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                                                                    Exhibit 10.1



                           FOURTH AMENDED AND RESTATED

                                CREDIT AGREEMENT

                           Dated as of April 23, 2002

                                      among

                          WILSONS LEATHER HOLDINGS INC.

                                  as Borrower,

                          THE LENDERS SIGNATORY HERETO
                               FROM TIME TO TIME,

                                   as Lenders

                      GENERAL ELECTRIC CAPITAL CORPORATION,

               as Agent, Lender, Term Lender and Swing Line Lender

                        GECC CAPITAL MARKETS GROUP, INC.

                                as Lead Arranger

                       THE CIT GROUP/BUSINESS CREDIT, INC.

                        as Lender and Documentation Agent

                                       and

                         WELLS FARGO RETAIL FINANCE LLC

                         as Lender and Syndication Agent

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                                TABLE OF CONTENTS

                                                                            Page

1.    AMOUNT AND TERMS OF CREDIT ..........................................   2

1.1      Credit Facilities. ...............................................   2
1.2      Letters of Credit ................................................   6
1.3      Prepayment. ......................................................   6
1.4      Use of Proceeds ..................................................   8
1.5      Interest. ........................................................   8
1.6      Applicable Margins ...............................................  10
1.7      [Intentionally Deleted]. .........................................  10
1.8      Cash Management Systems ..........................................  10
1.9      Fees. ............................................................  10
1.10     Receipt of Payments ..............................................  10
1.11     Application and Allocation of Payments. ..........................  11
1.12     Loan Account and Accounting ......................................  11
1.13     Indemnity. .......................................................  12
1.14     Access. ..........................................................  13
1.15     Taxes. ...........................................................  14
1.16     Capital Adequacy: Increased Costs: Illegality. ...................  14
1.17     Single Loan ......................................................  16
1.18     Effect On Prior Loans; Prior Credit Agreement ....................  16
1.19     Eligible Inventory-Apparel .......................................  16
1.20     Eligible Inventory-Luggage .......................................  18
1.21     Eligible In-Transit Inventory ....................................  19
1.22     Eligible Accounts ................................................  20
1.23     Eligible Trade L/Cs ..............................................  20

2.    CONDITIONS PRECEDENT ................................................  20

2.1      Conditions to Term Loan B, Initial Eligible Trade
         L/C Obligations or Letter of Credit Obligations ..................  20
2.2      Further Conditions to Initial Revolving Credit Advances ..........  21
2.3      Further Conditions to Each Loan ..................................  21

3.    REPRESENTATIONS AND WARRANTIES ......................................  22

3.1      Corporate Existence; Compliance with Law .........................  22
3.2      Executive Offices; FEIN ..........................................  23
3.3      Corporate Power, Authorization, Enforceable Obligations ..........  23
3.4      Financial Statements and Projections .............................  23
3.5      Material Adverse Effect ..........................................  24
3.6      Ownership of Property; Liens .....................................  24
3.7      Labor Matters ....................................................  24
3.8      Ventures, Subsidiaries and Affiliates; Outstanding
         Stock and Indebtedness ...........................................  25
3.9      Government Regulation ............................................  25
3.10     Margin Regulations ...............................................  25
3.11     Taxes ............................................................  25
3.12     ERISA. ...........................................................  26
3.13     No Litigation ....................................................  26
3.14     Brokers ..........................................................  26
3.15     Intellectual Property ............................................  27
3.16     Full Disclosure ..................................................  27
3.17     Hazardous Materials. .............................................  27
3.18     Insurance ........................................................  27
3.19     Deposit and Disbursement Accounts ................................  27


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3.20     Government Contracts .............................................  28
3.21     Landlords and Trade Relations ....................................  28
3.22     Agreements and Other Documents ...................................  28
3.23     Solvency .........................................................  28

4.    FINANCIAL STATEMENTS AND INFORMATION ................................  28

4.1      Reports and Notices. .............................................  28
4.2      Communication with Accountants ...................................  28

5.    AFFIRMATIVE COVENANTS ...............................................  29

5.1      Maintenance of Existence and Conduct of Business .................  29
5.2      Payment of Obligations. ..........................................  29
5.3      Books and Records ................................................  30
5.4      Insurance: Damage to or Destruction of Collateral. ...............  30
5.5      Compliance With Laws .............................................  31
5.6      Employee Plans ...................................................  31
5.7      Environmental Matters ............................................  31
5.8      Landlords' Agreements and Bailee Letters .........................  32
5.9      Ownership of Inventory ...........................................  32
5.10     Additional Pledges ...............................................  32
5.11     Senior Notes .....................................................  32

6.    NEGATIVE COVENANTS ..................................................  32

6.1      Mergers, Subsidiaries, Etc. ......................................  32
6.2      Investments; Loans and Advances ..................................  33
6.3      Indebtedness .....................................................  34
6.4      Employee Loans and Affiliate Transactions. .......................  34
6.5      Capital Structure and Business ...................................  35
6.6      Guaranteed Indebtedness ..........................................  35
6.7      Liens ............................................................  35
6.8      Sale of Stock and Assets .........................................  35
6.9      ERISA ............................................................  36
6.10     Financial Covenants ..............................................  36
6.11     Hazardous Materials ..............................................  36
6.12     Sale-Leasebacks ..................................................  36
6.13     Cancellation of Indebtedness .....................................  37
6.14     Restricted Payments ..............................................  37
6.15     Change of Corporate Name or Location; Change of Fiscal Year ......  37
6.16     No Impairment of Upstreaming .....................................  37
6.17     Changes Relating to Senior Notes, Etc. ...........................  37
6.18     Eligible Trade L/Cs ..............................................  38

