EXHIBIT 10.14.2

AMENDMENT NO. 2 TO CREDIT AGREEMENT

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment") is entered into as of November 23, 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 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 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 and the Requisite 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:



2Conditions 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.

3Representations 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

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each
Lender (which representations and warranties shall survive the execution and delivery of this Amendment), that:



4Miscellaneous.



2

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<Signature Pages Follow>

3

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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: Chief Financial Officer                                
| |  | 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:
Title:                                                                         
| |  | By:                                                                                        
| |  | Print Name:
Title:                                                                         

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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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