exv10w62



 







Exhibit 10.62




January 31, 2006




General Electric Capital Corporation

500 West Monroe

Chicago, Illinois 60661




          Re: GE Capital Fee Letter



Gentlemen:




          Reference is hereby made to that certain Fourth Amended and Restated Credit Agreement, dated
as of April 23, 2002 (as amended, restated or otherwise modified from time to time, the “Credit
Agreement”) by and among General Electric Capital Corporation (individually, “GE
Capital”) as Agent and a Lender, Wilsons Leather Holdings Inc., as Borrower
(“Borrower”) and the other Credit Parties and Lenders signatory thereto from time to time.
All defined terms herein shall have the respective meanings given to them in the Credit Agreement.




          In addition to any fees or other amounts payable by Borrower to GE Capital under the terms of
the Credit Agreement, Borrower agrees to pay to GE Capital the following fees:




          (1) If Term Loan B is prepaid or repaid for any reason on or after the date hereof, Borrower
shall, at the time of such payment or prepayment, pay to GE Capital as liquidated damages and
compensation for the costs of being prepared to make Term Loan B available (i) in the case of a
prepayment on or after the date hereof but on or prior to July 31, 2007, an amount equal to one
half percent (0.50%) multiplied by the principal amount of Term Loan B then being prepaid or
repaid, and (ii) in the case of a prepayment after July 31, 2007, an amount equal to zero dollars
($0) (the “Term Loan B Prepayment Fee”); provided that notwithstanding the
foregoing GE Capital hereby waives payment of the Term Loan B Prepayment Fee in respect of the
prepayment by Borrower pursuant to, and in accordance with, Section 1.3(c) of the Credit
Agreement, on or prior to February 28, 2006 of Term Loan B in the aggregate principal amount not to
exceed $10,000,000. The parties hereto agree that this Section (1) replaces and supercedes Section
(2) of that certain Letter Agreement dated as of April 27, 2004 between GE Capital and the
Borrower, as replaced and superseded by Section (1) of that certain Letter Agreement dated as of
March 2, 2005 between GE Capital and the Borrower.




          (2) Effective as of February 1, 2006, Section (4) of that certain Letter Agreement dated as of
April 23, 2002 between GE Capital and the Borrower, as replaced and superseded by Section
(2) of that certain Letter Agreement dated as of March 2, 2005 between GE Capital and the
Borrower, is hereby amended and restated in its entirety to read “Intentionally Deleted.”




 









 








General Electric Capital Corporation

January 31, 2006

Page 2




          The fees set forth above shall be deemed fully earned on the date of required payment thereof
and shall be non-refundable when paid.




[Signature Page Follows]




 









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	WILSONS LEATHER HOLDINGS INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Stacy  Kruse	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	ACCEPTED AND AGREED:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	GENERAL ELECTRIC CAPITAL CORPORATION	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Its Duly Authorized Signatory	 	 	 	 	 	 






[Signature Page To GE Capital Fee Letter]




 









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	WILSONS LEATHER HOLDINGS INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ACCEPTED AND AGREED:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	GENERAL ELECTRIC CAPITAL CORPORATION	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Kristina M. Miller	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Its Duly Authorized Signatory	 	 	 	 	 	 






[Signature Page To GE Capital Fee Letter]