**Exhibit 10.14.3**

 

**AMENDMENT NO. 3 AND LIMITEDWAIVER**

**TO CREDIT AGREEMENT**

 

ThisAMENDMENT 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”), SAMSONITEEUROPE N.V., a Belgian corporation (“European Borrower”) (U.S.Borrower and European Borrower are sometimes collectively referred to herein asthe “Borrowers” and each individually as a “Borrower”), the otherCredit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, aDelaware corporation (in its individual capacity, “GE Capital”), foritself, as Agent and as North American Collateral Agent, and the other Lenderssignatory hereto. Unless otherwise specified herein, capitalized terms used inthis Amendment shall have the meanings ascribed to them in Annex A tothe Credit Agreement (as hereinafter defined).

 

R E C I T A L S:

 

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

 

WHEREAS,Samsonite SAS, a company with limited liability (*société paractions simplifée*) organized under the laws of France (“SamsoniteFrance”), created a wholly-owned subsidiary, Artois Plasturgie SAS, acompany with limited liability (*société par actions simplifée*)organized under the laws of France (“Artois Plasturgie”), to which itcontributed certain assets relating to the manufacturing of luggage and plasticproducts carried out at the site located at 504/520 boulevard FernandDarchicourt, 62110 Hénin Beaumont, France, and which subsidiary assumed certainliabilities of Samsonite France, all pursuant to and in accordance with theterms of that certain Partial Asset Contribution Agreement, dated as of July 28,2005, between Samsonite France and Artois Plasturgie (as in effect and inexistence on the date hereof, the “Partial Asset Contribution Agreement”);

 

WHEREAS,Samsonite France, European Borrower, Artois Plasturgie and HB Group, a limitedliability company organized under the laws of Luxembourg (the “Purchaser”)entered into that certain Transfer Agreement for the Shares in ArtoisPlasturgie 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 PurchaseAgreement”), 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 whichSamsonite France and European Borrower have agreed to sell, and the Purchaserhas 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 ProductsManufacturing Agreement, dated as of August 31, 2005 (as in effect and inexistence on the date hereof, the

 

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“ManufacturingAgreement”), pursuant to and in accordance with which European Borrower hasagreed to grant certain rights to Artois Plasturgie to manufacture andotherwise complete the production of certain products for European Borrower,which products European Borrower has agreed to order and purchase in accordancewith the terms thereof; (ii) that certain No-Name Products ManufacturingAgreement, dated as of August 31, 2005 (as in effect and in existence onthe date hereof, the “No-Name Manufacturing Agreement”), pursuant to andin accordance with which European Borrower has agreed to grant certain rightsto Artois Plasturgie to manufacture and otherwise complete the production ofcertain No-Name Products (as defined therein), (iii) that certain SupportAgreement, dated as of August 31, 2005 (as in effect and in existence onthe date hereof, the “Support Agreement”), pursuant to and in accordancewith which European Borrower has agreed to provide certain Information Services(as defined therein) to Artois Plasturgie and (iv) that certain FinancialAid Agreement, dated as of August 31, 2005 (as in effect and in existenceon the date hereof, the “Financial Aid Agreement”), pursuant to and inaccordance with which European Borrower and Samsonite France have agreed toprovide to Artois Plasturgie a subsidy in the amount of EUR 4,000,000, aparticipative loan in the amount of EUR 4,228,994 and an advance in the amountEUR1,000,000 (collectively, the “Financial Aid”).

