0001104659-04-020443.txt : 20040722 0001104659-04-020443.hdr.sgml : 20040722 20040722095658 ACCESSION NUMBER: 0001104659-04-020443 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040722 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAIN CAPITAL EUROPE LLC CENTRAL INDEX KEY: 0001231570 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL LTD STREET 2: DEVONSHIRE HOUSE MAYFAIR PLACE CITY: LONDON ENGLAND STATE: A1 ZIP: W1JSAJ BUSINESS PHONE: 442075145252 MAIL ADDRESS: STREET 1: DEVOSHIRE HOUSE MAYFAIR PLACE CITY: LONDON ENGLAND STATE: A1 ZIP: 1JI3AI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAMSONITE CORP/FL CENTRAL INDEX KEY: 0000914478 STANDARD INDUSTRIAL CLASSIFICATION: LEATHER & LEATHER PRODUCTS [3100] IRS NUMBER: 363511556 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47327 FILM NUMBER: 04925661 BUSINESS ADDRESS: STREET 1: 11200 EAST 45TH AVENUE CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033732000 MAIL ADDRESS: STREET 1: 11200 EAST 45TH AVENUE CITY: DENVER STATE: CO ZIP: 80239 FORMER COMPANY: FORMER CONFORMED NAME: ASTRUM INTERNATIONAL CORP DATE OF NAME CHANGE: 19931105 SC 13D/A 1 a04-8012_1sc13da.htm SC 13D/A

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13D	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

SAMSONITE CORPORATION

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

79604V105

(CUSIP Number)

James L. Learner, P.C.
Kirkland & Ellis International LLP
Tower 42
25 Old Broad Street
London EC2N 1HQ
United Kingdom
Telephone Number: +44 (0) 20 7816 8700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 14, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 79604V105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Bain Capital (Europe) LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization State of Delaware, United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 122,373,742 (see Item 5)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 122,373,742 (see Item 5)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 122,373,742 (see Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 36.2% (see Item 5)

	14.	Type of Reporting Person (See Instructions) OO

Item 1.	Security and Issuer
This Amendment No. 5 (this “Amendment”) to Schedule 13D relates to the Common Stock, par value $0.01 per share (“Common Stock”) and the convertible Preferred Stock, par value of $0.01 per share (“Preferred Stock”), of Samsonite Corporation, a corporation incorporated under the laws of the State of Delaware (the “Issuer”). The Preferred Stock is convertible on demand into shares of Common Stock and holders of Preferred Stock may vote their Preferred Stock on an as-converted basis. This Amendment No. 5 supplements and amends the initial statement on Schedule 13D dated May 9, 2003 (the “Initial Statement”), Amendment No. 1 to the Initial Statement dated August 6, 2003 ("Amendment No. 1"), Amendment No. 2 to the Initial Statement dated August 28, 2003 ("Amendment No. 2"), Amendment No. 3 to the Initial Statement dated September 30, 2003 ("Amendment No. 3"), Amendment No. 4 to the Initial Statement dated April 19, 2004 ("Amendment No. 4") filed by the Reporting Person. The principal executive offices of the Issuer are located at 11200 East 45th Avenue, Denver, CO 80239.
Item 2.	Identity and Background
Item 2 is not amended.
Item 3.	Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following:
The Reporting Person, pursuant to a Purchase Agreement (the "7/1/04 Purchase Agreement") dated July 1, 2004 by and among the Reporting Person, on the one hand, and Caravelle Investment Fund, L.L.C. (“Caravelle”), on the other hand, on July 14, 2004 purchased 4,933,114 shares of Common Stock from Caravelle for an aggregate consideration equal to $2,219,901.20, which was obtained by the Reporting Person through equity capital contributions made to the Reporting Person by certain of its members. The Reporting Person, pursuant to an Executive Stockholders Agreement (the “9/23/03 Executive Stockholders Agreement”) dated September 23, 2003 also purchased 66 shares of Preferred Stock for an aggregate consideration equal to $71,196.01.

