0001104659-05-000289.txt : 20050105 0001104659-05-000289.hdr.sgml : 20050105 20050105060627 ACCESSION NUMBER: 0001104659-05-000289 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050105 DATE AS OF CHANGE: 20050105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAIN CAPITAL EUROPE LLC CENTRAL INDEX KEY: 0001231570 IRS NUMBER: 000000000 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: 05510348 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 a04-15340_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. 7)*

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)

December 29, 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 147,186,578 (see item 5)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 147,186,578 (see item 5)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 147,186,578 (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) 42.4%

	14.	Type of Reporting Person (See Instructions) OO

Item 1.	Security and Issuer
	Item 1 is hereby amended to add the following:
	This Amendment No. 7 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”), Amendment No. 5 to the Initial Statement dated July 20, 2004 (“Amendment No. 5”), Amendment No. 6 to the Initial Statement dated October 22, 2004 (“Amendment No. 6”) filed by the Reporting Person. The principal executive offices of the Issuer are located at 11200 East 45th Avenue, Denver, CO 80239. This Amendment No. 7 (this “Amendment”) to Schedule 13D relates to the Common Stock, par value $0.01 per share (“Common Stock”), the convertible Preferred Stock, par value of $0.01 per share (“Preferred Stock”), and warrants, exercisable in exchange for 11.194 shares of Common Stock (the “Warrants”), 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. The Warrants are currently convertible into Common Stock at the exercise price of $13.02 per share.

Item 2.	Identity and Background
	Item 2 is hereby deleted in its entirety and replaced as follows:
	This Amendment is filed by Bain Capital (Europe) LLC, a limited liability company organized under the laws of the State of Delaware (the “Reporting Person”). The Reporting Person was formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Reporting Person is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.) (the “Act”), as amended from time to time, and engaging in any and all activities necessary or incidental to the foregoing. The current principal business address of the Reporting Person is Devonshire House, 1, Mayfair Place, London, England W1J8AJ.
	Bain Capital Investors, LLC, a limited liability company organized under the laws of the State of Delaware, is the sole “manager” (as that term is used in the Act) of the Reporting Person, with the title of “Manager.” Bain Capital Investors, LLC was formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Manager is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, as amended from time to time, and engaging in any and all activities necessary or incidental to the foregoing. The current principal business address of Bain Capital Investors, LLC is at c/o Bain Capital, LLC, 111 Huntington Avenue, Boston, MA 02199.
	During the last five years, neither the Reporting Person, the Manager nor, to the knowledge of the Reporting Person, any of the persons listed on Schedules A and B to this Statement (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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 “December 29, 2004 Purchase Agreement”) dated December 29, 2004 by and between the Reporting Person and Nomura Special Situations Investment Trust (“Nomura”), on December 29, 2004 purchased 4,933,959 shares of Common Stock, 1,928 shares of Preferred Stock, and 5,000 Warrants from Nomura for an aggregate consideration equal to $5,034,419.98, which was obtained by the Reporting Person through equity capital contributions made to the Reporting Person by certain of its members.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following:
	Pursuant to the December 29, 2004 Purchase Agreement, the Reporting Person purchased, for investment purposes, 4,933,959 shares of Common Stock, 1,928 shares of Preferred Stock, and 5,000 Warrants from Nomura for an aggregate consideration equal to $5,034,419.98.
	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 its investment intent with respect to the Issuer at any time in the future. In determining from time to time whether to sell their Warrants or shares of the Issuer’s Preferred Stock or Common Stock (and in what amounts) or to retain such Warrants and 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 deleted in its entirety and replaced as follows:
	(a) - (b) The Reporting Person beneficially owns and has sole power to vote and sole power of disposition over 147,186,578 shares of Common Stock of the Issuer, or approximately 42.4 % of the Issuer’s outstanding Common Stock (based upon 224,834,708 shares of Common Stock reported by the Issuer on December 15, 2004 to be outstanding on October 31, 2004) through its ownership of (i) 24,477,118 shares of Common Stock, (ii) 46,053 shares of convertible Preferred Stock and interest accrued thereon (as at December 29, 2004), convertible into an aggregate of 122,653,490 shares of Common Stock, which is calculated by dividing the face value and accrued dividends on the Preferred Stock, through December 29, 2004, by the conversion price of the Preferred Stock, which is $0.42, and (iii) 5,000 Warrants, exercisable for 55,970 shares of Common Stock in exchange for payment of $13.02 per share of Common Stock.
	(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
	Item 6 is hereby amended to add the following:
	Bain Capital (Europe) LLC entered into a Purchase Agreement dated December 29, 2004 with Nomura Special Situations Investment Trust ("Nomura"), pursuant to which Bain Capital (Europe) LLC purchased 4,933,959 shares of Common Stock, 1,928 shares of Preferred Stock, and 5,000 Warrants from Nomura for an aggregate consideration equal to $5,034,419.98.

