exv10w61



 







Exhibit 10.61




NINTH AMENDMENT TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




          This NINTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is entered into as of this 9th day of June, 2005 among WILSONS LEATHER
HOLDINGS INC., a Minnesota corporation (“Borrower”), GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation, as Lender, Term Lender, Swing Line Lender and as Agent (“Agent”), the Credit
Parties signatory hereto and the Lenders signatory hereto. Unless otherwise specified herein,
capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit
Agreement (as hereinafter defined).




RECITALS




          WHEREAS, Borrower, certain Credit Parties, Agent and Lenders have entered into that certain
Fourth Amended and Restated Credit Agreement dated as of April 23, 2002 (as amended, supplemented,
restated or otherwise modified from time to time, the “Credit Agreement”); and




          WHEREAS, Borrower, the Credit Parties signatories to the Credit Agreement, the Requisite
Lenders and Agent wish to amend certain provisions of the Credit Agreement, as more fully set forth
herein.




          NOW THEREFORE, in consideration of the mutual covenants herein and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



Section 1 Amendment to the Credit Agreement. Subject to the satisfaction of the conditions
precedent set forth in Section 3 hereof, the parties hereto hereby agree to amend and restate
clause (a) of Schedule I to Credit Agreement to read in its entirety as follows:





     “(a) Maximum Capital Expenditures. The Credit Parties on a consolidated basis
shall not make Capital Expenditures during the following periods that exceed in the
aggregate the amounts set forth opposite each of such periods:



	 	 	 	 	 
	 	 	Maximum Capital
	Period	 	Expenditures per Period
	Fiscal Year ending in January 2004
	 	$	10,000,000	 
	 
	 	 	 	 
	Fiscal Year ending in January 2005
	 	$	6,000,000	 
	 
	 	 	 	 
	Fiscal Year ending in January 2006
	 	$	12,000,000	 
	 
	 	 	 	 
	Each Fiscal Year thereafter
	 	$	15,000,000	”






 









 





Section 2 Representations and Warranties. Borrower and the Credit Parties who are party
hereto represent and warrant that:




     (a) the execution, delivery and performance by Borrower and such Credit Parties of this
Amendment have been duly authorized by all necessary corporate action and this Amendment is a
legal, valid and binding obligation of Borrower and such Credit Parties enforceable against
Borrower and such Credit Parties in accordance with its terms, except as the enforcement thereof
may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors’ rights generally and (ii) general principles of
equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);



     (b) each of the representations and warranties contained in the Credit Agreement is true and
correct in all material respects on and as of the date hereof as if made on the date hereof, except
to the extent that such representations and warranties expressly relate to an earlier date;



     (c) neither the execution, delivery and performance of this Amendment nor the consummation of
the transactions contemplated hereby does or shall contravene, result in a breach of, or violate
(i) any provision of Borrower’s or Credit Parties’ certificate or articles of incorporation or
bylaws, (ii) any law or regulation, or any order or decree of any court or government
instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or other instrument
to which Borrower, the Credit Parties or any of their Subsidiaries is a party or by which Borrower,
the Credit Parties or any of their Subsidiaries or any of their property is bound, except in any
such case to the extent such conflict or breach has been waived by a written waiver document a copy
of which has been delivered to Agent on or before the date hereof; and



     (d) no Default or Event of Default will exist or result after giving effect hereto.


Section 3 Conditions to Effectiveness. This Amendment will be effective only upon
execution and delivery of this Amendment by Borrower, the Credit Parties that are listed on the
signature pages hereto, the Agent and Requisite Lenders.



Section 4 Reference to and Effect Upon the Credit Agreement.




     (a) Except as specifically set forth herein, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed.



     (b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of Agent or any Lender under the Credit Agreement or any Loan
Document, nor constitute a waiver of any provision of the Credit Agreement or any Loan Document,
except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference
in the Credit Agreement to “this Agreement”, “hereunder”,



2









 




“hereof”, “herein” or words of similar
import shall mean and refer to the Credit Agreement as amended hereby.




Section 5 Waiver and Release.



          In consideration of the foregoing, each of Borrower and each Credit Party hereby waives,
releases and covenants not to sue Agent or any Lender with respect to, any and all claims it may
have against Agent or any Lender, whether known or unknown, arising in tort, by contract or
otherwise prior to the date hereof relating to one or more Loan Documents.




Section 6 Costs and Expenses.




          As provided in Section 11.3 of the Credit Agreement, Borrower agrees to reimburse
Agent for all fees, costs and expenses, including the fees, costs and expenses of counsel or other
advisors for advice, assistance, or other representation in connection with this Amendment.




Section 7 Governing Law.




          THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF ILLINOIS.




Section 8 Headings.




          Section headings in this Amendment are included herein for convenience of reference only and
shall not constitute a part of this Amendment for any other purposes.




Section 9 Counterparts.




          This Amendment may be executed in any number of counterparts, each of which when so executed
shall be deemed an original but all such counterparts shall constitute one and the same instrument.