7.    TERM ................................................................  39

7.1      Termination ......................................................  39
7.2      Survival of Obligations Upon Termination of
         Financing Arrangements ...........................................  39

8.    EVENTS OF DEFAULT: RIGHTS AND REMEDIES ..............................  39

8.1      Events of Default ................................................  39
8.2      Remedies. ........................................................  41
8.3      Waivers by Credit Parties ........................................  42

9.    ASSIGNMENT AND PARTICIPATIONS; APPOINTMENT OF AGENT .................  43

9.1      Assignment and Participations. ...................................  43
9.2      Appointment of Agent .............................................  44
9.3      Agent's Reliance, Etc. ...........................................  45
9.4      GE Capital and Affiliates ........................................  45


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9.5      Lender Credit Decision ...........................................  46
9.6      Indemnification ..................................................  46
9.7      Successor Agent ..................................................  46
9.8      Setoff and Sharing of Payments ...................................  47
9.9      Advances; Payments; Information; Non-Funding Lender. .............  47

10.   SUCCESSORS AND ASSIGNS ..............................................  51

10.1     Successors and Assigns ...........................................  51

11.   MISCELLANEOUS .......................................................  51

11.1     Complete Agreement; Modification of Agreement ....................  51
11.2     Amendments and Waivers. ..........................................  51
11.3     Fees and Expenses ................................................  53
11.4     No Waiver ........................................................  54
11.5     Remedies .........................................................  54
11.6     Severability .....................................................  54
11.7     Conflict of Terms ................................................  54
11.8     Authorized Signature .............................................  54
11.9     GOVERNING LAW ....................................................  55
11.10    Notices ..........................................................  55
11.11    Section Titles ...................................................  56
11.12    Counterparts .....................................................  56
11.13    WAIVER OF JURY TRIAL .............................................  56
11.14    Press Releases ...................................................  56
11.15    Reinstatement ....................................................  57
11.16    Advice of Counsel ................................................  57
11.17    No Strict Construction ...........................................  57
11.18    Confidentiality ..................................................  57


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                         INDEX OF EXHIBITS AND SCHEDULES
                         -------------------------------

Schedule A (Recitals)        -  Definitions
Schedule B (Section 1.2)     -  Letters of Credit
Schedule C                   -  Intentionally Omitted
Schedule D                   -  Intentionally Omitted
Schedule E (Section 1.9)     -  Cash Management System
Schedule F (Section 2.1(b))  -  Schedule of Additional Closing Documents
Schedule G (Section 4.1(a))  -  Financial Statements and Projections - Reporting
Schedule H (Section 4.1(b))  -  Collateral Reports
Schedule I (Section 6y.10)   -  Financial Covenants
Schedule J (Section 11.10)   -  Notice Addresses

Schedule 1.1                 -  Responsible Individual
Schedule 2.1(e)              -  Distribution Center Leases
Schedule 3.2                 -  Executive Offices
Schedule 3.5                 -  Financial Statements
Schedule 3.6                 -  Real Estate and Leases
Schedule 3.7                 -  Labor Matters
Schedule 3.8                 -  Ventures, Subsidiaries and Affiliates;
                                Outstanding Stock
Schedule 3.11                -  Tax Matters
Schedule 3.12                -  ERISA Plans
Schedule 3.13                -  Litigation
Schedule 3.15                -  Intellectual Property
Schedule 3.17                -  Hazardous Materials
Schedule 3.18                -  Insurance
Schedule 3.19                -  Deposit and Disbursement Accounts
Schedule 3.20                -  Government Contracts
Schedule 3.22                -  Material Agreements
Schedule 5.1                 -  Trade Names
Schedule 6.3                 -  Indebtedness
Schedule 6.4(a)              -  Transactions with Affiliates
Schedule 6.7                 -  Existing Liens
Schedule 6.18                -  Form of Transportation Certificate
Schedule 11.8                -  Authorized Signatures

Exhibit 1.1(a)(i)            -  Form of Notice of Revolving Credit Advance
Exhibit 1.1(a)(ii)           -  Form of Revolving Note
Exhibit 1.1(b)(i)            -  Form of Term B Note
Exhibit 1.1(c)(i)            -  Form of Notice of Swing Line Advance
Exhibit 1.1(c)(ii)           -  Form of Swing Line Note
Exhibit 1.5(e)               -  Form of Notice of Conversion/Continuation
Exhibit 4.1(b)               -  Form of Borrowing Base Certificate
Exhibit 9.1(a)               -  Form of Assignment Agreement



                                       iv

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     This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (the "Agreement"), dated
as of April 23, 2002 among WILSONS LEATHER HOLDINGS INC., a Minnesota
corporation ("Borrower"), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation (in its individual capacity, "GE Capital"), for itself, as Lender,
as Term Lender, as Swing Line Lender and as Agent for Lenders, THE CIT
GROUP/BUSINESS CREDIT, INC., as documentation agent and as Lender, WELLS FARGO
RETAIL FINANCE LLC, as syndication agent and as Lender and the other Lenders
signatory hereto from time to time.

