Exhibit 10.12
-------------
FIRST AMENDMENT TO WARRANT AGREEMENT AMENDMENT, dated as of August 17, 1998
(this "Amendment"), to the Warrant Agreement dated as of June 24, 1998 (the
"Warrant Agreement"), by and between Samsonite Corporation, a Delaware
corporation (the "Company") and BankBoston, N.A., a national banking association
(the "Warrant Agent").
WHEREAS, the Company and the Warrant Agent have entered into the Warrant
Agreement, providing for, among other things, the issuance of the Warrants; and
WHEREAS, the Company and the Warrant Agent wish to amend certain provisions of
the Warrant Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements, representations and
warranties contained herein and in the Warrant Agreement the parties hereto,
intending to be legally bound hereby, agree that the Warrant Agreement shall be
amended as follows:
Section 7 of the Warrant Agreement is hereby amended by adding to the end of
such Section the following:
"Notwithstanding anything to the contrary contained herein, if at any time CIBC
Xxxxxxxxxxx Corp. or any of its Affiliates (collectively, "CIBC") notifies the
Company of its election to exercise Warrants which, together with all other
Warrants previously exercised by CIBC, would cause CIBC to hold Warrant Shares
exceeding five percent of the voting shares (as defined in the Bank Holding
Company Act of 1956, as amended, and the related published rules and regulations
of the Federal Reserve Board promulgated thereunder (the "BHCA")) (or such
different applicable percentage of voting shares under Section 4 of the BHCA as
may be in effect at the time of such exercise) of the Company, the Company shall
not permit the exercise of any such Warrants held by CIBC unless the Company
shall have received an opinion of counsel reasonably satisfactory to the Company
to the effect that such issuance to CIBC of such additional Warrant Shares would
not constitute a violation of the voting share ownership limitations contained
in Section 4 of the BHCA. It is hereby expressly agreed to that in giving such
opinion, such counsel may among other things rely as to matters of fact upon one
or more certificates of officers of the Company and/or CIBC and may include in
such opinion customary qualifications and limitations."
Capitalized terms not otherwise defined herein have the meanings assigned to
such terms in the Warrant Agreement.
Except as herein specifically amended or supplemented, the Warrant Agreement
shall continue in full force and effect in accordance with its terms.
This Amendment may be executed and delivered in one or more counterparts, all of
which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other xxxxxxx.XX WITNESS THEREOF, the
Company and the Warrant Agent have duly executed this Amendment as of the date
first written above.
SAMSONITE CORPORATION
By: /s/ D. Xxxxxxx Xxxxxxx
-----------------------------
Name: D. Xxxxxxx Xxxxxxx
Title: Vice President - Legal
BANKBOSTON, N.A., as Warrant Agent
By: /s/ Xxxxx Xxxxxx - Xxxx
-----------------------------
Name: Xxxxx Xxxxxx - Xxxx
Title: Administration Manager
The undersigned hereby consents to the foregoing Amendment as of the date
thereof.
CIBC XXXXXXXXXXX CORP.
By: /s/ Xxxx Xxxxxx
-----------------------------
Name: Xxxx Xxxxxx
Title: Managing Director
High Yield Division