Section 10 Confidentiality.




          The matters set forth herein are subject to Section 11.18 of the Credit Agreement, which is
incorporated herein by reference.




[signature page follows]





3









 








          IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.



	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 
	 	 	WILSONS LEATHER HOLDINGS INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Stacy A. Kruse
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President Finance, Treasurer
	 
	 	 	 	 
	 	 	LENDERS:
	 	 	GENERAL ELECTRIC CAPITAL
	 	 	CORPORATION, as Agent, Lender, Term Lender
	 	 	and Swing Line Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	LASALLE RETAIL FINANCE, a division of
	 	 	LaSalle Business Credit, as agent for Standard
	 	 	Federal Bank National Association, as Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT, INC., as
	 	 	Lender and Documentation Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	WELLS FARGO RETAIL FINANCE LLC, as
	 	 	Lender and Syndication Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Signature Page to Ninth Amendment]




 









 








          IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.



	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 
	 	 	WILSONS LEATHER HOLDINGS INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	LENDERS:
	 	 	GENERAL ELECTRIC CAPITAL
	 	 	CORPORATION, as Agent, Lender, Term Lender
	 	 	and Swing Line Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kristina M. Miller
	 

	 	 	 	 
	 

	 	Title:
	 	Duly Authorized Signatory
	 
	 	 	 	 
	 	 	LASALLE RETAIL FINANCE, a division of
	 	 	LaSalle Business Credit, as agent for Standard
	 	 	Federal Bank National Association, as Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT, INC., as
	 	 	Lender and Documentation Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	WELLS FARGO RETAIL FINANCE LLC, as
	 	 	Lender and Syndication Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Signature Page to Ninth Amendment]




 









 








          IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.



	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 
	 	 	WILSONS LEATHER HOLDINGS INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	LENDERS:
	 	 	GENERAL ELECTRIC CAPITAL
	 	 	CORPORATION, as Agent, Lender, Term Lender
	 	 	and Swing Line Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	LASALLE RETAIL FINANCE, a division of
	 	 	LaSalle Business Credit, as agent for Standard
	 	 	Federal Bank National Association, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Daniel O’Rourke
	 

	 	 	 	 
	 

	 	Title:
	 	First Vice President
	 
	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT, INC., as
	 	 	Lender and Documentation Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	WELLS FARGO RETAIL FINANCE LLC, as
	 	 	Lender and Syndication Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Signature Page to Ninth Amendment]




 









 








          IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.



	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 
	 	 	WILSONS LEATHER HOLDINGS INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	LENDERS:
	 	 	GENERAL ELECTRIC CAPITAL
	 	 	CORPORATION, as Agent, Lender, Term Lender
	 	 	and Swing Line Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	LASALLE RETAIL FINANCE, a division of
	 	 	LaSalle Business Credit, as agent for Standard
	 	 	Federal Bank National Association, as Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT, INC., as
	 	 	Lender and Documentation Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steven Schuit
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	WELLS FARGO RETAIL FINANCE LLC, as
	 	 	Lender and Syndication Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Signature Page to Ninth Amendment]




 









 








          IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.



	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 
	 	 	WILSONS LEATHER HOLDINGS INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	LENDERS:
	 	 	GENERAL ELECTRIC CAPITAL
	 	 	CORPORATION, as Agent, Lender, Term Lender
	 	 	and Swing Line Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	LASALLE RETAIL FINANCE, a division of
	 	 	LaSalle Business Credit, as agent for Standard
	 	 	Federal Bank National Association, as Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT, INC., as
	 	 	Lender and Documentation Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	WELLS FARGO RETAIL FINANCE LLC, as
	 	 	Lender and Syndication Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Cory Loftus
	 

	 	 	 	 
	 

	 	Title:
	 	AVP, Account Executive






[Signature Page to Ninth Amendment]




 









 








     The undersigned are executing this Amendment in their capacity as Credit Parties:



	 	 	 	 	 
	Wilsons The Leather Experts Inc.	 	 
	 
	 	 	 	 
	By:

Title:

	 	/s/ Stacy A. Kruse
 

Vice President Finance, Treasurer
	 	 
	 
	 	 	 	 
	Wilsons Center, Inc.	 	 
	 
	 	 	 	 
	By:

Title:

	 	/s/ Stacy A. Kruse
 

Vice President Finance, Treasurer
	 	 
	 
	 	 	 	 
	Rosedale Wilsons, Inc.	 	 
	 
	 	 	 	 
	By:

Title:

	 	/s/ Stacy A. Kruse
 

Vice President Finance, Treasurer
	 	 
	 
	 	 	 	 
	River Hills Wilsons, Inc.	 	 
	 
	 	 	 	 
	By:

Title:

	 	/s/ Stacy A. Kruse
 

Vice President Finance, Treasurer
	 	 
	 
	 	 	 	 
	Bermans The Leather Experts Inc.	 	 
	 
	 	 	 	 
	By:

Title:

	 	/s/ Stacy A. Kruse
 

Vice President Finance, Treasurer
	 	 






[Signature Page to Ninth Amendment]