EXHIBIT 10.1
--------------------------------------------------------------------------------
THIRD AMENDMENT
TO AMENDED AND RESTATED
MULTICURRENCY REVOLVING CREDIT AGREEMENT
--------------------------------------------------------------------------------
Third Amendment, dated as of June 11, 1998, to Amended and Restated
Multicurrency Revolving Credit Agreement (this "Amendment"), by and among (a)
SAMSONITE CORPORATION, a Delaware corporation (the "Company"), (b) SAMSONITE
EUROPE N.V., a corporation organized under the laws of Belgium ("Samsonite
Europe") and (c) BANKBOSTON, N.A., GENERALE BANK N.V., CREDIT LYONNAIS NEW YORK
BRANCH and the other lending institutions listed on Schedule 1 to the Credit
-------- -
Agreement (as hereinafter defined) (collectively, the "Lenders"), amending
certain provisions of the Amended and Restated Multicurrency Revolving Credit
Agreement dated as of June 12, 1997, as amended by the First Amendment dated as
of August 26, 1997 and the Second Amendment dated as of February 27, 1998 (as
the same may be further amended, modified, supplemented, and in effect from time
to time, the "Credit Agreement") by and among the Company, Samsonite Europe, the
Lenders, BANKBOSTON, N.A. as administrative agent for the Agents (as hereinafter
defined) and the Lenders (the "Administrative Agent"), GENERALE BANK N.V. as
documentation agent for the Agents and the Lenders (the "Documentation Agent"),
CREDIT LYONNAIS NEW YORK BRANCH, as syndication agent for the Agents and the
Lenders (the "Syndication Agent"), BANKBOSTON, N.A. as competitive bid agent for
the Agents and the Lenders (the "Competitive Bid Agent"), GENERALE BANK N.V. as
foreign agent for the Agents and the Lenders (the "Foreign Agent") and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, BANQUE NATIONALE DE PARIS and
KREDIETBANK N.V. as co-agents (the "Co-Agents", and, collectively with the
Administrative Agent, the Documentation Agent, the Syndication Agent, the
Competitive Bid Agent and the Foreign Agent, the "Agents"), and GENERALE BANK
N.V. as fronting bank for the Lenders (the "Fronting Bank"). Terms not otherwise
defined herein which are defined in the Credit Agreement shall have the same
respective meanings herein as therein.
WHEREAS, the Borrowers and the Lenders have agreed to modify certain
terms and conditions of the Credit Agreement as specifically set forth in this
Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
(S)1. Amendments to the Credit Agreement. Subject to the satisfaction of
----------------------------------
the applicable conditions precedent set forth in (S)2 hereof, the definition of
Revolving Credit B Loan Maturity Date contained in Section 1.1 of the Credit
Agreement is hereby amended by
-2-
deleting the date "June 11, 1998" and inserting in its place the date "June 10,
1999" immediately before the period at the end of such definition.
(S)2. Conditions to Effectiveness. This Amendment shall become effective on
---------------------------
and as of June 11, 1998, subject to the receipt on such date by the
Administrative Agent of one or more counterparts of this Amendment, duly
executed by the Company, Samsonite Europe, and each of the Lenders (such date
being hereinafter referred to as the "Amendment Date").
(S)3. Representations and Warranties. Each of the Company and Samsonite
------------------------------
Europe hereby repeats, on and as of the date of the execution and delivery
hereof and the Amendment Date, each of the representations and warranties made
by it in (S)8 of the Credit Agreement (except to the extent of changes resulting
from matters contemplated or permitted by the Credit Agreement and the other
Loan Documents, changes occurring in the ordinary course of business that singly
or in the aggregate are not materially adverse, and to the extent that such
representations and warranties relate expressly to an earlier date), provided,
that all references therein to the Credit Agreement shall refer to such Credit
Agreement as amended hereby. In addition, each of the Company and Samsonite
Europe hereby represents and warrants that the execution and delivery by the
Company and Samsonite Europe of this Amendment and the performance by each of
the Company and Samsonite Europe of all of its respective agreements and
obligations under this Amendment and the Credit Agreement as amended hereby are
within the corporate power and authority of the Company and Samsonite Europe, as
the case may be, and have been duly authorized by all necessary corporate action
on the part of the Company and Samsonite Europe, and each further represents and
warrants that the execution and delivery by each of the Company and Samsonite
Europe, as the case may be, of this Amendment and the performance by the Company
and Samsonite Europe, as the case may be, of the transactions contemplated
hereby will not contravene any term or condition set forth in any agreement or
instrument to which the Company or Samsonite Europe is a party or by which the
Company or Samsonite Europe is bound, including, in the case of the Company, but
not limited to, the Subordinated Indenture.
