EX-10.2.5Indemnity Agreement

The present indemnity agreement (the “ Indemnity Agreement ”) is dated 31 August 2005,

BETWEEN:

1.                SAMSONITE , a company with limited liability, with a share capital of EUR 720,000, with registered office at 27, rue de la Rochefoucauld, 75009 Paris, registered with the commercial register of Paris under number 652 024 159 RCS Paris, represented by Mr Marc Matton, in his capacity of chairman,

2.                SAMSONITE EUROPE NV, a company incorporated under Belgian law, with a share capital of EUR 3,665,105.76, with registered office at Westerring 17, 9700 Oudenaarde (Belgium), registered with the commercial register of Oudenaarde under number 16.079, represented by Mr Marc Matton, duly authorised by a meeting of the board of directors on 18 July 2005,

(Hereafter together the “Joint Creditors” ),

AND:

3.                ARTOIS PLASTURGIE, a company with limited liability ( société par actions simplifiée ), with a share capital of EUR 37,000, with registered office at 128, Boulevard Haussmann, 75008 Paris, registered with the commercial register of Paris under number 483 173 308 RCS Paris, duly represented by Mr Jean-Jacques Aurel, in his capacity of chairman,

(Hereafter the “ Obliger” ),

In presence of:

4.                HB Group , a limited liability company incorporated under Luxembourg law, with a share capital of EUR 31,000, with registered office at rue de l’Industrie, L – 3895 FOETZ (Luxembourg), and registered with the commercial register of Luxembourg under number B109972, represented by Mr Jean -Jacques Aurel, in his capacity of director, duly authorised in this respect pursuant to a decision of the meeting of the board of directors of the company of 31 August 2005,

The Joint Creditors, the Obligor and HB Group are hereinafter collectively referred to as the “Parties” .

WHEREAS:

1.                                      Samsonite is the owner of and operates on the Site a business consisting of the fabrication and manufacture of luggage and plastic products under the name « SIC ».

2.                                       As a result of economic difficulties in the fabrication and manufacture of luggage industry, and so as to avoid a hold of the Activities and the closure of the Site, Samsonite has expressed its intention to sell and has had various discussions with potential purchasers to take over the Site.

3.                                       HB Group made a take-over offer on 31 May 2005, for the business as described herein, all moveable tangible assets attached to the business and to the Activities, the real property on which the business is operated, as well as the rights that can lead to the ownership of the afore-mentioned assets, and more generally all assets and rights attached to the Activities with the exception of intellectual or industrial property rights and goods incorporating such rights, including trademarks, patents, designs and models, as well as the moulds used by or the property of Samsonite, Samsonite Europe NV, the companies or entities of the Samsonite Group or Third Parties.

4.                                       Samsonite accepted this offer on 1 June 2005.

5.                                       The labour unions of Samsonite ( Central Committee of the Enterprise and Establishment Committee of the Site ), who were advised of the envisaged Take-Over by HB Group rendered their advice on the envisaged Take-Over by HB Group on 10 June 2005 and 4 July 2005, respectively.

6.                                       The Parties have agreed in the Agreement (as defined hereafter) to set out the terms and conditions of their respective obligations and agreements in view of the Take-Over of the Site and to conclude this Indemnity Agreement,

7.                                       This Indemnity Agreement constitutes a condition precedent for the completion of the Take-Over of the Site and a decisive condition for the consent and commitments of the Joint Creditors.

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Article 1 :                           DEFINITIONS AND INTERPRETATION

1.1                      Definitions

Capitalized terms will have the same meaning given to them in the Agreement (as defined hereafter), or as defined in this Indemnity Agreement.

1.2                      Interpretation

In this In