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Title: |
Voting Agreement |
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Entities: |
Bain & Co.; Milbank, Tweed, Hadley & McCloy; Testa, Hurwitz & Thibeault; Ontario Teachers Pension Plan Board; Artemis America Partnership; Samsonite Corp/fl (acof Management Lp); samsonite corp/fl
(acof management lp) |
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Date: |
2003 |
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Size: |
Preview shows 5KB of 23KB total |
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Price: |
$35 |
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ID: |
#170228 |
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Start of
Preview |
VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement"), dated as of April 30, 2003, is entered into by and among ACOF Management, L.P., a Delaware limited partnership ("Ares"); Bain Capital (Europe) LLC, a Delaware limited liability company ("Bain"); and Ontario Teachers Pension Plan Board, a non-share capital corporation established under the laws of Ontario ("OTPP" and, together with Ares and Bain, the "Investors"), and ARTEMIS AMERICA PARTNERSHIP, a Delaware General Partnership (the "Stockholder").
WHEREAS, the Stockholder is a holder of Common Stock (the "Common Stock") of Samsonite Corporation (the "Company");
WHEREAS, the Investors have jointly proposed to recapitalize the Company (as more fully described in the Recapitalization Agreement to be entered into by the Company and the Investors in substantially the form attached hereto as Exhibit A (the "Recapitalization Agreement") and as may be modified in accordance with the terms of this Agreement, the "Recapitalization"), which Recapitalization will be accomplished through the following series of transactions (collectively, as modified in accordance with the terms of this Agreement, the "Recapitalization Steps"):
- (a)
- The Investors will enter into the Recapitalization Agreement with the Company pursuant to which the Investors will agree to purchase shares of a new series of voting convertible preferred stock of the Company (the "New Preferred Stock") with an aggregate liquidation preference of $106 million for an aggregate purchase price of $106 million, the principal terms of which New Preferred Stock are set forth in the Form of Certificate of Designation of 2003 Convertible Preferred Stock attached as Exhibit A to the Recapitalization Agreement;
- (b)
- The amended and restated certificate of incorporation of the Company (the "Charter") will be amended by filing an amendment to the certificate of designation for its 137/8% Senior Redeemable Exchangeable Preferred Stock (the "Existing Preferred Stock"), which amendment will be substantially in the form attached as Exhibit C to the Recapitalization Agreement to provide that the Company shall immediately following or concurrently with the consummation of the other Recapitalization Steps, (x) exchange or convert up to 108,417 of its 281,131 outstanding shares of Existing Preferred Stock (such 108,417 shares, the "New Preferred Conversion Shares") and all rights in respect of all accrued and unpaid dividends thereon (which shall be eliminated and cease upon such exchange or conversion) for or into an aggregate of up to 54,000 shares of New Preferred Stock or approximately 0.5 shares of New Preferred Stock per share of Existing Preferred Stock and (y) exchange or convert the remaining 172,714 of its 281,131 outstanding shares of its Existing Preferred Stock (such approximately 172,714 shares, the "Common Stock Conversion Shares") and all rights in respect of all accrued and unpaid dividends thereon (which shall be eliminated and cease upon such exchange or conversion) for or into an aggregate of 204,820,049 shares of Common Stock or approximately 1,185.89 shares of Common Stock per share of Existing Preferred Stock, and the Company will issue a warrant to purchase Common Stock in accordance with the terms of the Recapitalization Agreement to each holder of Existing Preferred Stock that elects to receive Common Stock and a warrant instead of New Preferred Stock and Common Stock in such conversion;
WHEREAS, the number of shares of Common Stock of the Company authorized pursuant to the Company's existing Charter is not sufficient to permit the conversion of Existing Preferred Stock into Common Stock and the conversion of the New Preferred Stock into Common Stock in accordance with its terms;
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