EIGHTH AMENDMENT
TO SECOND AMENDED AND RESTATED MULTICURRENCY
REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED MULTICURRENCY
REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "Amendment"), dated as of April
30, 2003, is entered into among SAMSONITE CORPORATION, a Delaware corporation
(the "COMPANY"), SAMSONITE EUROPE N.V., a corporation organized under the laws
of Belgium ("SAMSONITE EUROPE"), the Lenders who are signatories hereto, and
BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such
capacity, the "ADMINISTRATIVE AGENT"). Capitalized terms used but not defined in
this Amendment have the meaning given them in the Credit Agreement (defined
below).
BACKGROUND
A. The Company, Samsonite Europe, the Administrative Agent and the Lenders
are party to that certain Second Amended and Restated Multicurrency Revolving
Credit and Term Loan Agreement dated as of June 24, 1998 (as amended through the
date hereof and as may be further amended, restated or supplemented from time to
time, the "CREDIT AGREEMENT").
B. The Borrowers, the Multicurrency Lenders and the other Revolving Lenders
(which, collectively, constitute Majority Lenders), and the Administrative Agent
desire to make certain amendments to the Credit Agreement.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrowers,
Majority Lenders and the Administrative Agent covenant and agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT. A. The Credit Agreement is hereby
amended as follows:
(a) AMENDMENTS TO SECTION 1.1. SECTION 1.1 is amended by adding or
entirely amending the following defined terms:
FOREIGN TERM LOAN MATURITY DATE. June 24, 2004.
INTEREST PAYMENT DATE. (a) As to any Base Rate Loan (other than
Base Rate Loans that constitute all or a portion of the Domestic Term
Loan), the last day of each calendar month, including the calendar
month during which there occurs the Drawdown Date thereof; (b) as to
any Base Rate Loan that constitutes all or a portion of the Domestic
Term Loan, the last day of each calendar quarter, including the
calendar quarter during which there occurs the Drawdown Date
thereof; (c) as to any Eurodollar Rate Loan (other than any
Eurodollar Rate Loans that constitute all or a portion of the
Domestic Term Loan), Multicurrency Loan, or Multicurrency Swing
Line Loan, the last day of the applicable Interest Period, which
shall not in any case be longer than one month; and (d) as to any
Eurodollar
Rate Loans that constitute all or a portion of the Domestic Term
Loan in respect of which the Interest Period is (i) three months or
less, the last day of such Interest Period and (ii) more than three
months, the date that is three months from the first day of such
Interest Period and, in addition, the last day of such Interest
Period.
REVOLVING CREDIT LOAN MATURITY DATE. June 24, 2004.
REVOLVING MULTICURRENCY LOAN MATURITY DATE. June 24, 2004.
(b) AMENDMENT TO DEFINITION OF APPLICABLE MARGIN. SECTION 1.1 is
further amended by deleting the table set forth in the definition of
"Applicable Margin" and replacing it with the following:
From the date hereof through and including June 23, 2003:
EURODOLLAR
RATE LOANS DOCUMENTARY
(OTHER THAN LETTER OF
THE DOMESTIC CREDIT FEE
TERM LOAN), EURODOLLAR RATE AND
MULTICURRENCY RATE LOANS FOREIGN BASE RATE BASE RATE
LOANS, AND THAT ARE DOCUMENTARY LOANS LOANS THAT
MULTICURRENCY THE LETTER OF (OTHER THAN ARE THE
PRICING LEVERAGE SWING LINE DOMESTIC CREDIT FEE DOMESTIC DOMESTIC COMMITMENT
TIER RATIO LOANS TERM LOAN RATE TERM LOAN) TERM LOAN FEE RATE
------- -------- ------------- ---------- ------------ ----------- ---------- ----------