                                    RECITALS
                                    --------

     WHEREAS, Borrower and Agent, certain of the Lenders signatory hereto, and
the Credit Parties, are parties to a Credit Agreement dated as of May 25, 1996
(the "Initial Credit Agreement"), which was amended and restated by that certain
Amended and Restated Credit Agreement dated as of May 24, 1999, by that certain
Second Amended and Restated Credit Agreement dated as of October 31, 2000 and
subsequently by that certain Third Amended and Restated Credit Agreement dated
as of June 19, 2001 (as amended or otherwise modified prior to the date hereof,
the "Prior Credit Agreement"), pursuant to which the Agent and the other Lenders
party thereto provided to Borrower a Revolving Loan Commitment in the original
amount of $150,000,000, which amount was subsequently increased to $190,000,000;

     WHEREAS, pursuant to the Prior Credit Agreement Borrower has outstanding
certain Loans, Letters of Credit and Eligible Trade L/Cs (the "Prior Loans");

     WHEREAS, Borrower desires that the terms governing the outstanding Prior
Loans be amended and restated in accordance herewith;

     WHEREAS, Borrower and Lenders agree to decrease the prior revolving credit
facility to Borrower to One Hundred Eighty Million Dollars ($180,000,000), and
Lenders are willing to provide Borrower with Revolving Loan Commitments in that
amount upon the terms and conditions set forth herein;

     WHEREAS, Borrower desires that Lenders extend the Commitment Termination
Date until June 30, 2005, and Lenders are willing to extend the Commitment
Termination Date upon the terms and conditions set forth herein;

     WHEREAS, Borrower desires that Term Lender continue to provide the prior
term loan facility in the principal amount equal to Twenty Five Million Dollars
($25,000,000) (the "Term Loan B") and Term Lender is willing to continue to
provide Borrower with Term Loan B upon the terms and conditions set forth
herein;

     WHEREAS, to secure the Obligations, Borrower granted to Agent, for the
benefit of Agent and Lenders, a security interest in and lien upon all of its
existing and after-acquired personal property other than Equipment and Fixtures
as set forth in the previously executed Security Agreement and the Supplemental
Security Agreement. In addition, Borrower further secured the Obligations
(including, without limitation, the repayment of the Term Loan B and the
Revolving Loan) by granting to Agent, for the benefit of Agent and Lenders, a
first priority perfected lien and mortgage upon (i) certain real estate of
Bermans and Bentley consisting of two


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Distribution Centers (and the Proceeds thereof) pursuant to the Mortgages and
(ii) all of the Equipment of each Credit Party (and the Proceeds thereof), as
set forth in the Amended and Restated Security Agreement; and

     WHEREAS, capitalized terms used in this Agreement shall have the meanings
ascribed to them in Schedule A. All Schedules, Disclosure Schedules, Exhibits
and other attachments (collectively, "Appendices") hereto, or expressly
identified to this Agreement, are incorporated herein by reference, and taken
together, shall constitute but a single agreement. These Recitals shall be
construed as part of this Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, and for other good and valuable consideration, the
parties hereto agree as follows:

     1. AMOUNT AND TERMS OF CREDIT

     1.1 Credit Facilities.

     (a) Revolving Credit Facility.

          (i) Subject to the terms and conditions hereof, each Lender agrees to
     make available from time to time until the Commitment Termination Date its
     Pro Rata Share of advances (each, a "Revolving Credit Advance"). The
     obligations of each Lender hereunder shall be several and not joint. The
     aggregate amount of Revolving Credit Advances outstanding shall not exceed
     at any time the lesser of (A) the Maximum Amount less the sum of 100% of
     the Letter of Credit Obligations, 100% of the Eligible Trade L/C
     Obligations and 100% of the Swing Line Loan outstanding and (B) the
     Borrowing Base, less the sum of 100% of the Letter of Credit Obligations,
     100% of the Eligible Trade L/C Obligations and 100% of the Swing Line Loan
     outstanding at such time (such amount, subject to the limitations described
     in Section 1.1(a)(iv) hereof, "Borrowing Availability"). Furthermore, the
     Pro Rata Share of the Revolving Loan of any Lender shall not at any time
     exceed its separate Revolving Loan Commitment. Until the Commitment
     Termination Date, Borrower may from time to time borrow, repay and reborrow
     under this Section 1.1(a). Each Revolving Credit Advance shall be made on
     notice by Borrower to the representative of the Agent identified on
     Schedule 1.1 at the address specified thereon. Those notices must be given
     no later than (1) Noon (Chicago time) on the Business Day of the proposed
     Revolving Credit Advance, in the case of an Index Rate Loan, or (2) 10:00
     a.m. (Chicago time) on the date which is two (2) Business Days prior to the
     proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such
     notice (a "Notice of Revolving Credit Advance") must be substantially in
     the form of Exhibit 1.1(a)(i), and must specify the requested date, the
     amount and type of the requested Revolving Credit Advance, and such other
     information as may be required by Agent and must be given in writing (by
     telecopy or overnight courier) or by telephone confirmed immediately in
     writing. Revolving Credit Advances in the form of Index Rate Loans must be
     in a minimum amount of $100,000 and multiples of $10,000 in excess of such
     amount; minimum advances and integral multiples for LIBOR Loans are set
     forth in Section 1.5(e). In the case of a Revolving Credit Advance that is
     not to be funded by a Swing Line Advance, Agent shall promptly notify
     each Lender of the Notice of Revolving Credit Advance. Notwithstanding the
     foregoing, any Revolving Credit Advance to Borrower which is



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     to be used solely to repay the Swing Line Loan to Borrower may be in the
     aggregate principal amount of the Swing Line Loan even if less than the
     foregoing minimums. If Borrower desires to have the Revolving Loan bear
     interest by reference to a LIBOR Rate, it must comply with Section 1.5(e).

          (ii) Borrower shall execute and deliver to each Lender a promissory
     note to evidence the Revolving Loan and all Revolving Loan Notes
     outstanding under the Prior Credit Agreement shall thereupon cease to be of
     any force or effect. Each note shall be in the principal amount of the
     Revolving Loan Commitment of the applicable Lender, dated the Closing Date
     and substantially in the form of Exhibit 1.1(a)(ii) (each a "Revolving
     Note" and, collectively, the "Revolving Notes"). The Revolving Notes shall
     represent the obligation of Borrower to pay the amount of the Revolving
     Loan Commitment or, if less, the applicable Lender's Pro Rata Share of the
     aggregate unpaid principal amount of all Revolving Credit Advances made by
     the applicable Lender to Borrower together with interest thereon as
     prescribed in Section 1.5. The entire unpaid balance of the Revolving Loan
     and all other non-contingent Obligations shall be immediately due and
     payable in full in immediately available funds in Dollars on the Commitment
     Termination Date.