Item 7.	Material to Be Filed as Exhibits
	Item 7 is hereby amended to add the following:
	Exhibit 10 Purchase Agreement, dated December 29, 2004, by and between Bain Capital (Europe) LLC and Nomura Special Situations Investment Trust.

SCHEDULE A

OFFICERS OF BAIN CAPITAL (EUROPE), LLC

Name		Title

Dwight M. Poler (1),(2)		President

Ferdinando Grimaldi Quartieri (1,3)		Vice President

Melissa Wong Bethell (1,2)		Vice President

Michael Colato (1,4)		Secretary

(1) The current principal business address of each officer of the Reporting Person is c/o Bain Capital (Europe), LLC, Devonshire House, 1, Mayfair Place, London, England W1J8AJ.

(2) Dwight M. Poler and Melissa Wong Bethell are citizens of the United States of America.

(3) Ferdinando Grimaldi Quartieri is a citizen of Italy.

(4) Michael Colato is a citizen of the United Kingdom.

SCHEDULE B

OFFICERS OF BAIN CAPITAL INVESTORS, LLC.

Name		Title

Richard C. Albright		Managing Director

Andrew Balson		Managing Director

Steve Barnes		Managing Director

Joshua Bekenstein		Managing Director

Edward W. Conard		Managing Director

John P. Connaughton		Managing Director

Paul B. Edgerley		Managing Director

Michael F. Goss		Managing Director/Chief Financial Officer/ Secretary

Matthew S. Levin		Managing Director

Ian Loring		Managing Director

Phil Loughlin		Managing Director

Mark E. Nunnelly		Managing Director

Stephen G. Pagliuca		Managing Director

Dwight M. Poler		Managing Director

Stephen M. Zide		Managing Director

(1) The current principal business address of each officer of Bain Capital Investors, LLC is c/o Bain Capital, LLC, 111 Huntington Avenue, Boston, MA, 02199.

(2) Each of the officers is a citizen of the United States of America.

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.

	January 5, 2005
	Date

	Bain Capital (Europe) LLC /s/ Melissa Wong Bethell
	Signature

	Melissa Wong Bethell / Vice President
	Name/Title

EX-10 2 a04-15340_1ex10.htm EX-10

Exhibit 10

PURCHASE AGREEMENT

This purchase agreement (the “Agreement”) is entered into this 29th day of December, 2004, by and among Nomura Special Situations Investment Trust (“Seller”), Bain Capital (Europe) LLC (“Purchaser”) and Ares Technical Administration LLC (“Agent”), with reference to the following facts:

R E C I T A L S

WHEREAS, Seller currently owns shares of the common stock, par value $0.01 per share (the “Common Stock”), of Samsonite Corporation (the “Company”), warrants issued in 1998 for the purchase of Common Stock of the Company (the “Warrants”) and shares of the convertible preferred stock, par value $0.01 per share (the “Preferred Stock”) of 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 Preferred Stock of the Company as well as a significant amount of the Common 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 4,933,959 shares of the Common Stock and 1,928 shares of the Preferred Stock (such shares of the Common Stock and Preferred Stock being collectively referred to as the “Purchased Shares”) and 5,000 Warrants for the purchase of Common Stock of the Company (the “Purchased Warrants” and, together with the Purchased Shares, the “Purchased Interests”) 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 Interests.

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 Interests, 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 Common Stock is $0.50 per share ($2,466,979.50 in the aggregate). The purchase price for the Preferred Stock is $1,331.66 per share ($2,567,440.48 in the aggregate). Accordingly, the aggregate purchase price for the Purchased Shares is $5,034,419.98. The purchase price shall be paid on the Settlement Date by wire transfer to the account designated by Seller and set forth on Annex A hereto.

1.3 Settlement Date. The settlement date shall be December 29, 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. If for any reason the settlement does not occur on December 29, 2004, either party may terminate this agreement, in which case neither party shall have any further obligation to effect settlement.

1.4 Delivery of Purchased Warrants. As further consideration for Purchaser’s purchase of the Purchased Shares, Seller shall transfer the Purchased Warrants to the Purchaser on the Settlement Date or as promptly thereafter as is commercially reasonable.