Tier 5 Greater 3.75% 4.25% 2.25% 2.75% 3.25% 0.625%
than or
equal to
6.50:1.00
Tier 4 Less than 3.50% 4.00% 2.00% 2.50% 3.00% 0.625%
6.50:1.00,
but
greater
than or
equal to
5.50:1.00
Tier 3 Less than 3.00% 3.50% 1.80% 2.00% 2.50% 0.500%
5.50:1.00,
but
greater
than or
equal to
4.50:1.00
Tier 2 Less than 2.50% 3.00% 1.50% 1.50% 2.00% 0.500%
4.50:1.00,
but
greater
than or
equal to
3.50:1.00
Tier 1 Less than 2.00% 2.50% 1.00% 1.00% 1.50% 0.500%
3.50:1.00
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From June 24, 2003 through and including December 31, 2003:
EURODOLLAR
RATE LOANS DOCUMENTARY
(OTHER THAN LETTER OF
THE DOMESTIC CREDIT FEE
TERM LOAN), EURODOLLAR RATE AND
MULTICURRENCY RATE LOANS FOREIGN BASE RATE BASE RATE
LOANS, AND THAT ARE DOCUMENTARY LOANS LOANS THAT
MULTICURRENCY THE LETTER OF (OTHER THAN ARE THE
PRICING LEVERAGE SWING LINE DOMESTIC CREDIT FEE DOMESTIC DOMESTIC COMMITMENT
TIER RATIO LOANS TERM LOAN RATE TERM LOAN) TERM LOAN FEE RATE
------- -------- ------------- ---------- ------------ ----------- ---------- ----------
Tier 5 Greater 4.25% 4.25% 2.25% 3.25% 3.25% 0.625%
than or
equal to
6.50:1.00
Tier 4 Less than 4.25% 4.00% 2.25% 3.25% 3.00% 0.625%
6.50:1.00,
but
greater
than or
equal to
5.50:1.00
Tier 3 Less than 4.25% 3.50% 2.25% 3.25% 2.50% 0.500%
5.50:1.00,
but
greater
than or
equal to
4.50:1.00
Tier 2 Less than 4.25% 3.00% 2.25% 3.25% 2.00% 0.500%
4.50:1.00,
but
greater
than or
equal to
3.50:1.00
Tier 1 Less than 4.25% 2.50% 2.25% 3.25% 1.50% 0.500%
3.50:1.00
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Commencing January 1, 2004 and continuing at all times thereafter:
EURODOLLAR
RATE LOANS DOCUMENTARY
(OTHER THAN LETTER OF
THE DOMESTIC CREDIT FEE
TERM LOAN), EURODOLLAR RATE AND
MULTICURRENCY RATE LOANS FOREIGN BASE RATE BASE RATE
LOANS, AND THAT ARE DOCUMENTARY LOANS LOANS THAT
MULTICURRENCY THE LETTER OF (OTHER THAN ARE THE
PRICING LEVERAGE SWING LINE DOMESTIC CREDIT FEE DOMESTIC DOMESTIC COMMITMENT
TIER RATIO LOANS TERM LOAN RATE TERM LOAN) TERM LOAN FEE RATE
------- -------- ------------- ---------- ------------ ----------- ---------- ----------
Tier 5 Greater 5.25% 4.25% 3.25% 4.25% 3.25% 0.625%
than or
equal to
6.50:1.00
Tier 4 Less than 5.25% 4.00% 3.25% 4.25% 3.00% 0.625%
6.50:1.00,
but
greater
than or
equal to
5.50:1.00
Tier 3 Less than 5.25% 3.50% 3.25% 4.25% 2.50% 0.500%
5.50:1.00,
but
greater
than or
equal to
4.50:1.00
Tier 2 Less than 5.25% 3.00% 3.25% 4.25% 2.00% 0.500%
4.50:1.00,
but
greater
than or
equal to
3.50:1.00
Tier 1 Less than 5.25% 2.50% 3.25% 4.25% 1.50% 0.500%
3.50:1.00
(c) AMENDMENT TO DEFINITION OF INTEREST PERIOD. SECTION 1.1 is further
amended by amending and restating the introductory paragraph of the
definition of "Interest Period" as follows:
INTEREST PERIOD. With respect to each Revolving Credit Loan, Swing
Line Loan, Revolving Multicurrency Loan, Multicurrency Swing Line
Loan or all or any relevant portion of either of the Term Loans,
(a) initially, the period commencing on the Drawdown Date of such
Loan and ending on the last day of one of the periods set forth
below, as selected by the applicable Borrower in a Loan Request:
(i) for any Base Rate Loan, the end of each day; (ii) for any
Multicurrency Swing Line Loan, one (1), seven (7) or fourteen (14)
days; (iii) for any Multicurrency Loan or a Eurodollar Rate Loan
(other than any Eurodollar
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Rate Loans that constitute all or a portion of the Domestic Term
Loan), one (1) month (PROVIDED that a Borrower may select an