          (iii) In its discretion the Agent may (but shall have absolutely no
     obligation to) make Revolving Credit Advances to Borrower on behalf of the
     Lenders in amounts which cause the outstanding principal balance of the
     aggregate Revolving Credit Advances to exceed Borrowing Availability (any
     such excess Revolving Credit Advances are herein referred to collectively
     as "Overadvances"), and no such event or occurrence shall cause or
     constitute a waiver by Agent or Lenders of any Default or Event of Default
     that may result therefrom or of their right to refuse to make any further
     Overadvances, Revolving Credit Advances or Swing Line Advances or incur any
     Letter of Credit Obligations or Eligible Trade L/C Obligations at any time
     that an Overadvance exists or would result therefrom. In addition,
     Overadvances may be made even if the conditions to lending set forth in
     Section 2 have not been met. The authority of the Agent to make
     Overadvances is limited to an aggregate amount not to exceed an amount
     equal to three (3%) percent of the Revolving Loan Commitment of all Lenders
     at the time such Overadvance is to be made, shall not cause the sum of the
     Revolving Loan plus the Swing Line Loan to exceed the Maximum Amount, and
     may be revoked prospectively by a written notice to Agent signed by Lenders
     holding fifty-one percent (51%) or more of the Revolving Loan Commitments.
     The aggregate principal balance of all Overadvances shall bear interest at
     the Default Rate then applicable to Index Rate Loans. Each Overadvance
     shall be payable by Borrower as and when specified by Agent at the time
     that such Overadvance is made or, if not so specified by Agent, shall be
     payable on demand.

          (iv) Notwithstanding any provision to the contrary set forth herein,
     in no event and at no time shall the sum of the aggregate outstanding
     Revolving Loan plus the Swing Line Loan exceed the sum of (i) eighty five
     percent (85%) of the book value of Eligible Accounts, (ii) eighty five
     percent (85%) of the Inventory GOB Value and (iii) eighty five percent
     (85%) of the Trade L/C Inventory GOB Value (the "GOB Revolver Cap").
     Furthermore, notwithstanding any provision to contrary set forth herein, in
     no event and at no time shall the (iv) sum of the aggregate outstanding
     Revolving Loan plus the Swing Line Loan plus the outstanding principal
     balance of the Term Loan B exceed the sum of (i) ninety five percent (95%)
     (provided that at all times during the Fiscal Months of August, September
     and October of each year such



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     percentage shall be equal to one hundred percent (100%)) of the Inventory
     GOB Value, (ii) ninety five percent (95%) (provided that at all times
     during the Fiscal Months of August, September and October of each year such
     percentage shall be equal to one hundred percent (100%)) of the Trade L/C
     Inventory GOB Value and (iii) eighty five percent (85%) of the book value
     of Eligible Accounts (the "GOB Loans Cap").

     (b) Term Loan B.

          (i) Subject to the terms and conditions hereof, the Term Lender agrees
     to continue to provide a term loan (the "Term Loan B") which was previously
     made under the Prior Loan Agreement to Borrower in the original principal
     amount of the Term Loan B Commitment. The Term Loan B shall be evidenced by
     a promissory note substantially in the form of Exhibit 1.1(b)(i) (the "Term
     B Note") and Borrower shall execute and deliver the Term B Note to the Term
     Lender on the Closing Date, and thereupon all Term B Notes outstanding
     under the Prior Credit Agreement shall deemed to be replaced by such new
     notes. The Term B Note shall represent the obligation of Borrower to pay
     the amount of the Term Loan B, together with interest thereon as prescribed
     in Section 1.5.

          (ii) The aggregate outstanding principal balance of the Term Loan B
     shall be due and payable in full in immediately available funds on the
     Commitment Termination Date, if not sooner paid in full. No payment with
     respect to the Term Loan B may be reborrowed.

          (iii) Each payment of principal and each payment of interest with
     respect to the Term Loan B shall be paid to Agent for the benefit of the
     Term Lender.

     (c) Swing Line Facility.

          (i) Subject to the terms and conditions hereof, the Swing Line Lender
     agrees to make available from time to time until the Commitment Termination
     Date advances (each, a "Swing Line Advance"); provided that, except as set
     forth in Section 2.3, no Swing Line Advance may be made after the
     occurrence and during the continuance of an Event of Default unless such
     Swing Line Advance is approved by Requisite Lenders. The aggregate amount
     of Swing Line Advances outstanding shall not exceed the lesser of (A) the
     Swing Line Commitment and (B) the Borrowing Base less the sum of the
     outstanding balance of the Revolving Credit Advances, 100% of outstanding
     Letter of Credit Obligations and 100% of outstanding Eligible Trade L/C
     Obligations ("Swing Line Availability"). Until the Commitment Termination
     Date, Borrower may from time to time borrow, repay and reborrow under this
     Section 1.1(c). In order to minimize fluctuations in the Revolving Loan
     balance, it is intended that the Swing Line Loan shall be the first Loan
     borrowed and the first Loan repaid. Each Swing Line Advance shall be made
     on notice by Borrower to the representative of the Agent identified on
     Schedule 1.1 at the address specified thereon. Those notices must be given
     no later than Noon (Chicago time) on the Business Day of the proposed Swing
     Line Advance. Each such notice (a "Notice of Swing Line Advance") must be
     substantially in the form of Exhibit 1.1(c)(i), and must specify the
     requested date, the amount of the requested Swing Line Advance, and such
     other information as may be required by Agent or the Swing Line Lender and
     must be given in writing (by telecopy or overnight courier) or by telephone
     confirmed immediately in writing.