(S)4. Ratification, Etc. Except as expressly amended hereby, the Credit
------------ ---
Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement and this Amendment shall be read and construed as a single
agreement. This Amendment shall constitute one of the Loan Documents, and the
obligations of the Borrowers under this Amendment shall constitute Obligations
for all purposes of the Loan Documents. All references in the Credit Agreement,
the Loan Documents or any related agreement or instrument to the Credit
Agreement shall hereafter refer to the Credit Agreement as amended hereby.
(S)5. No Waiver. Nothing contained herein shall constitute a waiver of,
---------
impair or
-3-
otherwise adversely affect any Obligations, any other obligation of the Company
or Samsonite Europe or any rights of the Agents or the Lenders consequent
thereon.
(S)6. Counterparts. This Amendment may be executed in one or more
------------
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.
(S)7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
-------------
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO
CONFLICT OF LAWS).
-4-
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
under seal by their respective officers thereunto duly authorized.
[Signature Pages Follow]
-5-
Signature Pages for Borrowers
-----------------------------
Each of the undersigned Borrowers hereby consents and agrees to all of the
provisions of the foregoing Amendment:
The Company: SAMSONITE CORPORATION
--- -------
By: /s/ Xxxx Xxxxx.............................
Name: Xxxx Xxxxx.............................
Title: Chief Financial Officer................
Samsonite Europe: SAMSONITE EUROPE N.V.
----------------
By: /s/ Xxx Xxx Xxxxx..........................
Name: Xxx Xxx Xxxxx..........................
Title: Director...............................
By: /s/ Xxxxxxxxx Xxxxxxx
Name: Xxxxxxxxx Xxxxxxx
Title: Managing Director
-6-
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
BANKBOSTON, N.A.
By: /s/ Xxxxxxx X. Xxxx, Xx...................
Name: Xxxxxxx X. Xxxx, Xx...................
Title: Managing Director.....................
-7-
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
GENERALE BANK N.V.
By: /s/ Xxxxx Xxxxxxxx.........................
Name: Xxxxx Xxxxxxxx.........................
Title: SVP....................................
By: /s/ Xxxx Cardoen
Name: Xxxx Cardoen
Title: SVP
By:............................................
Name:..........................................
Title:.........................................
-8-
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ Xxxxxx Xxxxxxxxx.......................
Name: Xxxxxx Xxxxxxxxx.......................
Title: Senior Vice President..................
-9-
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS
ASSOCIATION
By: /s/ Xxxxxxxxx X. Xxxxx...................
Name: Xxxxxxxxx X. Xxxxx...................
Title: Managing Director....................
-10-
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
THE BANK OF NEW YORK
By: /s/ Xxxxxx Xxxx.............................
Name: Xxxxxx Xxxx.............................
Title: Vice President..........................
-11-
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
NORWEST BANK COLORADO,
NATIONAL ASSOCIATION
By: /s/ Xxxxxxx Xxxxxxx............................
Name: Xxxxxxx Xxxxxxx............................
Title: Vice President.............................
-12-
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
BANQUE NATIONALE DE PARIS
By: /s/ Xxxxx Xxxxxxx..............................
Name: Xxxxx Xxxxxxx..............................
Title: Senior Vice President & Manager............
By: /s/ Xxxx Xxxxxxxx..............................
Name: Xxxx Xxxxxxxx..............................
Title: Vice President.............................
-13-
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ Xxx Xxxxxxxxxxx............................
Name: Xxx Xxxxxxxxxxx............................
Title: Assistant Vice President...................
By: /s/ Xxxxxxx Xxxxxx.............................
Name: Xxxxxxx Xxxxxx.............................
Title: Assistant Vice President...................
-14-
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
KREDIETBANK N.V.
By: /s/ Xxxxxx Xxxxxxxx.........................
Name: Xxxxxx Xxxxxxxx.........................
Title: Vice President..........................
By: /s/ Xxxxxxx X. Xxxxxx.......................
Name: Xxxxxxx X. Xxxxxx.......................
Title: Vice President..........................
-15-
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
ISTITUTO BANCARIO SAN PAOLO DI
TORINO SpA
By:............................................
Name:..........................................
Title:.........................................
By:............................................
Name:..........................................
Title:.........................................
-16-
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
SOCIETE GENERALE, SOUTHWEST
AGENCY
By: /s/ Xxxxxxx X. Xxxxxx........................
Name: Xxxxxxx X. Xxxxxx........................
Title: Vice President...........................
-17-
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxx Xxxxxxxx.............................
Name: Xxxxx Xxxxxxxx.............................
Title: Vice President.............................
