or the
transactions contemplated hereby, all in form and substance reasonably
satisfactory to the Administrative Agent and its counsel;


(f)            The Administrative
Agent shall have received, on behalf of itself, the other Agents and the
Lenders, a favorable written opinion, in form and substance reasonably satisfactory
to the Administrative Agent, from each of McGuireWoods LLP, counsel to the U.S.
Borrower and Alessandri & Compañìa, Chilean counsel to the U.S. Borrower,
any Permitted Joint Venture Holdcos and Permitted Joint Venture Acquisition
Sub;


(g)           At the time of and
after giving effect to the Increase Joinder, no Default or Event of Default has
occurred and is continuing;


(h)           The U.S. Collateral
Agent shall have received (x) a pledge agreement executed by U.S. Borrower in
favor of the U.S. Collateral Agent governed by the laws of the Republic of
Chile, pledging 65% of the Equity Interests in the Permitted Joint Venture
Holdco owned by U.S. Borrower in form and substance reasonably satisfactory to
the U.S. Collateral Agent to secure the Obligations and (y) a pledge agreement
executed by U.S. Borrower in favor of the European Collateral Agent governed by
the laws of the Republic of Chile, pledging 34% of the Equity Interests in the
Permitted Joint Venture Holdco owned by U.S. Borrower to secure the European Obligations,
in form and substance reasonably satisfactory to the European Collateral Agent
(it being understood that satisfaction of this condition shall satisfy the
obligations set forth in Section 5.10(c) of the Credit Agreement with regard to
the Permitted Joint Venture Acquisition);


(i)            The Administrative
Agent shall have received evidence that the U.S. Borrower shall have given
notice to the PBGC of the entering into of the Incremental Facility in accordance
with the terms of the PBGC Agreement and shall have received confirmation from
the PBGC as to the correct amount of the Unfunded Pension Liability under the
Plans to be secured under the Loan Documents. 
To the extent the amount of such Unfunded Pension Liability is different
that what is currently stated in the Loan Documents, the Loan Documents shall
have been amended to reflect the new amount of such Unfunded Pension Liability;
and


(j)            The Administrative
Agent shall have received at least 2 days prior to the Increase Joinder
Effective Date written notice from the U.S. Borrower setting forth the date on
which the U.S. Borrower requests the Incremental Term Loan Commitment to take
effect.


Section 4.  Covenant.  If
the Permitted Joint Venture Acquisition shall not have been consummated within
4 Business Days of the Increase Joinder Effective Date (such date, the “Refund
Date”), the U.S. Borrower shall refund the entire principal



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amount of the Incremental Term Loans made pursuant to
Section 1 of this Increase Joinder to the Incremental Term Loan Lenders within
1 Business Day of the Refund Date, it being understood that any such refund of
the Incremental Term Loans on the Refund Date shall be deemed to result from a
failure to satisfy a condition to the making of the Incremental Term Loans and
shall not be treated as a prepayment made pursuant Section 2.05 of the Credit
Agreement.


Section 5.  Expenses.  U.S.
Borrower agrees to reimburse the Administrative Agent for its and the other
Agents’ reasonable out-of-pocket expenses incurred by them in connection with
this Increase Joinder, including the reasonable fees, charges and disbursements
of Cahill Gordon & Reindel LLP,
counsel for the Agents.


Section 6.  Counterparts.  This
Increase Joinder may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which when so executed and
delivered shall be deemed to be an original, but all of which when taken
together shall constitute a single instrument. 
Delivery of an executed counterpart of a signature page of this Increase
Joinder by facsimile transmission or by email in Adobe “.pdf” format shall be
effective as delivery of a manually executed counterpart hereof.


Section 7.  Applicable Law.  THIS
INCREASE JOINDER SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


Section 8.  Headings.  The
headings of this Increase Joinder are for purposes of reference only and shall
not limit or otherwise affect the meaning hereof.