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<PAGE>

          (ii) Borrower shall execute and deliver to the Swing Line Lender a
     promissory note to evidence the Swing Line Loan, and thereupon the Swing
     Line Note outstanding under the Prior Credit Agreement shall deemed to be
     replaced by such new note. Such note shall be in the principal amount of
     the Swing Line Commitment of the Swing Line Lender, dated the Closing Date
     and substantially in the form of Exhibit 1.1(c)(ii) (the "Swing Line
     Note"). The Swing Line Note shall represent the obligation of Borrower to
     pay the amount of the Swing Line Commitment or, if less, the aggregate
     unpaid principal amount of all Swing Line Advances made to Borrower
     together with interest thereon as prescribed in Section 1.5. The entire
     unpaid balance of the Swing Line Loan and all other non-contingent
     Obligations shall be immediately due and payable in full in immediately
     available funds on the Commitment Termination Date if not sooner paid in
     full.

          (iii) Refunding of Swing Line Loans. The Swing Line Lender, at any
     time and from time to time in its sole and absolute discretion, but not
     less frequently than once weekly, shall on behalf of Borrower (and Borrower
     hereby irrevocably authorizes the Swing Line Lender to so act on its
     behalf) request by telephone or telecopy each Lender (including the Swing
     Line Lender) to make a Revolving Credit Advance to Borrower (which
     initially shall be an Index Rate Loan, but may be converted to a LIBOR
     Loan) in an amount equal to such Lender's Pro Rata Share of the principal
     amount of the Swing Line Loan (the "Refunded Swing Line Loan") outstanding
     on the date such notice is given. Unless any of the events described in
     Sections 8.1(h) or 8.l(i) shall have occurred (in which event the
     procedures of Section 1.1(c)(iv) shall apply) and regardless of whether the
     conditions precedent set forth in this Agreement to the making of a
     Revolving Credit Advance are then satisfied, each Revolving Lender shall
     disburse directly to Agent, its Pro Rata Share of a Revolving Credit
     Advance on behalf of the Swing Line Lender, prior to 1:00 p.m. (Chicago
     time), in immediately available funds on the Business Day that such notice
     is given. The proceeds of such Revolving Credit Advances shall be
     immediately applied to repay the Refunded Swing Line Loan.

          (iv) Participation in Swing Line Loans. If, prior to refunding a Swing
     Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii),
     one of the events described in Sections 8.1 (h) or 8.1(i) shall have
     occurred with respect to Borrower, then, subject to the provisions of
     Section 1.1(c)(v) below, each Lender will, on the date such Revolving
     Credit Advance was to have been made to Borrower, purchase from the Swing
     Line Lender an undivided participation interest in the Swing Line Loan in
     an amount equal to its Pro Rata Share of such Swing Line Loan. Upon
     request, each Lender will promptly transfer to the Swing Line Lender, in
     immediately available funds, the amount of its participation and upon
     receipt thereof the Swing Line Lender will deliver to such Lender a Swing
     Line Loan participation certificate, in form and substance reasonably
     satisfactory to Agent, dated the date of receipt of such funds and in such
     amount.

          (v) Lenders' Obligations Unconditional. Each Revolving Lender's
     obligation to make Revolving Credit Advances in accordance with Section
     1.1(c)(iii) and to purchase participating interests in accordance with
     Section 1.1(c)(iv) shall be absolute and unconditional and shall not be
     affected by any of the following circumstances: (A) any setoff,
     counterclaim, recoupment, defense or other right which such Lender may have
     against the Swing Line Lender, Borrower or any other Person for any reason
     whatsoever; (B) the occurrence or continuance of any Default or Event of
     Default; (C) any inability of Borrower to satisfy the


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<PAGE>

     conditions precedent to borrowing set forth in this Agreement on the date
     upon which such participating interest is to be purchased or (D) any other
     circumstance, happening or event whatsoever, whether or not similar to any
     of the foregoing. If any Revolving Lender does not make available to the
     Swing Line Lender the amount required pursuant to Section 1.1(c)(iii) or
     1.1(c)(iv), as the case may be, the Swing Line Lender shall be entitled to
     recover such amount on demand from such Lender, together with interest
     thereon for each day from the date of non-payment until such amount is paid
     in full at the federal funds rate for the first two Business Days and at
     the Index Rate thereafter.

     (d) Reliance on Notices. Agent shall be entitled to rely upon, and shall be
fully protected in relying upon, any Notice of Revolving Credit Advance, Notice
of Conversion/Continuation, Notice of Swing Line Advance or similar notice
believed by Agent to be genuine. Agent may assume that each Person executing and
delivering such a notice was duly authorized, unless the responsible individual
acting thereon for Agent has actual knowledge to the contrary.

     1.2 Letters of Credit. Subject to and in accordance with the terms and
conditions contained herein and in Schedule B, Borrower shall have the right to
request, and the Lenders agree to incur, Eligible Trade L/C Obligations and
Letter of Credit Obligations in respect of Borrower. The aggregate Letter of
Credit Obligations and Eligible Trade L/C Obligations outstanding at any time
shall not exceed as of any date of determination, the lesser of (A) $75,000,000
and (B) $180,000,000 less the then outstanding Revolving Credit Advances and
Swing Line Loan. In addition, the sum of 100% of the Letter of Credit
Obligations and 100% of outstanding Eligible Trade L/C Obligations shall not
exceed the Borrowing Base, less the then outstanding Revolving Credit Advances
and Swing Line Loan. The determination of availability described in the
preceding two sentences is herein referred to as "L/C Availability."