Interest Period of between seven (7) days and one (1) month for a
Eurodollar Rate Loan (other than any Eurodollar Rate Loans that
constitute all or a portion of the Domestic Term Loan) or
Multicurrency Loan if the amount that is the subject of such
Interest Period is to be used to make a mandatory payment or
mandatory prepayment of the Foreign Term Loan that is payable in
thirty (30) days or less from the beginning of the Interest
Period); and (iv) for any Eurodollar Rate Loan that constitutes
all or a portion of the Domestic Term Loan, one (1), two (2),
three (3) or six (6) months (PROVIDED that a Borrower may select
an Interest Period of between seven (7) days and two (2) months
for a Eurodollar Rate Loan that constitutes all or a portion of
the Domestic Term Loan if the amount that is the subject of such
Interest Period is to be used to make a mandatory payment or
mandatory prepayment of the Domestic Term Loan that is payable
in sixty (60) days or less from the beginning of the Interest
Period); and (b) thereafter, each period commencing on the last
day of the next preceding Interest Period applicable to such
Revolving Credit Loan, Swing Line Loan, Revolving Multicurrency
Loan, Multicurrency Swing Line Loan or all or such portion of
either of the Term Loans and ending on the last day of one of
the periods set forth above, as selected by the applicable
Borrower in a Conversion Request; PROVIDED that all of the
foregoing provisions relating to Interest Periods are subject
to the following:
(d) ADDITION OF SECTION 2.4.4. A new SECTION 2.4.4 is added
immediately following SECTION 2.4.3., as follows:
2.4.4 ADDITIONAL REQUIRED REDUCTION OF TOTAL REVOLVING
COMMITMENT. Effective on and as of June 24, 2003, the Total Revolving
Commitment shall be automatically and permanently reduced by the Pro
Rata Reduction Percentage (as determined for the Total Revolving
Commitment) of the amount of $10,000,000, whereupon the Revolving
Commitments of the Lenders shall be reduced PRO RATA in accordance
with their respective Revolving Commitment Percentages of the
applicable amount of such required reduction.
(e) AMENDMENT TO SECTION 3.3.1. SECTION 3.3.1 is amended by amending
and restating CLAUSE (b) thereof in its entirety, as follows:
(b) Samsonite Europe promises to pay to the Foreign Agent for the
account of the applicable Multicurrency Lenders and the Fronting Bank
the principal amount of the Foreign Term Loan as follows: (i) a
payment in the amount of 7,800,000 "Euros" on December 31, 2003; and
(ii) all outstanding principal of the Foreign Term Loan, in full, on
the Foreign Term Loan Maturity Date.
5
(f) AMENDMENT TO INTEREST COVERAGE; SECTION 11.2.2. SECTION
11.2.2 is amended by deleting the table set forth therein and
replacing it with the following:
FISCAL QUARTER END DATE MINIMUM RATIO
April 30, 2003 1.50 to 1.00
July 31, 2003 and each fiscal quarter end date thereafter 1.75 to 1.00
(g) AMENDMENT TO MINIMUM EBITDA; SECTION 11.5. SECTION 11.5 is amended
by deleting the table set forth therein and replacing it with the
following:
FISCAL PERIOD MINIMUM AMOUNT
February 1, 2002 through April 30, 2003 $5,000,000
February 1, 2002 through July 31, 2002 $21,800,000
February 1, 2002 through October 31, 2002 $40,000,000
February 1, 2002 through January 31, 2003 $62,000,000
May 1, 2002 through April 30, 2003 $70,000,000
Additionally EBITDA determined on a consolidated, cumulative basis for the
four fiscal quarters then most recently ended shall be not less than
$80,000,000 calculated as of each fiscal quarter end date commencing July
31, 2003, and each fiscal quarter end date thereafter.