Item 4.	Purpose of Transaction
Item 4 is hereby amended to add the following:
Pursuant to the 7/1/04 Purchase Agreement, the Reporting Person purchased, for investment purposes, 4,933,114 shares of Common Stock from Caravelle for an aggregate consideration equal to $2,219,901.30. Pursuant to the 9/23/03 Executive Stockholders Agreement, the Reporting Person purchased for investment purposes, 66 shares of Preferred Stock for an aggregate consideration equal to $71,196.01.
As of the date hereof, the Reporting Person does not have any plan or proposal that relates to or would result in:
(i) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(ii) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(iv) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(v) Any material change in the present capitalization or dividend policy of the Issuer;
(vi) Any other material change in the Issuer’s business or corporate structure;
(vii) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(viii) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(ix) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(x) Any action similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting Person may determine to change their investment intent with respect to the Issuer at any time in the future. In determining from time to time whether to sell their shares of the Issuer’s Preferred Stock or Common Stock (and in what amounts) or to retain such shares, the Reporting Person will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Person. The Reporting Person reserves the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.

Also, consistent with their investment intent, the Reporting Person has engaged in and continues to engage in communications with one or more stockholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer, including but not limited to its operations.
Item 5.		Interest in Securities of the Issuer
Item 5 is hereby restated in its entirety as follows:
(a) - (b)	The Reporting Person beneficially owns and has sole power to vote and sole power of disposition over 122,373,742 shares of Common Stock of the Issuer, or approximately 36.2 % of the Issuer’s outstanding Common Stock through its ownership of (i) 9,043,159 shares of Common Stock and (ii) 44,125 shares of convertible Preferred Stock and interest accrued thereon (as at July 14, 2004), convertible into an aggregate of 113,330,583 shares of Common Stock, which is calculated by dividing the face value and accrued dividends on the Preferred Stock, through July 14, 2004, by the conversion price of the Preferred Stock, which is $0.42.
(c)	Except as set forth in Item 4 above, since the most recent filing of Schedule 13D by the Reporting Person there have been no reportable transactions by the Reporting Person with respect to the Common Stock of the Issuer.
(d) - (e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Bain Capital (Europe) LLC entered into a Purchase Agreement dated July 1, 2004 with Caravelle Investment Fund, L.L.C., pursuant to which Bain Capital (Europe) LLC purchased 4,933,114 shares of Common Stock from Caravelle for an aggregate consideration equal to $2,219,901.30 in substantially the form attached as Exhibit 7 to this Amendment 5.
In addition, pursuant to Section 4 of the Executive Stockholders Agreement dated September 25, 2003, by and among the Issuer, certain named executives of the Issuer including Thomas R. Sandler, ACOF Management , L.P., Bain Capital (Europe) LLC and Ontario Teachers’ Pension Plan Board, ACOF purchased from Tom Sandler 66 shares of Preferred Stock convertible into 169,514 shares of Common Stock for an aggregate consideration equal to $71,196.01.
Item 7.		Material to Be Filed as Exhibits
Item 7 is hereby amended to add the following:
Exhibit 7		Purchase Agreement, dated July 1, 2004, by and among Bain Capital (Europe) LLC, on the one hand, and Caravelle Investment Fund LLC, on the other hand.
Exhibit 8		Letter Agreement dated July 14, 2004 from Bain Capital (Europe) LLC to Caravelle Investment Fund LLC.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of this 20th day of July, 2004


		BAIN CAPITAL (EUROPE) LLC


	By:	/s/ Melissa Wong
		Name:	Melissa Wong
		Title:	Vice President

EX-7 2 a04-8012_1ex7.htm EX-7

Exhibit 7

PURCHASE AGREEMENT

This purchase agreement (the “Agreement”) is entered into this 1st day of July, 2004, by and between Caravelle Investment Fund, L.L.C. (“Seller”) and Bain Capital (Europe) LLC (“Purchaser”), with reference to the following facts:

RECITALS

WHEREAS, Seller currently owns shares of the common stock, par value $.01 per share (the “Common Stock”), of Samsonite Corporation (the “Company”);

WHEREAS, a principal of Bain Capital, Ltd., which is an affiliate of the Purchaser is currently a member of the board of directors of the Company;