     1.3 Prepayment.

     (a) Subject to Section 1.1(a)(iii), if at any time Borrowing Availability
or L/C Availability is less than zero, Borrower shall immediately repay the
aggregate outstanding Revolving Credit Advances and Swing Line Advances (in such
order as shall minimize the aggregate of LIBOR breakage costs and the interest
costs on the Revolving Loan and/or Swing Line Loan that remains outstanding) to
the extent required to eliminate such deficit. If any deficit remains after
repayment in full of the aggregate outstanding Revolving Credit Advances and
Swing Line Advances, Borrower shall provide cash collateral for the Letter of
Credit Obligations and Eligible Trade L/C Obligations in the manner set forth in
Schedule B to the extent required to eliminate such deficit.

     (b) Except as set forth in Section 1.3(f) hereof, if Ultimate Parent issues
Stock, no later than the Business Day following the date of receipt of the
proceeds thereof, Borrower shall prepay the Loans (other than Term Loan B) in an
amount equal to such proceeds, net of underwriting discounts and commissions and
other reasonable costs paid to non-Affiliates in connection therewith. Any such
prepayment of Loans (other than Term Loan B) shall be applied in accordance with
clause (e) below.


                                       6

<PAGE>

     (c) Borrower may at any time on at least five (5) days' (fifteen (15) days'
in the case of prepayment in full of the Loans) prior written notice to Agent
voluntarily prepay all or part of the Revolving Loan and/or the Swing Line Loan
and permanently reduce or terminate the Revolving Loan Commitment or the Swing
Line Commitment, as applicable; provided that (a) any such prepayments or
reductions shall be in a minimum amount of $5,000,000 and integral multiples of
$250,000 in excess of such amount, (b) such voluntary prepayments or reductions
may be made or effected no more frequently than once per year following the
Closing Date, (c) any partial reduction of the Revolving Loan Commitment shall
result in a ratable reduction in the Swing Line Commitment, and (d) any partial
reduction of the Revolving Loan Commitment to $100,000,000 or less shall result
in a ratable reduction in the L/C Sublimit. Any such voluntary prepayment and
any such reduction or termination of the Revolving Loan Commitment must be
accompanied by the payment of any LIBOR funding breakage costs in accordance
with Section 1.13(b). Upon any such prepayment in full and termination in full
of the Revolving Loan Commitment and the Swing Line Commitment, Borrower's right
to request Revolving Credit Advances, request that Letter of Credit Obligations
or Eligible Trade L/C Obligations be incurred on its behalf, or request Swing
Line Advances shall simultaneously be permanently terminated.

     (d) Except as set forth in Section 1.3(f) hereof, in the event of the
receipt by any Credit Party of proceeds of any sale or other disposition of all
or any portion of the Term Collateral (or the receipt of insurance or
condemnation proceeds relating to such Term Collateral which have not been
applied to replacement or reconstruction as provided in Section 5.4(c) and the
Mortgages) then, at the option of the Term Lender, the amount equal to the net
proceeds of such sale or disposition (i) shall be applied to prepayment of Term
Loan B or the other Loans, in such order of application as the Term Lender shall
determine, or (ii) shall be released to Borrower. The Term Lender shall exercise
its option to direct application of such proceeds by notice to Borrower no later
than the later of (x) the date that the applicable proceeds are received by a
Credit Party or (y) thirty (30) days after the Term Lender receives written
notice of the event giving rise to such option, and Borrower shall make any
prepayment required hereby within two Business Days after receipt of such
notice.

     (e) Any prepayments made by Borrower pursuant to clause (b) above or
pursuant to Section 5.4(c) (unless otherwise set forth in this Section 1.3)
shall be applied in the following order of priority, in each instance until all
Obligations having a higher priority have been paid in full: first, to accrued
Fees and expenses reimbursable hereunder; second, to accrued interest on the
Swing Line Loan; third, to the principal balance of the Swing Line Loan; fourth,
to the accrued interest on the Index Rate Loans; fifth, to the principal balance
of the Index Rate Loans; sixth to accrued interest on the LIBOR Rate Loans;
seventh to the principal balance of the LIBOR Rate Loans; and eighth, if L/C
Availability is less than zero, to any Letter of Credit Obligations and Eligible
Trade L/C Obligations of Borrower to provide cash collateral therefor in the
manner set forth in Schedule B, until all such Letter of Credit Obligations and
Eligible Trade L/C Obligations have been cash collateralized to the extent so
required. If an Event of Default shall have occurred and be continuing, the
remainder of any such prepayments shall be applied to outstanding Obligations in
such order as Agent may deem appropriate, including the cash collateralization
of Letter of Credit Obligations and Eligible Trade L/C Obligations. Otherwise
the remainder of such prepayments shall be returned to Borrower. Neither the
Revolving Loan Commitment nor the Swing Line Commitment shall be permanently
reduced by


                                       7

<PAGE>

the amount of any prepayments applied to the Revolving Loan or the Swing Line
Loan pursuant to the foregoing.

     (f) Notwithstanding anything herein to the contrary, proceeds from (x) the
sale of equity by Ultimate Parent on or after April 10, 2002 and on or prior to
June 30, 2002 and (y) the sale or sale-leaseback of Bermans' Brooklyn Park,
Minnesota Distribution Center and/or Bentley's Miami, Florida Distribution
Center, in each case on or prior to June 30, 2002, shall be applied as follows:
(i) the first $20,000,000 of such proceeds shall be used to repay Advances (and
to the extent such Advances have been repaid, such proceeds may be retained by
the Borrower as working capital) and (ii) the amount in excess of $20,000,000
shall be applied first to repay principal and interest on Term Loan B and
thereafter in accordance with Section 1.3(e) hereof.

