Exhibit 10.5
Apollo Investment Fund, L.P.
0 Xxxxxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
July 13, 1999
CONFIDENTIAL
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Artemis America Partnership
c/o RL&F Service Corporation
Xxxxxx Square
X.X. Xxx 000
Xxxxxxxxxx, XX 00000
Dear Sirs:
We refer to our letter agreement with you dated April 5, 1999 relating to
Samsonite Corporation (the "April Letter Agreement"). (Capitalized terms not
defined in this letter have the meanings given to them in the April Letter
Agreement.)
Background
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We made the Bridge Investment contemplated by the April Letter Agreement at
a cash purchase price of $25,410,000. We also entered into the Backstop
Arrangement, which was originally subject to a maximum purchase commitment by us
in the Rights Offering of $12,090,000. Pursuant to the Stockholders Agreement
among us, you and Samsonite that is being entered into simultaneously with this
letter agreement, we have agreed with Samsonite to increase the maximum amount
covered by the Backstop Arrangement to $24,590,000.
Our Agreements with Your
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This will confirm that we have agreed as follows:
1. You agree to purchase from us 50% of the shares comprising the Bridge
Investment at a purchase price of $12,705,000. You will effect cash settlement
against delivery of the shares as of July 27, 1999 or such other date as we may
mutually agree. The Bridge Investment shares that you purchase will be subject
to the same restrictions and will be entitled to the same rights as those
retained by us. Any future adjustment to the purchase price of the Bridge
Investment shares in connection with the completion of the Rights offering will
apply equally to the shares purchased by you and those retained by us.
2. You agree to purchase 50% of any shares required to be purchased by us
pursuant to the Backstop Arrangement, at the same price and on the same terms as
those governing our purchase of such shares.
3. You understand that the shares to be purchased by you pursuant to this
letter agreement are subject to legal restrictions on transferability under
United States federal securities laws and are also subject to contractual
restrictions relating to voting and transfer.
4. For the avoidance of doubt, you acknowledge that the purchase
commitments reflected above supersede the 50% purchase options granted to you in
the April Letter Agreement.
5. Notwithstanding anything to the contrary in the Stockholders Agreement
referred to above (or any actions taken in accordance with that Agreement) or
the Investment Management Agreement dated as of June 29, 1990 originally between
Lion Advisors, L.P., as manager ("Lion"), and Altus Finance to which you
subsequently became a party and as most recently amended as of April 30, 1999
(the "Management Agreement"), 1,778,523 shares of Common Stock of Samsonite
currently held for your account pursuant to the Management Agreement shall
remain subject to the incentive fee provisions contained in the Management
Agreement (which shall remain in effect with respect to such shares except for
the transfer of voting rights pursuant to the Stockholders Agreement.)
Kindly confirm that this letter accurately sets forth our understanding
regarding your agreement to purchase Samsonite shares from us by signing and
returning a copy of this letter to us at your earliest convenience.
Very truly yours,
Apollo Investment Fund, L.P.
By: Apollo Advisors, L.P.
Managing Partner
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Confirmed
Artemis America partnership
By: /s/ Xxxxxxxx Xxxxx
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General Secretary
cc: Xxxxxxx Xxxxx