 

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

 

NOW,THEREFORE, in consideration of the premises contained herein, and for othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:

 

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

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# 2.                                       **Waiver**. Immediately upon the effectivenessof this Amendment, the Agent and the Requisite Lenders hereby waive:

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### (a)                                  any Event of Default that may havearisen pursuant to Section 8.1(b) of the Credit Agreement tothe extent arising solely as a result of the creation of Artois Plasturgie bySamsonite France;

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

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### (c)                                  any Event of Default that may havearisen pursuant to Section 8.1(b) of the Credit Agreement tothe extent arising solely as a result of European Borrower’s agreement to perform itsobligations set forth in the Manufacturing Agreement, the No-Name ManufacturingAgreement and the Support Agreement (and the Agent and the Requisite Lendershereby waive Section 6.6 of the Credit Agreement to the extent, andsolely to the extent necessary to permit European Borrower to perform itsobligations pursuant to and in accordance

 

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

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### (d)                                 any Event of Default that may havearisen pursuant to Section 8.1(b) of the Credit Agreement tothe extent arising solely as a result of European Borrower’s and SamsoniteFrance’s providing the Financial Aid to Artois Plasturgie pursuant to and inaccordance with the terms of the Financial Aid Agreement.

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# 3.                                       **Conditions toEffectiveness**.This Amendment shall be effective on the date on which this Amendment shallhave been duly executed and delivered by the Borrowers, each other Credit Partyparty hereto, the Agent and the Requisite Lenders.

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# 4.                                       **Representations andWarranties**.In order to induce the Agent and the Lenders to enter into this Amendment, theBorrowers and each other Credit Party represents and warrants to the Agent andeach Lender (which representations and warranties shall survive the executionand delivery of this Amendment), that:

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

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### (b)                                 upon the effectiveness of thisAmendment, all of the representations and warranties contained in the CreditAgreement and in the other Loan Documents (other than those which speakexpressly only as of an earlier date) are true and correct in all materialrespects on and as of the date of the effectiveness of this Amendment aftergiving effect to this Amendment and the transactions contemplated hereby; and

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### (c)                                  no Default or Event of Defaultexists or will result after giving effect to this Amendment and thetransactions contemplated hereby.

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# 5.                                       **Miscellaneous**.

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## 5.1                                 **Effect;Ratification**.

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### (a)                                  Except as specifically set forthabove, the Credit Agreement and the other Loan Documents shall remain in fullforce and effect and are hereby ratified and confirmed.

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

 

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### (c)                                  Each Credit Party acknowledges andagrees that the waivers set forth herein are effective solely for the purposesset forth herein and that the execution and delivery by the Agent and theRequisite Lenders of this Amendment shall not be deemed (i) except asexpressly provided in this Amendment, to be a consent to any waiver, amendmentor modification of any term or condition of the Credit Agreement or of anyother Loan Document, (ii) to create a course of dealing or otherwiseobligate the Agent or the Lenders to forbear, waive, consent or execute similaramendments under the same or similar circumstances in the future, or (iii) toamend, prejudice, relinquish or impair any right of the Agent or the Lenders toreceive any indemnity or similar payment from any Person or entity as a resultof any matter arising from or relating to this Amendment.

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# 6.                                       **Counterparts andSignatures by Fax**. This Amendment may be executed in any number ofcounterparts, each such counterpart constituting an original but alltogether one and the same instrument. Any party delivering an executed counterpart ofthis Amendment by fax shall also deliver an original executed counterpart, butthe failure to do so shall not affect the validity, enforceability or bindingeffect of this Amendment.

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# 7.                                       **Severability**. In case any provision in orobligation under this Amendment shall be invalid, illegal or unenforceable inany jurisdiction, the validity, legality and enforceability of the remainingprovisions or obligations, or of such provision or obligation in any otherjurisdiction, shall not in any way be affected or impaired thereby.

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

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# 9.                                       **Loan Document**. This Amendment shall be deemed tobe a Loan Document.

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# 10.                                 **Reaffirmation**. Each of the Credit Partiessignatory hereto as Guarantor hereby acknowledges and reaffirms all of itsobligations and undertakings under each of the Loan Documents to which it is aparty and acknowledges and agrees that subsequent to, and after taking accountof the provisions of this Amendment, each such Loan Document is and shallremain in full force and effect in accordance with the terms thereof.

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

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<*Signature Pages Follow*>

 

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IN WITNESS WHEREOF, the parties hereto have executedthis 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*

 

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The following Persons are signatories to thisAmendment 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*

 

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