     1.4 Use of Proceeds. Borrower shall utilize the proceeds of the Revolving
Credit Advances, the Term Loan B and the Swing Line Advances solely for the
financing of Borrower's ordinary working capital needs, including Capital
Expenditures (but excluding in any event (a) the making of any Restricted
Payment not specifically permitted by Section 6.14) and (b) with respect to
proceeds of Revolving Loans, the making of any payments of the principal of (i)
Term Loan B and (ii) the Senior Notes (and any indebtedness permitted pursuant
to Section 6.3(d) hereof).

     1.5 Interest.

     (a) Borrower shall pay interest to Agent, for the ratable benefit of
Lenders, in arrears on each applicable Interest Payment Date, at the following
rates: (i) with respect to the Revolving Credit Advances bearing interest at the
Index Rate, at a per annum rate equal to the Index Rate plus the Applicable
Index Margin, or at the election of Borrower, at a per annum rate equal to the
applicable LIBOR Rate plus the Applicable LIBOR Margin, based on the aggregate
Revolving Credit Advances outstanding from time to time; (ii) with respect to
the Term Loan B, the Index Rate plus four percent (4%) per annum; and (iii) with
respect to the Swing Line Loan at a per annum rate equal to the Commercial Paper
Rate plus the Applicable Swing Line Margin.

     (b) If any payment on any Loan becomes due and payable on a day other than
a Business Day, the maturity thereof will be extended to the next succeeding
Business Day (except as set forth in the definition of LIBOR Period) and, with
respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension.

     (c) All computations of interest with respect to LIBOR Loans and the Swing
Line Loan shall be made by Agent on the basis of a three hundred sixty (360) day
year, for the actual number of days occurring in the period for which such
interest is payable. All computations of interest with respect to Index Rate
Loans, shall be made by Agent on the basis of a three hundred sixty-five (365)
day year for the actual number of days elapsed. The Index Rate shall be
determined each day based upon the Index Rate as in effect each day. Each
determination by Agent of an interest rate hereunder shall be conclusive, absent
manifest error.

     (d) So long as any Event of Default shall have occurred and be continuing,
and at the election of Agent (or upon the written request of Requisite Lenders)
after written


                                       8

<PAGE>

notice from Agent to Borrower, the interest rates applicable to the Revolving
Loan, the Term Loan B, the Swing Line Loan and the Letter of Credit Fees shall
be increased by two percentage points (2%) per annum above the rate of interest
or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and
all outstanding Obligations shall bear interest at the Default Rate applicable
to such Obligations. If such notice is issued, interest and Letter of Credit
Fees at the Default Rate shall accrue from the initial date of such Event of
Default for so long as that Event of Default shall continue and shall be payable
upon demand.

     (e) So long as no Default or Event of Default shall have occurred and be
continuing, Borrower shall have the option to (i) request that any Revolving
Credit Advance (other than an Overadvance) be made as a LIBOR Loan, (ii) convert
at any time all or any part of outstanding Revolving Credit Advances (including
a Refunded Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert
any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs
in accordance with Section 1.13(b) if such conversion is made prior to the
expiration of the LIBOR Period applicable thereto, or (iv) continue all or any
portion of any LIBOR Loan as a LIBOR Loan upon the expiration of the applicable
LIBOR Period and the succeeding LIBOR Period of that continued Loan shall
commence on the last day of the LIBOR Period of the Loan to be continued. Any
Loan to be made or continued as, or converted into, a LIBOR Loan must be in a
minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of
such amount. Any such election must be made by 10:00 a.m. (Chicago time) on the
second (2nd) Business Day prior to (1) the date of any proposed Advance which is
to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with
respect to any LIBOR Loans to be continued as such, or (3) the date on which
Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR
Period designated by Borrower in such election. If no election is received with
respect to a LIBOR Loan by 10:00 a.m. (Chicago time) on the second (2nd)
Business Day prior to the end of the LIBOR Period with respect thereto (or if a
Default or an Event of Default shall have occurred and be continuing), that
LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR
Period. Borrower must make such election by notice to Agent in writing, by
telecopy or overnight courier. In the case of any conversion or continuation,
such election must be made pursuant to a written notice (a "Notice of
Conversion/Continuation") in the form of Exhibit 1.5(e). Borrower shall not be
entitled to request or continue any Revolving Loan as, or convert any Revolving
Loan into, a LIBOR Loan unless at the time of such request, conversion or
continuation, the aggregate outstanding principal balance of the Revolving
Credit Advances plus the amount of the Swing Line Advances equals or exceeds
$5,000,000. Not more than ten (10) LIBOR Loans shall be outstanding at any time.

     (f) Notwithstanding anything to the contrary set forth in this Section 1.5,
if a court of competent jurisdiction determines in a final order that the rate
of interest payable hereunder exceeds the highest rate of interest permissible
under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate
would be so exceeded, the rate of interest payable hereunder shall be equal to
the Maximum Lawful Rate; provided, however, that if at any time thereafter the
rate of interest payable hereunder is less than the Maximum Lawful Rate,
Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate
until such time as the total interest received by Agent, on behalf of Lenders,
is equal to the total interest which would have been received had the interest
rate payable hereunder been (but for the operation of this paragraph) the
interest rate payable since the Closing Date as otherwise provided in this


                                       9

<PAGE>

Agreement. Thereafter, the interest rate payable hereunder shall be the rate(s)
of interest provided in Sections 1.5(a) through (e) above, unless and until the
rate of interest again exceeds the Maximum Lawful Rate, and at that time this
paragraph shall again apply. In no event shall the total interest received by
any Lender pursuant to the terms hereof exceed the amount which such Lender
could lawfully have received had the interest due hereunder been calculated for
the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is
calculated pursuant to this paragraph, such interest shall be calculated at a
daily rate equal to the Maximum Lawful Rate divided by the number of days in the
year in which such calculation is made. If, notwithstanding the provisions of
this Section 1.5(f), a court of competent jurisdiction shall finally determine
that a Lender has received interest hereunder in excess of the Maximum Lawful
Rate, Agent shall, to the extent permitted by applicable law, promptly apply
such excess in the order specified in Section 1.11 and thereafter shall refund
any excess to Borrower or as a court of competent jurisdiction may otherwise
order.