(h) AMENDMENT TO FIXED CHARGE COVERAGE RATIO; SECTION 11.6. SECTION
11.6 is amended by deleting the table set forth therein and replacing it
with the following:
FISCAL QUARTER END DATE MINIMUM RATIO
April 30, 2002 0.41 to 1.00
July 31, 2002 0.37 to 1.00
October 31, 2002 0.45 to 1.00
January 31, 2003 0.90 to 1.00
April 30, 2003 through October 31, 2003 1.00 to 1.00
January 31, 2004 and each fiscal quarter end date thereafter 0.85 to 1.00
B. The Credit Agreement is hereby further amended as follows:
(a) AMENDMENT TO FINANCIAL STATEMENTS. Section 9.4(a) is amended by
adding the following at the end thereof:
6
notwithstanding the foregoing, with respect to the fiscal year ending
January 31, 2003 only, the Company shall have 104 days to deliver the
foregoing;
(b) ADDITION OF SECTION 31. A new SECTION 31 is added immediately
following SECTION 30, as follows:
31. DISCLOSURE OF TAX TREATMENT AND TAX STRUCTURE.
Notwithstanding anything herein to the contrary, each Agent and
each Lender (and each employee, representative or other agent of any
Agent or any Lender) may disclose to any and all Persons, without
limitation of any kind, the "tax treatment" and "tax structure" (in
each case, within the meaning of Treasury Regulation Section 1.6011-4)
of the transactions contemplated hereby and all materials of any kind
(including opinions or other tax analyses) that are or have been
provided to such Agent or Lender relating to such tax treatment or tax
structure; provided that with respect to any document or similar item
that in either case contains information concerning the tax treatment
or tax structure of the transactions contemplated hereby as well as
other information, this sentence shall only apply to such portions of
the document or similar item that relate to the tax treatment or tax
structure of the transactions contemplated hereby.
2. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers and each of the
Guarantors represents and warrants to the Lenders that (a) it possesses all
requisite power and authority to execute, deliver and comply with the terms of
this Amendment, (b) this Amendment has been duly authorized and approved by all
requisite corporate, partnership or limited liability company action, as
applicable, by it, (c) no consent of any Person is required for its execution
and delivery of this Amendment that has not been obtained, (d) its execution and
delivery of this Amendment will not violate its organizational documents, (e)
the representations and warranties in each Loan Document to which it is a party
are true and correct in all material respects on and as of the date of this
Amendment as though made on the date of this Amendment (except to the extent
that such representations and warranties speak to a specific date), (f) it is in
full compliance with all covenants and agreements contained in each Loan
Document to which it is a party, and (g) no Default or Event of Default exists
as of the date of this Amendment.
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3. RELEASE.
(a) The Borrowers and each Guarantor hereby unconditionally and
irrevocably remises, acquits, and fully and forever releases and discharges
the Administrative Agent and the Lenders and all respective affiliates and
subsidiaries of the Administrative Agent and the Lenders, their respective
officers, servants, employees, agents, attorneys, financial advisors,
principals, directors and shareholders, and their respective heirs, legal
representatives, successors and assigns (collectively, the "RELEASED LENDER
PARTIES") from any and all claims, demands, causes of action, obligations,
remedies, suits, damages and liabilities (collectively, the "BORROWER
CLAIMS") of any nature whatsoever, whether now known, suspected or claimed,
whether arising under common law, in equity or under statute, which the
Borrowers or any Guarantor ever had or now has against the Released Lender
Parties which may have arisen at any time on or prior to the date of this
Amendment and which were in any manner related to any of the Loan Documents
or the enforcement or attempted enforcement by the Administrative Agent or
the Lenders of rights, remedies or recourses related thereto.