WHEREAS, Purchaser and its affiliates hold a significant portion of the issued and outstanding Common Stock of the Company as well as a significant amount of the preferred stock of the Company;

WHEREAS, Purchaser may have access to and/or be in possession of material, nonpublic, confidential information regarding the Company and its subsidiaries and/or its affiliates, including without limitation its financial condition, results of operations, businesses, properties, assets, liabilities, management, projections, appraisals, plans (including without limitation potential acquisitions and sales of assets and debt and equity financing activities) and prospects (collectively, the “Information”); and

WHEREAS, Seller desires to sell and Purchaser desires to purchase 4,933,114 shares of the Common Stock as well as all accrued and unpaid dividends related thereto (such shares and accrued and unpaid dividends being collectively referred to as the “Purchased Shares”) upon the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Purchase and Sale of Purchased Shares.

1.1 Purchase and Sale. Seller hereby sells, transfers and assigns to Purchaser for closing on the Settlement Date (as defined below), and Purchaser hereby purchases from Seller, all of Seller’s right, title and interest in the Purchased Shares, free and clear of any lien, pledge, or encumbrance of any kind.

1.2 Purchase Price. The purchase price to be paid by Purchaser to Seller for the Purchased Shares is $2,219,901.30. The purchase price shall be paid on the Settlement Date by wire transfer of immediately available funds to an account to be designated by Seller.

1.3 Settlement Date. The settlement date shall be July 14, 2004 (“the Settlement Date”) in accordance with this Agreement, and the settlement shall occur at such time and place as mutually agreed upon between Purchaser and Seller.

1.4 Conditions to Settlement. The obligations of each party to this Agreement are subject to the representations and warranties of the other party contained herein being true and correct on and as of the Settlement Date with the same effect as though such representations and warranties had been made on and as of the Settlement Date.

2. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser as follows:

2.1 Due Execution, Delivery and Performance by Seller. Seller has full right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and the execution, delivery and performance of this Agreement will not violate any law, judgment, contract, order or decree to which Seller is subject on the Settlement Date.

2.2 Title to Securities Seller is the sole legal and beneficial owner of the Purchased Shares free and clear of any lien, pledge or encumbrance of any kind, other than pursuant to the lien of that certain Indenture dated as of July 1, 1998, which lien shall terminate upon the sale effected hereby and, at the time of the sale, the Purchased Shares shall be free and clear of any lien, pledge or encumbrance of any kind.

3. Other Acknowledgements and Agreements of Seller. Seller hereby acknowledges and agrees that:

3.1 No Disclosure. This Agreement shall not be deemed to create any contractual duty to disclose any Information. Seller acknowledges and agrees that (i) Purchaser currently may have access to and/or be in the possession of, and later may come into possession of, Information that is not known to Seller and that may be material to a decision to sell the Purchased Shares, (ii) Purchaser has no duty (fiduciary or otherwise) to disclose to Seller any of the Information, (iii) Seller has determined to sell the Purchased Shares on the terms and conditions set forth herein notwithstanding its lack of knowledge of the Information and notwithstanding that such Information, if known to Seller, might affect the price at which Seller would be willing to sell the Purchased Shares, (iv) Seller has not requested and will not request

from Purchaser any of the Information Purchaser may now have or of which Purchaser may later come into possession, (v) Seller has not relied in any way upon any act, statement or omission of Purchaser with respect to the Company, any of its subsidiaries, any of its affiliates or the Purchased Shares, (vi) Seller is experienced, sophisticated and knowledgeable in trading in securities of private and public companies and understands the disadvantage to which it is subject on account of the disparity of information between Purchaser and Seller and (vii) Seller has conducted its own investigation, to the extent that it has determined necessary or desirable regarding the Company, and Seller has determined to enter into and complete the sale of the Purchased Shares based on, among other things, such investigation.

