Exhibit 10.3
SECOND AMENDMENT
TO AMENDED AND RESTATED
MULTICURRENCY REVOLVING CREDIT AGREEMENT
Second Amendment dated as of February 27, 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. (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 amended by the First Amendment dated as of August 26, 1997 (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 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
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satisfaction of the applicable conditions precedent set forth in (S)2 hereof,
Section 10.8 of the Credit Agreement is hereby amended by adding the following
new text thereto at the end of Section 10.8:
"In addition, the Company shall be permitted (to the extent the same is
not in violation of the Subordinated Indenture) to offer to purchase (and
to purchase) any and all Subordinated Notes outstanding from the holders
thereof, provided that (a) no Default or Event of Default has occurred and
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is continuing and none would exist after giving effect thereto, (b) the
aggregate principal amount of Subordinated Notes to be so purchased does
not exceed $53,000,000, (c) the total consideration to be paid for each
such Subordinated Note does not exceed 120% of the par value thereof
(excluding accrued interest on the Subordinated Notes and all fees,
expenses and commissions payable in connection with such offer to purchase
(or purchase) including, without limitation, investment banking fees,
printer fees, advisory fees, and legal fees and expenses), and (d) the
Subordinated Notes so purchased in each case are promptly cancelled by the
Company."
(S)2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
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effective 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 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
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CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO CONFLICT OF LAWS).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment under seal
by their respective officers thereunto duly authorized.
[Signature Pages Follow]
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇......................
Name:▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇........................
Title:Vice President-Finance & Acting CFO....
Samsonite Europe: SAMSONITE EUROPE N.V.
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By:/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.....................
Name:▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.......................
Title:Managing Director......................
Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
BANKBOSTON, N.A.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇.......................
Name:▇▇▇▇▇ ▇. ▇▇▇▇▇.........................
Title:Director..............................
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/ ▇. ▇▇▇▇▇▇▇▇..........................
Name:▇. ▇▇▇▇▇▇▇▇
Title:SVP...................................
By:/s/ ▇. ▇▇▇▇▇▇▇............................
Name:▇. ▇▇▇▇▇▇▇..............................
Title:GM.....................................
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/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇......................
Name:▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇........................
Title:Senior Vice President..................
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/ ▇▇▇▇▇ Leader..........................
Name:▇▇▇▇▇ ▇. Leader.........................
Title:Vice President.........................
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/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇.......................
Name:▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇......................
Title:Vice President........................
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/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇......................
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇........................
Title:Vice President........................
Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
BANQUE NATIONALE DE PARIS
By:..........................................
Name:........................................
Title:.......................................
By:..........................................
Name:........................................
Title:.......................................
Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
BHF-BANK AKTIENGESELLSCHAFT
By:/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇.......................
Name:▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇.........................
Title:Assistant Vice President...............
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇..........................
Name:▇▇▇▇ ▇▇▇▇▇▇▇............................
Title:Vice President.........................
Signature Pages for Lenders
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The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
KREDIETBANK N.V.
By:..........................................
Name:........................................
Title:.......................................
By:..........................................
Name:........................................
Title:.......................................
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:..........................................
Name:........................................
Title:.......................................
By:..........................................
Name:........................................
Title:.......................................
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.....................
Name:▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.......................
Title:Vice President.........................
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇...................
Name:▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇.....................
Title:Vice President.........................