(b) Each Borrower and each Guarantor covenants and agrees never to
commence, voluntarily aid in any way, prosecute or cause to be commenced or
prosecuted against any of the Released Lender Parties any action or other
proceeding based upon any of the Borrower Claims which may have arisen at
any time on or prior to the date of this Amendment and were in any manner
related to any of the Loan Documents.
(c) The agreements of the Borrowers and the Guarantors set forth in
this SECTION 3 shall survive termination of this Amendment and the other
Loan Documents.
4. AMENDMENT FEE. The Company agrees to pay to Administrative Agent for the
benefit of each such Lender that executes and delivers this Amendment on or
before 2:00 p.m. Central time, April 30, 2003 (the "APPROVING LENDERS"), an
amendment fee (the "AMENDMENT FEE") in immediately available funds, which shall
be equal to 1.00% of the sum of (i) such Approving Lender's Foreign Term Loan
Commitment Percentage of the then outstanding principal amount (expressed as a
Dollar Equivalent amount) of the Foreign Term Loan, and (ii) the aggregate
amount of such Approving Lender's then applicable Commitments (after giving
effect to the reduction of the Commitments required by Section 2.4.4 of the
Credit Agreement as the same is contemplated to be amended by this Amendment),
earned and due and payable as of the date of this Amendment.
5. CONTINGENT FEES.
(a) If the Borrowers fail to cause a Qualified Refinancing Event to be
consummated on or before July 31, 2003, an additional amendment fee shall
be earned and due and payable to the Administrative Agent, for the benefit
of each Approving Lender, on July 31, 2003, which fee shall be equal to
0.50% of the sum of (i) such Approving Lender's Foreign Term Loan
Commitment Percentage of the then outstanding principal amount (expressed
as a Dollar Equivalent amount) of the Foreign Term Loan, and (ii) the
aggregate amount of such Approving Lender's then applicable Commitments.
8
(b) On the last day of each calendar month, commencing August 31, 2003
and continuing through and including December 31, 2003, if the Borrowers
have failed to cause a Qualified Refinancing Event to be consummated prior
to such date, an additional amendment fee shall be earned and due and
payable to the Administrative Agent, for the benefit of each Approving
Lender, on such last day of each such calendar month, which fee shall be
equal to 0.25% per month of the sum of (i) such Approving Lender's Foreign
Term Loan Commitment Percentage of the then outstanding principal amount
(expressed as a Dollar Equivalent amount) of the Foreign Term Loan, and
(ii) the aggregate amount of such Approving Lender's then applicable
Commitments.
(c) On the last day of each calendar month, commencing January 31,
2004, if the Borrowers have failed to cause a Qualified Refinancing Event
to be consummated prior to such date, an additional amendment fee shall be
earned and due and payable to the Administrative Agent, for the benefit of
each Approving Lender, on such last day of each such calendar month, which
fee shall be equal to 0.50% per month of the sum of (i) such Approving
Lender's Foreign Term Loan Commitment Percentage of the then outstanding
principal amount (expressed as a Dollar Equivalent amount) of the Foreign
Term Loan, and (ii) the aggregate amount of such Approving Lender's then
applicable Commitments.