3.2 Waiver and Release. Seller, on its own behalf and on behalf of its successors and/or assigns, hereby forever waives, releases, discharges and dismisses any and all claims, rights, causes of action, suits, obligations, debts, demands, liabilities, controversies, costs, expenses, fees, and/or damages of any kind (including without limitation any and all claims alleging violations of federal or state securities laws, common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise) (collectively, “Claims”), whether directly, derivatively, representatively or in any other capacity, other than any Claims respecting Purchaser’s obligations, representations or warranties under this Agreement, against Purchaser, the Company, its subsidiaries or any of their respective affiliates (including without limitation any and all of its and their respective past, present and/or future directors, officers, members, partners, employees, fiduciaries and agents, and each of their respective successors and assigns), in any way based upon, arising from, relating to or involving, directly or indirectly, the sale of the Purchased Shares and the non-disclosure of the Information (so long as such Information does not make false Purchaser’s representations or warranties contained in this Agreement) by Purchaser to Seller in connection thereto. In connection with the foregoing release, Seller specifically waives any and all protections afforded by California Civil Code Section 1542, which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Seller further hereby specifically waives any and all protections afforded by any state or federal statute or regulation that would, if enforced, have the effect of limiting the enforceability or effectiveness of the foregoing release or other foregoing provisions of this acknowledgment and agreement.

4. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows:

4.1 Due Execution, Delivery and Performance by Purchaser. Purchaser has full right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other

governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and the execution, delivery and performance of this Agreement will not violate any law, judgment, contract, order or decree to which Purchaser is subject on the Settlement Date..

4.2 Sophisticated Purchaser. Purchaser (i) is a sophisticated entity and is able to bear any financial risks associated with the purchase of the Purchased Shares, (ii) has adequate information to make an informed decision regarding the purchase of the Purchased Shares, (iii) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of and understand the risks inherent in the purchase of the Purchased Shares, (iv) has independently, and without reliance upon Seller, and based on such information as Purchaser has deemed appropriate, made its own analysis and decision to purchase the Purchased Shares, and (v) is purchasing the Purchased Shares with investment intent and not with a view toward distribution.

4.3 Unregistered Securities Acknowledgment. Purchaser understands that the Purchased Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be sold in the United States except pursuant to an effective registration statement, or pursuant to a duly available exemption from such registration requirements.

4.4 Accredited Investor. Purchaser is an “accredited investor” within the meaning of Regulation D promulgated under the Act. Purchaser is buying the Preferred Shares for Purchaser’s own account and for investment, not as nominee or agent, and not with the view to or for resale in connection with the distribution thereof.

5. Other Agreements of Purchaser.

5.1 Waiver and Release. Purchaser, on its own behalf and on behalf of its successors and/or assigns, hereby forever waives, releases, discharges and dismisses any and all claims, rights, causes of action, suits, obligations, debts, demands, liabilities, controversies, costs, expenses, fees, and/or damages of any kind (including without limitation any and all claims alleging violations of federal or state securities laws, common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise) (collectively, “Claims”), whether directly, derivatively, representatively or in any other capacity, other than any Claims respecting Seller’s obligations, representations or warranties under this Agreement, against Seller (including without limitation any and all of its past, present and/or future directors, officers, members, partners, employees, fiduciaries and agents, and each of their successors and assigns), in any based upon, arising from, relating to or involving, directly or indirectly, the sale of the Purchased Shares and the nondisclosure of the Information (so long as such Information does not make false Seller’s representations or warranties contained in this Agreement) by Seller to Purchaser in connection thereto. In connection with the foregoing release, Seller specifically waives any and all protections afforded by California Civil Code Section 1542, which provides as follows:

Purchaser further hereby specifically waives any and all protections afforded by any state or federal statute or regulation that would, if enforced, have the effect of limiting the enforceability or effectiveness of the foregoing release or other foregoing provisions of this agreement.

6. Miscellaneous.

6.1 Further Assurances. Following the execution of this Agreement, each party hereto shall, from time to time, at the requesting party’s cost and expense, execute and deliver such additional instruments, documents, conveyances or assurances and take such other commercially reasonable actions as reasonably have been requested by the other party hereto to confirm and assure the rights and obligations provided for in this Agreement, and render effective the consummation of the transactions contemplated hereby.

6.2 Governing Law. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of New York applicable to agreements made and to be fully performed therein, without respect to the conflict of laws provisions thereof.

