Exhibit 10.14.3
AMENDMENT NO. 3 AND
LIMITED WAIVER
TO CREDIT
AGREEMENT
This AMENDMENT 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 ”), 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 A to 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
”);
WHEREAS, Samsonite SAS, a company
with limited liability ( société par actions
simplifée ) organized under the laws of France (“
Samsonite France ”), created a wholly-owned
subsidiary, Artois Plasturgie SAS, a company with limited liability
( société par actions simplifée ) organized
under the laws of France (“ Artois Plasturgie
”), to which it contributed certain assets relating to the
manufacturing of luggage and plastic products carried out at the
site located at 504/520 boulevard Fernand Darchicourt, 62110
Hénin Beaumont, France, and which subsidiary assumed certain
liabilities of Samsonite France, all pursuant to and in accordance
with the terms of that certain Partial Asset Contribution
Agreement, dated as of July 28, 2005, between Samsonite France
and Artois Plasturgie (as in effect and in existence on the date
hereof, the “ Partial Asset Contribution Agreement
”);
WHEREAS, Samsonite France, European
Borrower, Artois Plasturgie and HB Group, a limited liability
company organized under the laws of Luxembourg (the “
Purchaser ”) entered into that certain Transfer
Agreement for the Shares in Artois Plasturgie 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 Purchase Agreement ”),
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 which Samsonite France and European Borrower have
agreed to sell, and the Purchaser has 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
Products Manufacturing Agreement, dated as of August 31, 2005
(as in effect and in existence on the date hereof, the
