REMEDIES OF THE LENDERS OR THE
AGENTS UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND SHALL NOT
ALTER, MODIFY, AMEND OR IN ANY WAY AFFECT ANY OF THE TERMS, CONDITIONS,
OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT OR ANY
OTHER PROVISION OF THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, ALL OF WHICH
ARE RATIFIED AND AFFIRMED IN ALL RESPECTS AND SHALL CONTINUE IN FULL FORCE AND
EFFECT.
THE PARTIES HERETO EXPRESSLY ACKNOWLEDGE THAT IT IS NOT THEIR INTENTION
THAT THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS EXECUTED OR DELIVERED
PURSUANT HERETO CONSTITUTE A NOVATION OF ANY OF THE OBLIGATIONS, COVENANTS OR
AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, BUT A
MODIFICATION THEREOF PURSUANT TO THE TERMS CONTAINED HEREIN.
AS OF THE
AMENDMENT NO. 1 EFFECTIVE DATE, EACH REFERENCE IN THE CREDIT AGREEMENT TO "THIS
AGREEMENT," "HEREUNDER," "HEREOF," "HEREIN," OR WORDS OF LIKE IMPORT, AND EACH
REFERENCE IN THE OTHER LOAN DOCUMENTS TO THE CREDIT AGREEMENT (INCLUDING,
WITHOUT LIMITATION, BY MEANS OF WORDS LIKE "THEREUNDER", "THEREOF" AND WORDS OF
LIKE IMPORT), SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED
HEREBY, AND THIS AMENDMENT AND THE CREDIT AGREEMENT SHALL BE READ TOGETHER AND
CONSTRUED AS A SINGLE INSTRUMENT.
EACH OF THE TABLE OF CONTENTS AND LISTS OF
EXHIBITS AND SCHEDULES OF THE CREDIT AGREEMENT SHALL BE AMENDED TO REFLECT THE
CHANGES MADE IN THIS AMENDMENT AS OF THE AMENDMENT NO. 1 EFFECTIVE DATE.
THIS
AMENDMENT SHALL CONSTITUTE A LOAN DOCUMENT.
SECTION 9.
ACKNOWLEDGEMENT AND AFFIRMATION.
EACH U.S. SUBSIDIARY GUARANTOR
HEREBY (I) EXPRESSLY ACKNOWLEDGES THE TERMS OF THE CREDIT AGREEMENT AS AMENDED
HEREBY, (II) RATIFIES AND AFFIRMS AFTER GIVING EFFECT TO THIS AMENDMENT ITS
OBLIGATIONS UNDER THE LOAN DOCUMENTS (INCLUDING GUARANTEES AND SECURITY
AGREEMENTS) EXECUTED BY SUCH
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U.S. SUBSIDIARY GUARANTOR AND (III) AFTER GIVING EFFECT TO THIS AMENDMENT,
ACKNOWLEDGES RENEWS AND EXTENDS ITS CONTINUED LIABILITY UNDER ALL SUCH LOAN
DOCUMENTS AND AGREES SUCH LOAN DOCUMENTS REMAIN IN FULL FORCE AND EFFECT.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
duly executed as of the date first above written.
SAMSONITE CORPORATION,
as the U.S. Borrower
By:
/s/ Richard H. Wiley
Name:
Richard H. Wiley
Title:
Chief Financial Officer
SAMSONITE EUROPE N.V.,
as the European Borrower
By:
/s/ Arne Borrey
Name:
Arne Borrey
Title:
Managing Director
C.V. HOLDINGS, INC.
SAMSONITE COMPANY STORES, INC.
DIRECT MARKETING VENTURES, INC.
SAMSONITE HOLDINGS INC.
ASTRUM R.E. CORP.
SAMSONITE PACIFIC LTD.
GLOBAL LICENSING COMPANY, LLC
MCGREGOR II, LLC
JODY APPAREL II, LLC
SHELF HOLDINGS, INC.
SHELF ACQUISITION, INC.,
each as a U.S. Subsidiary Guarantor
By:
/s/ Richard H. Wiley
Name:
Richard H. Wiley
Title:
Chief Financial Officer
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MERRILL LYNCH CAPITAL CORPORATION,
as Administrative Agent and U.S. Collateral Agent.
By:
/s/ Nancy Meadows
Name:
Nancy Meadows
Title:
Vice President
KBC BANK N.V.,
as European Agent and European Collateral
Agent
By:
/s/ Karen Vanhoutte
Name:
Karen Vanhoutte
Title:
Agent Syndicated Loans
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