EXHIBIT 10.14.1

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment") is entered into as of May 25, 2004 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
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 inAnnex Ato 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"); and

WHEREAS,
Borrowers have requested that the Agent, Requisite Lenders and Supermajority U.S. Revolving Lenders amend certain provisions of the Credit Agreement.

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:

1Amendments.The Credit Agreement is hereby amended as follows:



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3

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4

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2Amendments to
Annex A.Annex Ato the Credit Agreement is hereby amended as follows:



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3Amendments to
Annex E.Annex Eto the Credit Agreement is amended as follows:



4Amendments to
Annex F.Annex Fto the Credit Agreement is amended by amending and restating clause (i)ofparagraph (c)thereof to read in its entirety as follows:



5Amendment to Disclosure Schedules.Disclosure Schedule (ET) attached hereto is
added to the Credit Agreement as Disclosure Schedule (ET) thereto.

7

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6Conditions 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, Agent, Requisite Lenders and Supermajority U.S. Revolving Lenders.

7Representations and Warranties.In order to induce Agent and the Lenders to enter into
this Amendment, the Borrowers and each other Credit Party represents and warrants to Agent and each Lender (which representations and warranties shall survive the execution and delivery of this
Amendment), that:



8Miscellaneous.



8

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[Signature
Pages Follows]

9

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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: Richard H. Wiley
Title: CFO, Secretary and Treasurer                           
| |  | SAMSONITE EUROPE N.V.                                                                      
| |  | By:                                                                                        
| |  | Print Name: Richard H. Wiley
Title: Director                                               
| |  | AGENTS AND LENDERS                                                                         
| |  | GENERAL ELECTRIC CAPITAL CORPORATION,as Agent, North American Collateral Agent and a Lender
| |  | By:                                                                                        
| |  | Print Name: Christopher Cox
        Duly Authorized Signatory                              
| |  | KBC Bank NVas European Agent, Fronting Lender and a Lender                                 
| |  | By:                                                                                        
| |  | Print Name: Frans Sercu
Title: [illegible on original]                                     
| |  | By:                                                                                        
| |  | Print Name: Filip Audenaert
Title: [illegible on original]                                 

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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: Richard H. Wiley
Title: Secretary and Treasurer     
| |  | SAMSONITE COMPANY STORES, INC.                                  
| |  | By:                                                             
| |  | Print Name: Richard H. Wiley
Title: Secretary and Treasurer     
| |  | SC INTERNATIONAL HOLDINGS C.V.                                  
| |  | By:                                                             
| |  | Print Name: Richard H. Wiley
Title: Secretary and Treasurer     
| |  | MCGREGOR II, LLC                                                
| |  | By:                                                             
| |  | By:                                                             
| |  | Print Name: Richard H. Wiley
Title: CFO, Secretary and Treasurer
| |  | SC DENMARK APS                                                  
| |  | By:                                                             
| |  | Print Name: Richard H. Wiley
Title: Manager                     

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