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.
4
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