6.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing, interpreting, implementing or enforcing this Agreement.

6.5 Recitals. The recitals to this Agreement are a part of this Agreement and are to be considered in construing, interpreting, implementing and enforcing this Agreement.

6.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior written or oral discussions or agreements among the parties hereto with respect to the subject matter hereof and contains the sole and entire agreement among the parties hereto with respect to the subject matter hereof.

6.7 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law, regulation, rule or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect and any trier-of-fact shall interpret this Agreement in the valid, legal and enforceable manner that corresponds most closely to the original intentions of the parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

NAME OF SELLER

Caravelle Investment Fund, L.L.C.

By: Trimaran Advisors, L.L.C.

as Investment Manager and Attorney-in-Fact

By:	/s/ David Millison
Its:	Trimaran Advisors, L.L.C.
	David Millison
	Managing Director

Address:

Trimaran Advisors, L.L.C.
425 Lexington Avenue, 2nd Floor
New York, NY 10017

NAME OF PURCHASER

Bain Capital (Europe) LLC

By: Bain Capital Investors, LLC
Its: Manager

By:	/s/ Dwight Poler
Title:	Managing Director


Address:

Bain Capital, LLC
111 Huntington Avenue
Boston, MA 02199
Attn:		Ferdinando Grimaldi
		Melissa Wong

EX-8 3 a04-8012_1ex8.htm EX-8

Exhibit 8

Bain Capital (Europe) LLC

111 Huntington Avenue

Boston, MA 02199

July 14, 2004

Caravelle Investment Fund, L.L.C.

425 Lexington Avenue, 2^nd Floor

New York, NY 10017

Paul, Hastings, Janofsky & Walker LLP

515 South Flower Street, 25th Floor

Los Angeles, CA 90071

Re: Purchase of 4,933,114 Shares of Common Stock of Samsonite Corporation:

Gentlemen:

In connection with our purchase of the above referenced securities (the “Securities”) from Caravelle Investment Fund, L.L.C. (“Seller”) pursuant to that Purchase Agreement dated as of the date hereof (the “Agreement”), we hereby represent and warrant as follows:

1. Due Execution, Delivery and Performance by Purchaser. Bain Capital (Europe) LLC (“Purchaser”) has full right, power and authority to enter into the Agreement and perform the transactions contemplated thereby. The Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of the Agreement or the consummation of the transactions contemplated hereby, and the execution, delivery and performance of the Agreement will not violate any law, judgment, contract, order or decree to which Purchaser is subject on the date hereof.

2. Sophisticated Purchaser. Purchaser (i) is a sophisticated entity and is able to bear any financial risks associated with the purchase of the Securities, (ii) has adequate information to make an informed decision regarding the purchase of the Securities, (iii) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of and understand the risks inherent in the purchase of the Securities, (iv) has independently, and without reliance upon Seller, and based on such information as Purchaser has deemed appropriate, made its own analysis and decision to purchase the Securities, and (v) is purchasing the Securities with investment intent and not with a view toward distribution.

3. Unregistered Securities Acknowledgment. Purchaser understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be sold in the United States except pursuant to an effective registration statement, or pursuant to a duly available exemption from such registration requirements.

4. Accredited Investor. Purchaser is an “accredited investor” within the meaning of Regulation D promulgated under the Act. Purchaser is buying the Securities for Purchaser’s own account and for investment, not as nominee or agent, and not with the view to or for resale in connection with the distribution thereof.

We hereby agree to cooperate with Seller in obtaining the consent of Samsonite Corporation to the purchase of the Securities and to cooperate in providing reasonably requested information to Paul, Hastings, Janofsky & Walker LLP so that they can render their legal opinion concerning the transaction. In rendering any legal opinion with respect to the Securities, Paul, Hastings, Janofsky & Walker LLP may rely on the representations contained in this letter.

	Very truly yours,

	Bain Capital (Europe) LLC

	By: Bain Capital Investors, LLC
	Its: Manager


	By:	/s/ Dwight Poler
		Name:
		Title:

Under the Securities Exchange Act of 1934 (Amendment No. 5)*

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 5)*