exv10w41



 



Exhibit 10.41


LIMITED WAIVER AND SECOND AMENDMENT TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT



                     This LIMITED WAIVER AND SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT (this “Waiver and Amendment”) is entered into as of this 31st
day of January, 2003 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 Waiver and 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 waive and 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      Limited Waiver.



                     The Agent and the Requisite Lenders hereby waive any breach or violation
of the Credit Agreement (and any resulting Event of Default) which has occurred
solely as a result of the failure to comply with the Minimum EBITDA covenant
set forth in clause (c) of Schedule I to the Credit Agreement from and
including December 1, 2002 through and including January 4, 2003. This limited
waiver shall be limited precisely as written and shall not be deemed or
otherwise construed to constitute a waiver of any Default or Event of Default
arising out of any other failure of the Credit Parties to comply with the terms
of the Credit Agreement.



Section 2      Amendments to the Credit Agreement.



                      Subject to the satisfaction of the conditions precedent set forth in
Section 4 hereof, the parties hereto hereby agree to amend the Credit Agreement
as follows:



                      (a)     The last sentence of Section 1.1(a)(iv) of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:



 






 






		
	 	                       “In addition, notwithstanding anything to the contrary contained
herein or otherwise, Borrower shall cause (i) the outstanding principal
balance of the Revolving Credit Advances and the Swing Line Loan to be
reduced to, and remain at, zero dollars ($0) for the period from and
including January 3, 2003 through and including March 31, 2003 and (ii)
the outstanding Letter of Credit Obligations to be less than or equal to
$20,000,000 at all times during the period from and including January 3,
2003 through and including March 31, 2003.”



                      (b)    Clause (ii) of Clause c of Schedule G to the Credit Agreement is
hereby amended and restated to read in its entirety as follows:




		
	 	                       “(ii) as soon as is available, but not later than January 15, 2003,
a preliminary operating plan for each of the then next three Fiscal Years
and as soon as is available but not later than February 28, 2003 an
operating plan which updates the foregoing preliminary operating plan
delivered on or prior to January 15, 2003,”



Section 3      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 Waiver and Amendment have been duly authorized by all necessary
corporate action and this Waiver and 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 Waiver and
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



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



Section 4      Conditions to Effectiveness.



                      This Waiver and Amendment will be effective only upon satisfaction of the
following:



                      (a)      Execution and delivery of this Waiver and Amendment by Borrower, the
Credit Parties that are listed on the signature pages hereto, the Agent and the
Requisite Lenders; and



                      (b)      The representations and warranties contained herein shall be true and
correct in all respects.



Section 5      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 Waiver and 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 Waiver and
Amendment, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof’, “herein” or words of similar import shall mean and refer
to the Credit Agreement as amended hereby.



Section 6      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 7      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 Waiver and Amendment.



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Section 8      Governing Law.



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



Section 9      Headings.



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



Section 10    Counterparts.



                      This Waiver and 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 11    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]



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




	 	 	 	 	 
	 	 	
BORROWER:
	 
	 	 	
WILSONS LEATHER HOLDINGS INC.
	 
	 	 	
By:


Title:
	/s/ Peter G.
Michielutti


Senior Vice President	 
	 
	Revolving Loan Commitment:

$50,000,000 (including $10,000,000

Swing Line Commitment)	 	
GENERAL ELECTRIC CAPITAL

CORPORATION, as Agent, Lender and

Swing Line Lender
	 
	Term Loan B Commitment:

$25,000,000	 	
By:


Title:
	/s/ Donna H. Evans



Duly Authorized Signatory	 
	 
	Revolving Loan Commitment:

$30,000,000	 	
LASALLE RETAIL FINANCE, a division

of LaSalle Business Credit, as agent for

Standard Federal Bank National

Association, as Lender
	 
	 	 	
By:


Title:
	/s/ Francis D. O’Connor



Senior Vice President	 
	 
	Revolving Loan Commitment:

$45,000,000	 	
THE CIT GROUP/BUSINESS CREDIT,

INC., as Lender and Documentation Agent
	 
	 	 	
By:


Title:
	/s/ Evelyn Kusold



Assistant Vice President	 
	 
	
[Signature Page to Limited Waiver and Second Amendment]



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	Revolving Loan Commitment:

$45,000,000	 	
WELLS FARGO RETAIL FINANCE LLC,

as Lender and Syndication Agent
	 
	 	 	
By:


Title:
	/s/ J. Barlow



Senior Vice President	 
	 
	Revolving Loan Commitment:

$10,000,000	 	
U.S. BANK NATIONAL ASSOCIATION,

as Lender
	 
	 	 	
By:


Title:
	/s/ Jaqueline Ryan



Vice President	 



[Signature Page to Limited Waiver and Second Amendment]



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




	 	 	 
	Wilsons The Leather Experts Inc.
	 
	By:


Title:	
/s/ Peter G. Michielutti



Senior Vice President & CFO	 
	 
	Wilsons Center, Inc.
	 
	By:


Title:	
/s/ Peter G. Michielutti



Senior Vice President & CFO	 
	 
	Rosedale Wilsons, Inc.
	 
	By:


Title:	
/s/ Peter G. Michielutti



Senior Vice President & CFO	 
	 
	River Hills Wilsons, Inc.
	 
	By:


Title:	
/s/ Peter G. Michielutti



Senior Vice President & CFO	 
	 
	Bermans The Leather Experts Inc.
	 
	By:


Title:	
/s/ Peter G. Michielutti



Senior Vice President & CFO	 



[Signature Page to Limited Waiver and Second Amendment]




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