exv10w74



 






Exhibit 10.74

LIMITED WAIVER AND EIGHT AMENDMENT TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




     This LIMITED WAIVER AND EIGHTH AMENDMENT TO FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT (this “Waiver and Amendment”) is entered into as of
this 4th day of April, 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 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 by Borrower to
deliver the report set forth in item (ii) of clause (d) of
Schedule G to Credit Agreement for the Fiscal Years ending in January
2003 and 2004. 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 Amendment 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 and restate clause (d) of
Schedule G to Credit Agreement to read in its entirety as follows:





     “(d) Annual Audited Financials. To Agent and Lenders, within
ninety (90) days after the end of each Fiscal Year, copies of the
Ultimate Parent’s 10-K. Such Financial Statements shall be accompanied
by (i) a statement prepared in reasonable detail by Ultimate Parent’s
Chief Financial Officer showing the calculations used in determining
compliance with each of the financial covenants set forth on Schedule
I, (ii) upon Agent’s request, a report from such accounting firm to
the effect that, in


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connection with their audit examination, nothing has come to their
attention to cause them to believe that a Default or Event of Default has
occurred (or specifying those Defaults and Events of Default that they
became aware of), it being understood that such audit examination
extended only to accounting matters and that no special investigation was
made with respect to the existence of Defaults or Events of Default,
(iii) a letter addressed to Agent, on behalf of itself and Lenders, in
form and substance reasonably satisfactory to Agent and subject to
standard qualifications taken by nationally recognized accounting firms,
signed by such accounting firm acknowledging that Agent and Lenders are
entitled to rely upon such accounting firm’s certification of such
audited Financial Statements, and (iv) the annual letters to such
accountants in connection with their audit examination detailing
contingent liabilities and material litigation matters;”


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



     (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 execution and delivery of this Waiver and Amendment by
Borrower, the Credit Parties that are listed on the signature pages hereto, the
Agent and Requisite Lenders.



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.



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     (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.



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: 	/s/
Peter G. Michielutti	 
	 	 	 	 
	 	Title: 	Executive
Vice President, Chief Financial	 
	 	 	Officer,
Chief
Operating Officer	 
	 
	Revolving Loan Commitment:

$41,666,667 (including $10,000,000

Swing Line Commitment)

	GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent, Lender and
Swing Line Lender
	 
	Term
Loan B Commitment:


	By: 	/s/
Kristina M. Miller	 
	$25,000,000	 	 	 
	 	Title:	Duly
Authorized Signatory	 
	 
	Revolving
Loan Commitment:
$20,833,333

	LASALLE RETAIL FINANCE,
a division of LaSalle BusinessCredit, as agent for Standard Federal Bank National
Association, as Lender
	 
	 	By: 	/s/
Matthew Potter	 
	 	 	 	 
	 	Title: 	Assistant
Vice President	 
	 
	Revolving
Loan Commitment:
$31,250,000

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

	 	By: 	/s/
Steven Schuit	 
	 	 	 	 
	 	Title: 	Vice
President	 
	 
	Revolving
Loan Commitment:
$31,250,000


	WELLS FARGO RETAIL FINANCE LLC,
as Lender and Syndication Agent

	 
	 	By:  	/s/
Francis D. O’Connor	 
	 	 	 	 
	 	Title: 	Senior
Vice President	 







[Signature Page to Limited Waiver and Eight Amendment]




 








 








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


	 	 	 	 	 
	 	Wilsons The Leather Experts Inc.

 	 
	 	By: 	/s/
Peter G. Michielutti	 
	 	 	 	 
	 	Title:	Executive
Vice President, Chief
Financial	 
	 	 	Officer, Chief
Operating Officer	 
	 
	 	Wilsons Center, Inc.

 	 
	 	By: 	/s/
Peter G. Michielutti	 
	 	 	 	 
	 	Title:	Executive
Vice President, Chief
Financial	 
	 	 	Officer, Chief
Operating Officer	 
	 
	 	Rosedale Wilsons, Inc.

 	 
	 	By: 	/s/
Peter G. Michielutti	 
	 	 	 	 
	 	Title:	Executive
Vice President, Chief
Financial	 
	 	 	Officer, Chief
Operating Officer	 
	 
	 	River Hills Wilsons, Inc.

 	 
	 	By: 	/s/
Peter G. Michielutti	 
	 	 	 	 
	 	Title:	Executive
Vice President, Chief
Financial	 
	 	 	Officer, Chief
Operating Officer	 
	 
	 	Bermans The Leather Experts Inc.

 	 
	 	By: 	/s/
Peter G. Michielutti	 
	 	 	 	 
	 	Title: 	Executive
Vice President, Chief
Financial	 
	 	 	Officer, Chief
Operating Officer	 
	 





[Signature Page to Limited Waiver
and Eight Amendment]