EVENT OF DEFAULT THAT MAY HAVE ARISEN
PURSUANT TO SECTION 8.1(B) OF THE CREDIT AGREEMENT TO THE EXTENT ARISING SOLELY
AS A RESULT OF EUROPEAN BORROWER'S AND SAMSONITE FRANCE'S PROVIDING THE
FINANCIAL AID TO ARTOIS PLASTURGIE PURSUANT TO AND IN ACCORDANCE WITH THE TERMS
OF THE FINANCIAL AID AGREEMENT.
3.
CONDITIONS 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.
4.
REPRESENTATIONS 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
EACH LENDER (WHICH REPRESENTATIONS AND WARRANTIES SHALL SURVIVE THE EXECUTION
AND DELIVERY OF THIS AMENDMENT), THAT:
(A)
THIS AMENDMENT IS A LEGAL, VALID AND
BINDING OBLIGATION OF SUCH CREDIT PARTY ENFORCEABLE AGAINST SUCH CREDIT PARTY IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS THE ENFORCEMENT THEREOF MAY BE SUBJECT TO
(I) THE EFFECT OF ANY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR SIMILAR LAW AFFECTING CREDITORS' RIGHTS GENERALLY AND (II) GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEMENT IS SOUGHT IN A
PROCEEDING IN EQUITY OR AT LAW);
(B)
UPON THE EFFECTIVENESS OF THIS AMENDMENT,
ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT AND
IN THE OTHER LOAN DOCUMENTS (OTHER THAN THOSE WHICH SPEAK EXPRESSLY ONLY AS OF
AN EARLIER DATE) ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
DATE OF THE EFFECTIVENESS OF THIS AMENDMENT AFTER GIVING EFFECT TO THIS
AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY; AND
(C)
NO DEFAULT OR EVENT OF DEFAULT EXISTS OR
WILL RESULT AFTER GIVING EFFECT TO THIS AMENDMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY.
5.
MISCELLANEOUS.
5.1
EFFECT; RATIFICATION.
(A)
EXCEPT AS SPECIFICALLY SET FORTH ABOVE, THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND
EFFECT AND ARE HEREBY RATIFIED AND CONFIRMED.
(B)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF
THIS AMENDMENT SHALL NOT OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF
THE AGENT OR ANY LENDER UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT,
NOR CONSTITUTE AMENDMENT OF ANY PROVISION OF THE CREDIT AGREEMENT OR ANY OTHER
LOAN DOCUMENT, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.
3
(C)
EACH CREDIT PARTY ACKNOWLEDGES AND AGREES
THAT THE WAIVERS SET FORTH HEREIN ARE EFFECTIVE SOLELY FOR THE PURPOSES SET
FORTH HEREIN AND THAT THE EXECUTION AND DELIVERY BY THE AGENT AND THE REQUISITE
LENDERS OF THIS AMENDMENT SHALL NOT BE DEEMED (I) EXCEPT AS EXPRESSLY PROVIDED
IN THIS AMENDMENT, TO BE A CONSENT TO ANY WAIVER, AMENDMENT OR MODIFICATION OF
ANY TERM OR CONDITION OF THE CREDIT AGREEMENT OR OF ANY OTHER LOAN DOCUMENT,
(II) TO CREATE A COURSE OF DEALING OR OTHERWISE OBLIGATE THE AGENT OR THE
LENDERS TO FORBEAR, WAIVE, CONSENT OR EXECUTE SIMILAR AMENDMENTS UNDER THE SAME
OR SIMILAR CIRCUMSTANCES IN THE FUTURE, OR (III) TO AMEND, PREJUDICE,