6. CONDITIONS OF EFFECTIVENESS. This Amendment (other than SECTION 1.A)
shall be effective upon satisfaction of the condition precedent set forth in
CLAUSE (a), CLAUSE (d) and CLAUSE (e) of this SECTION 6. SECTION 1.A of this
Amendment shall be effective only after each of the following conditions
precedent shall have been satisfied and only if all of the following conditions
precedent are satisfied on or prior to June 24, 2003:
(a) the Administrative Agent shall have received counterparts of this
Amendment executed by the Majority Lenders, all of the Multicurrency
Lenders, all of the other Revolving Lenders, the Borrowers and the
Guarantors;
(b) the representations and warranties set forth in SECTION 2 of this
Amendment shall be true and correct in all material respects;
(c) the Company shall have paid all reasonable out-of-pocket fees and
expenses of the Administrative Agent in connection with the Loan Documents,
including its reasonable out-of-pocket legal and other professional fees
and expenses by the Administrative Agent, including, without limitation,
such fees and expenses of Xxxxxxxx Xxxxxxxx & Xxxxxx P.C.;
(d) the Company shall have paid the Amendment Fee when due;
(e) the Company shall have paid to the Administrative Agent for its
own account, certain fees set forth in the letter agreement between the
Company and the Administrative Agent relating hereto (the "AMENDMENT FEE
LETTER") in the amounts set forth in the Amendment Fee Letter, and the
Amendment Fee Letter shall have been duly executed and delivered by the
Company and the Administrative Agent and shall be in full force and effect;
9
(f) the Company shall have delivered to the Administrative Agent (i) a
fully executed copy of the definitive documentation regarding a proposed
recapitalization plan, in form and substance satisfactory to the Majority
Lenders, which requires as a condition to its effectiveness that all Loans
have been repaid in full and all Commitments terminated, and (ii) evidence
satisfactory to the Majority Lenders that the Company has obtained a
binding commitment from General Electric Capital Corporation to provide
financing to the Company, the consummation of which, when combined with the
consummation of the aforementioned proposed recapitalization plan, will
cause a Qualified Refinancing Event to occur;
(g) the Company shall have delivered to the Administrative Agent
evidence satisfactory to the Administrative Agent that the Company has
resolved all outstanding matters between the Company and PBGC to the
satisfaction of General Electric Capital Corporation and the other parties
to the proposed recapitalization plan referenced in (f) above; and
(h) the Administrative Agent shall receive, in form and substance
reasonably satisfactory to the Administrative Agent and its counsel, such
other documents, certificates and instruments as the Administrative Agent
shall reasonably require.
7. LOAN DOCUMENT: REFERENCE TO CREDIT AGREEMENT. This Amendment is a Loan
Document. Upon the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement," "hereunder," or words of like import shall mean
and be a reference to the Credit Agreement, as affected and amended by this
Amendment.
8. COUNTERPARTS; EXECUTION VIA FACSIMILE. This Amendment may be executed in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Amendment may
be validly executed and delivered by facsimile or other electronic transmission.
9. GOVERNING LAW: BINDING EFFECT. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK,
APPLICABLE TO TRANSACTIONS TO BE PERFORMED WHOLLY WITHIN SUCH STATE (WITHOUT
REFERENCE TO CONFLICT OF LAWS) AND SHALL BE BINDING UPON THE BORROWERS, THE
ADMINISTRATIVE AGENT, EACH LENDER AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
10. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
11. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
10
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.
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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/ XXXXXXX X.XXXXX
------------------------------------
NAME: XXXXXXX X. XXXXX
----------------------------------
TITLE: CHIEF FINANCIAL OFFICER,
SECRETARY & TREASURER
---------------------------------
SAMSONITE EUROPE: SAMSONITE EUROPE N.V.
BY: /s/ XXX XXX XXXXX
------------------------------------
NAME: XXX XXX XXXXX
----------------------------------
TITLE: MANAGING DIRECTOR
---------------------------------
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED
MULTICURRENCY REVOLVING
CREDIT AND TERM LOAN AGREEMENT
SIGNATURE PAGES FOR OBLIGORS AND OTHER SPECIFIED PERSONS SIGNATORY HERETO
Each of the undersigned Obligors and other Applicable Entities specified
below hereby consents and agrees to all of the provisions of the foregoing
Amendment:
SAMSONITE COMPANY STORES, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
----------------------------------
Title: Secretary and Treasurer
---------------------------------
XXXXXXXX II, LLC
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
----------------------------------
Title: President
---------------------------------
C.V. HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
----------------------------------
Title: Secretary and Treasurer
---------------------------------
SC INTERNATIONAL HOLDINGS C.V.
by C.V. Holders, Inc., General Partner
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
----------------------------------
Title: Secretary and Treasurer
---------------------------------
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED
MULTICURRENCY REVOLVING
CREDIT AND TERM LOAN AGREEMENT
Signature Pages for Obligors and Other
Specified Persons Signatory
Hereto (cont.)