Section 9.  Effect of Increase
Joinder.  Except as expressly set forth herein,
this Increase Joinder shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the
Lenders or the Agents under the Credit Agreement or any other Loan Document, and
shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other provision of the Credit Agreement or any other Loan Document,
all of which are ratified and affirmed in all respects and shall continue in
full force and effect.  The parties
hereto expressly acknowledge that it is not their intention that this Increase
Joinder or any of the other Loan Documents executed or delivered pursuant
hereto constitute a novation of any of the obligations, covenants or agreements
contained in the Credit Agreement or any other Loan Document, but a
modification thereof pursuant to the terms contained herein.  As of the Increase Joinder Effective Date,
each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,”
“herein,” or words of like import, and
each reference in the other Loan Documents to the Credit Agreement (including,
without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference
to the Credit Agreement as amended hereby, and this Increase Joinder and the
Credit Agreement shall be read together and construed as a single
instrument.  Each of the table of
contents and lists of Exhibits and Schedules of the Credit Agreement shall be



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amended to reflect the changes made in this Increase
Joinder as of the Increase Joinder Effective Date.  This Increase Joinder shall constitute a Loan
Document.


Section 10.  Acknowledgement and
Affirmation.  Each U.S. Subsidiary
Guarantor hereby (i) expressly acknowledges the terms of the Credit Agreement
as amended hereby, (ii) ratifies and affirms after giving effect to this
Increase Joinder  its obligations under
the Loan Documents (including guarantees and security agreements) executed by
such U.S. Subsidiary Guarantor and (iii) after giving effect to this
Increase Joinder, acknowledges renews and extends its continued liability under
all such Loan Documents and agrees such Loan Documents remain in full force and
effect.


[signature pages
follow]



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IN WITNESS WHEREOF, the parties hereto have caused
this Increase Joinder to be duly executed as of the date first above written.


	
   

  	
  SAMSONITE CORPORATION,

  
	
   

  	
     as the U.S. Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard H. Wiley

  
	
   

  	
   

  	
  Name:  Richard H. Wiley

  
	
   

  	
   

  	
  Title:   CFO, Treasurer and Secretary

  



 


	
   

  	
  SAMSONITE EUROPE N.V.,

  
	
   

  	
     as the European Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Arne Borrey

  
	
   

  	
   

  	
  Name:  Arne Borrey

  
	
   

  	
   

  	
  Title:    Managing Director

  



 


	
  For purposes of Section 10 only:

  	
   

  
	
   

  	
   

  
	
   

  	
  C.V. HOLDINGS, INC.

  
	
   

  	
  SAMSONITE COMPANY STORES, INC.

  
	
   

  	
  DIRECT MARKETING VENTURES, INC.

  
	
   

  	
  SAMSONITE HOLDINGS INC.

  
	
   

  	
  ASTRUM R.E. CORP.

  
	
   

  	
  SAMSONITE PACIFIC LTD.

  
	
   

  	
  GLOBAL LICENSING COMPANY, LLC

  
	
   

  	
  MCGREGOR II, LLC

  
	
   

  	
  JODY APPAREL II, LLC

  
	
   

  	
  SHELF HOLDINGS, INC.

  
	
   

  	
  SHELF ACQUISITION, INC.,

  
	
   

  	
      each as a U.S. Subsidiary
  Guarantor

  



 


 


	
  

  	
  By:

  	
  /s/ Richard H. Wiley

  
	
   

  	
   

  	
  Name:

  	
  Richard H. Wiley

  
	
   

  	
   

  	
  Title:

  	
  President, CFO, Secretary 

  and Treasurer, as the case may be

  



 













 


	
   

  	
  MERRILL LYNCH CAPITAL CORPORATION,

  
	
   

  	
      as Administrative Agent.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Don Burkitt

  
	
   

  	
   

  	
  Name:  Don Burkitt

  
	
   

  	
   

  	
  Title:    Vice President

  



 













 


	
   

  	
  MERRILL LYNCH CAPITAL CORPORATION,

  
	
   

  	
     as the Incremental Term Loan Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Don Burkitt

  
	
   

  	
   

  	
  Name:  Don Burkitt

  
	
   

  	
   

  	
  Title:    Vice President

  



 













SCHEDULE I


INCREMENTAL TERM
LOAN COMMITMENTS


	
  Term Lender

  	
   

  	
  Incremental Term Loan Commitment

  	
   

  
	
  Merrill Lynch Capital
  Corporation

  	
   

  	
  $55,000,000