EXHIBIT 10.1
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FIRST AMENDMENT
TO AMENDED AND RESTATED MULTICURRENCY REVOLVING CREDIT AGREEMENT
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First Amendment dated as of August 26, 1997 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. (formerly known as The First National Bank of
Boston), GENERALE BANK N.V., CREDIT LYONNAIS NEW YORK BRANCH and the other
lending institutions listed on Schedule 1 to the Credit Agreement (as
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hereinafter defined) (collectively, the "Lenders"), amending certain provisions
of the Amended and Restated Multicurrency Revolving Credit Agreement dated as of
June 12, 1997 (as the same may be 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 Company 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
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applicable conditions precedent set forth in (S)2 hereof, the Credit Agreement
is hereby amended as follows:
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(S)1.1 DEFINITIONS. The definition of "Open Market Purchases" is
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hereby amended by (a) deleting the amount "$50,000,000" which appears in
such definition and substituting in place thereof the amount "$65,000,000";
and (b) deleting the percentage "113%" which appears in such definition and
substituting in place thereof the percentage "118%".
(S)1.2 EURODOLLAR RATE LOANS. Section 2.8.3 of the Credit Agreement
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is hereby amended by deleting the words "more than four (4) Eurodollar Rate
Loans" which appear in the second sentence of (S)2.8.3 and substituting in
place thereof the words "more than ten (10) Eurodollar Rate Loans".
(S)1.3 RESTRICTIONS ON INVESTMENTS. Section 10.3 of the Credit
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Agreement is hereby amended by (a) deleting the word "and" which appears at
the end of the text of (S)10.3(w); (b) inserting the word "and" immediately
after the text and the semicolon in (S)10.3(x) and (c) inserting
immediately after the end of the text of (S)10.3(x) the following:
(y) by the Company in any Person that is not a
Subsidiary and which is in a Related Business, which do not exceed,
in the aggregate, after the date hereof over the term of this Credit
Agreement on a cumulative basis $8,000,000, provided, (i) such
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Investment is made by the Company to either (1) purchase capital
stock of such Person or (2) make a loan to such Person and (ii) the
Company and such Person have made arrangements satisfactory to the
Company which limits the use of the proceeds of such Investments by
such Person for purposes satisfactory to the Company.
(S)1.4 EVENTS OF DEFAULT. Section 14.1(j) of the Credit Agreement is
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hereby amended by inserting immediately following the words "or the
Subordinated Debt shall be (or shall be required at such time to be)
prepaid, redeemed or repurchased in whole or in part" (before the semi-
colon) the words ", except as otherwise expressly permitted pursuant to
(S)10.8 hereof".
(S)2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective
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upon the date of receipt by the Administrative Agent of one or more counterparts
of this Amendment, duly executed by the Company, Samsonite Europe and the
Majority Lenders (such date being hereinafter referred to as the "Amendment
Date").
(S)3. REPRESENTATIONS AND WARRANTIES. Each of the Company and Samsonite
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Europe hereby repeats, on and as of the date 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
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therein to the Credit Agreement shall refer to such Credit Agreement as amended
hereby. In addition, each of the Company and Samsonite
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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
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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,
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impair or 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
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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
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ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO
CONFLICT OF LAWS).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment under
seal by their respective officers thereunto duly authorized.
[Signature Pages Follow]
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Signature Pages for Borrowers
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Each of the undersigned Borrowers hereby consents and agrees to all of the
provisions of the foregoing Amendment:
The Company: SAMSONITE CORPORATION
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By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: CFO
Samsonite Europe: SAMSONITE EUROPE N.V.
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By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Director
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
BANKBOSTON, N.A.
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Vice President
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
GENERALE BANK N.V.
By: /s/ X. Xxxxxxxx
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Name: X. Xxxxxxxx
Title: Senior Vice President
By: /s/ S. Del Xxxxxxx
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Name: S. Del Xxxxxxx
Title: Senior Vice president
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ Xxxxx X. Leader
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Name: Xxxxx X. Leader
Title: Vice president
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
THE BANK OF NEW YORK
By: /s/ Xxxxxx Lak
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Name: Xxxxxx Lak
Title: Vice President
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
NORWEST BANK COLORADO,
NATIONAL ASSOCIATION
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
BANQUE NATIONALE DE PARIS
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Senior Vice President & Manager
By: /s/ Xxxxxx Xxx
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Name: Xxxxxx Xxx
Title: Assistant Vice President
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ Xxx Xxxxxxxxxx
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Name: Xxx Xxxxxxxxxx
Title: Assistant Vice President
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Assistant Vice President
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
KREDIETBANK N.V.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Vice President
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
ISTITUTO BANCARIO SAN PAOLO DI
TORINO SPA
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Deputy General Manager
By: /s/ K. Xxxxxxx Xxxxx
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Name: K. Xxxxxxx Xxxxx
Title: Vice President
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing Amendment:
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Vice President
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