SC DENMARK ApS
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
----------------------------------
Title: Secretary and Treasurer
---------------------------------
By: /s/ Xxx Xxx Xxxxx
------------------------------------
Name: Xxx Xxx Xxxxx
----------------------------------
Title: Manager
---------------------------------
SAMSONITE CANADA INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
----------------------------------
Title: President
---------------------------------
SAMSONITE LATINOAMERICA, S.A. DE C.V.
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
----------------------------------
Title: Director General
---------------------------------
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED
MULTICURRENCY REVOLVING
CREDIT AND TERM LOAN AGREEMENT
SIGNATURE PAGES FOR LENDERS
The undersigned hereby consents and agrees to all of the provisions of
the foregoing Amendment:
BANK OF AMERICA, N.A., as a Lender
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Xxxxxxx Xxxxxxxx
Managing Director
BANK OF AMERICA, N.A., as
Administrative Agent
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Xxxxxxx Xxxxxxxx
Managing Director
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED
MULTICURRENCY REVOLVING
CREDIT AND TERM LOAN AGREEMENT
SIGNATURE PAGES FOR LENDERS
The undersigned hereby consents and agrees to all of the provisions of
the foregoing Amendment:
FLEET NATIONAL BANK
By: /s/ Xxxx X. Xxx Xxxxx
------------------------------------
Name: Xxxx X. Xxx Xxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED
MULTICURRENCY REVOLVING
CREDIT AND TERM LOAN AGREEMENT
SIGNATURE PAGES FOR LENDERS
The undersigned hereby consents and agrees to all of the provisions of
the foregoing Amendment:
FORTIS (USA) FINANCE LLC
By: /s/ Xxxxx Xxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
----------------------------------
Title: Executive Vice President
---------------------------------
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED
MULTICURRENCY REVOLVING
CREDIT AND TERM LOAN AGREEMENT
SIGNATURE PAGES FOR LENDERS
The undersigned hereby consents and agrees to all of the provisions of
the foregoing Amendment:
FOOTHILL INCOME TRUST II, L.P.
By: FIT II GP, LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: Managing Partner
---------------------------------
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED
MULTICURRENCY REVOLVING
CREDIT AND TERM LOAN AGREEMENT
SIGNATURE PAGES FOR LENDERS
The undersigned hereby consents and agrees to all of the provisions of
the foregoing Amendment:
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
----------------------------------
Title: Senior Risk Manager
---------------------------------
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED MULTICURRENCY REVOLVING
CREDIT AND TERM LOAN AGREEMENT
SIGNATURE PAGES FOR LENDERS
The undersigned hereby consents and agrees to all of the provisions of
the foregoing Amendment:
XXXXX FARGO BANK WEST, NATIONAL
ASSOCIATION
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
----------------------------------
Title: Vice President/Authorized Agent
---------------------------------
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED MULTICURRENCY REVOLVING
CREDIT AND TERM LOAN AGREEMENT
SIGNATURE PAGES FOR LENDERS
The undersigned hereby consents and agrees to all of the provisions of
the foregoing Amendment:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
----------------------------------
Title: Vice President
---------------------------------
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED MULTICURRENCY REVOLVING
CREDIT AND TERM LOAN AGREEMENT
SIGNATURE PAGES FOR LENDERS
The undersigned hereby consents and agrees to all of the provisions of
the foregoing Amendment:
SUNAMERICA SENIOR FLOATING RATE FUND
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
----------------------------------
Title: Partner
---------------------------------
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED MULTICURRENCY REVOLVING
CREDIT AND TERM LOAN AGREEMENT
