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Voting Agreement

 

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Title:

Voting Agreement

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)

Date:

2003

Size:

Preview shows 5KB of 23KB total

Price:

$35

ID:

#170228

 

 

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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"):

        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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