1.5 Appointment of Agent for Receipt of Purchased Interests. Purchaser hereby appoints the Agent as its agent for receipt of the Purchased Interests. By its signature to this agreement, the Agent accepts such appointment. Purchaser acknowledges and agrees that delivery by Seller of the Purchased Interests to the Agent shall satisfy Seller’s obligation to deliver the Purchased Interests to Purchaser hereunder. Purchaser further acknowledges and agrees that delivery by Seller to the Agent of the Purchased Interests in the form of one or more physical certificates and one or more electronic transfers through the facilities of the Depository Trust Corporation (“DTC”), which certificates and transfers represent the aggregate interest purchased by Purchaser and the Concurrent Purchasers (as defined below), shall satisfy Seller’s obligation to deliver the Purchased Interests to Purchaser hereunder. Upon receipt of funds from each of Purchaser and the Concurrent Purchasers, Seller will deliver the certificates and make the transfers as contemplated by this Section 1.5.

1.6 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. In addition, the Seller’s obligations under this Agreement are conditioned on the simultaneous settlement of the purchase by Ares Corporate Opportunities Fund, L.P. and Ontario Teachers’ Pension Plan Board (the “Concurrent Purchasers”) of Common Stock, Preferred Stock and Warrants held by Seller pursuant to the terms of those certain purchase agreements dated the date hereof between the Seller and each Concurrent Purchaser.

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. 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 judgment, order or decree to which Seller is subject on the Settlement Date.

2.2 Title to Securities. Seller is the sole record and beneficial owner of the Purchased Interests free and clear of any lien, pledge or encumbrance of any kind, except that the Purchased Warrants are owned of record by DTC or its nominee. The certificates representing the Purchased Shares of Common Stock to be delivered to the Purchaser bear a restrictive legend, but the Seller has been informed by the Company and its transfer agent that the transfer of such shares by the Seller is not restricted.

2.3 Authorization and Enforceability. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery by Purchaser, is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

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 Interests, (ii) Purchaser has no duty (fiduciary or otherwise) to disclose to Seller any of the Information, (iii) Seller has determined to sell the Purchased Interests 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 Interests, (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) other than as set forth in this Agreement, 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 Interests, (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 Interests 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), whether directly, derivatively, representatively or in any other capacity, against Purchaser or any of its 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, but excluding the Company and its subsidiaries), in any way based upon, arising from, relating to or involving, directly or indirectly, 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 with the sale of the Purchased Interests. 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. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body and no expiration or termination of a statutory waiting period 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 contract, judgment, 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 Interests, (ii) has adequate information to make an informed decision regarding the purchase of the Purchased Interests, (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 Interests, (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 Interests, and (v) is purchasing the Purchased Interests with investment intent and not with a view toward distribution.

4.3 Unregistered Securities Acknowledgment. Purchaser understands that the Purchased Interests 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.

4.5 Authorization and Enforceability. This Agreement has been duly authorized, executed and delivered by Purchaser and, assuming the due authorization, execution and delivery by Seller, is the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.

5. Miscellaneous.

5.1 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.

5.2 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.

5.3 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.

5.4 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.

5.5 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.

5.6 Entire Agreement. This Agreement, together with the confidentiality agreement among Seller, Purchaser and the Concurrent Purchasers dated December 1, 2004, 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.

5.7 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.

[Remainder of Page Intentionally Left Blank]

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

NOMURA SPECIAL SITUATIONS INVESTMENT TRUST

By:	LONG DRIVE MANAGEMENT TRUST,
	its Investment Adviser

	By:	/s/ Stuart Simon
		Name:	Stuart Simon
		Title:	Managing Director

Address:		2 World Financial Center
		Building B, 22nd Floor
		New York, NY 10281


BAIN CAPITAL (EUROPE) LLC

By:	Bain Capital Investors, LLC
	its Manager

	By:	/s/ Michael F. Goss
		Name:	Michael F. Goss
		Title:	Managing Director

Address:		111 Huntington Avenue
		Boston, MA 02199
		Facsimile: +44 (0)20 7514-5250
		Attention: Ferdinando Grimaldi


ARES TECHNICAL ADMINISTRATION LLC

By:	/s/ Bennett Rosenthal
Its:	Vice President

Address:		1999 Avenue of the Stars, Suite 1600
		Los Angeles, CA 90067

Under the Securities Exchange Act of 1934 (Amendment No. 7)*

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 7)*