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Title: |
Letter Agreement |
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Entities: |
Bain & Co.; Samsonite Corporation; Ares Corporate Opportunities Fund, L.P.; Ontario Teachers Pension Plan Board; Ares Leveraged Investment Fund, L.P. |
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Date: |
2003 |
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Size: |
5KB total |
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Price: |
$35 |
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ID: |
#204423 |
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[Ares Leveraged Investment Fund, L.P. Letterhead]
July 31, 2003
MAJOR STOCKHOLDERS SET FORTH
ON THE SIGNATURE PAGES HERETO
Ladies and Gentleman:
Reference is made to that certain Stockholders Agreement (the Stockholders Agreement) dated as of even date herewith by and among Samsonite Corporation (the Company), Ares Corporate Opportunities Fund, L.P, Bain Capital (Europe) LLC, Ontario Teachers Pension Plan Board and Ares Leveraged Investment Fund, L.P. (Ares I). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Stockholders Agreement.
Each of you hereby agrees that immediately following such time as the total voting power represented by Offered Securities, when aggregated with (a) the voting power represented by shares of Preferred Stock owned by the Major Stockholders as of the date hereof (as reduced by the voting power of (i) prior to the sale by the Major Stockholders of Preferred Stock to certain members of the management group of the Company as contemplated by Section 5.13 of the Recapitalization Agreement, 2,100 shares of Preferred Stock and (ii) thereafter, the aggregate number of shares of Preferred Stock actually sold to certain members of the management group by the Major Stockholders) and (b) the voting power represented by shares of Common Stock and Preferred Stock (other than Offered Securities) purchased by the Major Stockholders following the date hereof, equals a majority of the voting power of the Company on a fully-diluted basis, the Stockholders Agreement shall be deemed to have been amended such that Ares I is no longer a party to the Stockholders Agreement and is not bound by any of the obligations thereunder and each of you further agrees to take all commercially reasonable actions requested, and to execute such relevant legal documents as shall be deemed reasonably necessary, by Ares I in consultation with you to effect and evidence such amendment. For the avoidance of doubt, you shall not be required to provide any representations, warranties, or indemnities with respect to or arising from such amendment and shall not be required to make any payments or assume any liabilities for any costs or fees in connection therewith.
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