     1.6 Applicable Margins. The Applicable Swing Line Margin, Applicable Index
Margin, Applicable LIBOR Margin and Applicable L/C Margin will be 2.75%, 1.50%,
2.75% and 2.25%, respectively and shall not be subject to adjustment.

     1.7 [Intentionally Deleted].

     1.8 Cash Management Systems. Borrower will maintain its existing cash
management systems as described on Schedule E (the "Cash Management Systems").

     1.9 Fees.

     (a) Borrower shall pay to GE Capital, individually, the Fees specified in
the GE Capital Fee Letter at the times specified for payment therein and
Borrower shall pay to Agent for the benefit of certain Lenders the Fees
specified in the Revolver Fee Letter at the times specified for payment therein.

     (b) As additional compensation for the Lenders having Revolving Loan
Commitments, Borrower agrees to pay to Agent, for the ratable benefit of such
Lenders, in arrears, on the first Business Day of each month prior to the
Commitment Termination Date and on the Commitment Termination Date, a fee for
Borrower's non-use of funds (the "Non-Use Fee") in an amount equal to 0.375% per
annum (calculated on the basis of a 360 day year for actual days elapsed) of the
difference between (x) the Maximum Amount (as it may be reduced from time to
time) and (y) the average for the period of the daily closing balances of the
Revolving Loan and the Swing Line Loan outstanding during the period for which
the Non-Use Fee is due.

     1.10 Receipt of Payments. Payments in the form of immediately available
funds received in Agent's Collection Account before 2:00 p.m. (Chicago time) on
any Business Day will be applied against the Obligations on that day. Payments
received after 2:00 p.m. (Chicago time) on any Business Day shall be deemed to
have been received on the next Business Day.


                                       10

<PAGE>

     1.11 Application and Allocation of Payments.

     (a) Borrower hereby irrevocably waives as to all payments from and after
the Commitment Termination Date, the right to direct the application of such
payments received from or on behalf of Borrower, and Borrower hereby irrevocably
agrees that Agent shall have the continuing exclusive right to apply any and all
such payments against the Obligations as Agent may deem advisable
notwithstanding any previous entry by Agent in the Loan Account or any other
books and records. Subject to Section 8.2, in the absence of a specific
determination by Agent with respect thereto after the Commitment Termination
Date and in all other instances (except as otherwise expressly provided herein),
payments shall be applied in the following order of priority, in each instance
until all Obligations having a higher priority have been paid in full: (1) to
Fees and Agent's expenses reimbursable hereunder; (2) to accrued interest on the
Swing Line Loan; (3) to the outstanding principal balance of the Swing Line
Loan; (4) to accrued interest on the Revolving Loans that are Index Rate Loans;
(5) to the principal balance of the Revolving Loans that are Index Rate Loans;
(6) to accrued interest on the Revolving Loans that are LIBOR Rate Loans; (7) to
the principal balance of the Revolving Loans that are LIBOR Rate Loans; (8) if
the Commitment Termination Date has occurred or if L/C Availability is less than
zero, to cash collateralize Letter of Credit Obligations and Eligible Trade L/C
Obligations in the manner described in Schedule B, (9) to interest on the Term
Loan B, (10) to the principal of the Term Loan B and (11) to all other
Obligations then due and payable including expenses of Lenders reimbursable
under Section 11.3.

     (b) Agent is authorized to, and at its sole election may, charge to the
Swing Line Loan to the extent such charge would not cause the Swing Line Loan
balance to exceed the Swing Line Commitment and then to the Revolving Loan
balance on behalf of Borrower and cause to be paid all Fees, expenses, Charges,
costs (including insurance premiums in accordance with Section 5.4(a)) and
interest owing by Borrower under this Agreement or any of the other Loan
Documents if and to the extent Borrower fails to promptly pay any such amounts
within three (3) Business Days after the date on which such payment is due, even
if such charges would cause the Revolving Loan to exceed Borrowing Availability.
At Agent's option and to the extent permitted by law, any charges so made shall
constitute part of the Swing Line Loan or Revolving Loan hereunder.

     (c) If a Default or an Event of Default has occurred and is continuing, in
addition to any other right or remedy, and without implying any obligation to
continue to make Loans and Advances, Agent may in its sole and absolute
discretion, impose a Reserve against Borrowing Availability for interest, Fees
and expenses due and payable or which will become due and payable hereunder on
the next respective payment dates therefor.

     (d) Subject to Section 1.11(a) above, if Borrower pays less than all of the
interest due hereunder on any Interest Payment Date, Agent shall apply such
partial payment ratably to all interest then due hereunder.

     1.12 Loan Account and Accounting. Agent shall maintain a loan account (the
"Loan Account") on its books to record: (a) all Advances and the Term Loan B (b)
all payments made by Borrower, and (c) all other debits and credits as provided
in this Agreement with respect to the Loans or any other Obligations. All
entries in the Loan Account shall be made in


                                       11

<PAGE>

accordance with Agent's customary accounting practices as in effect from time to
time. The balance in the Loan Account, as recorded on Agent's most recent
printout or other written statement, shall be presumptive evidence of the
amounts due and owing to Agent and Lenders by Borrower; provided that any
failure to so record or any error in so recording shall not limit or otherwise
affect Borrower's duty to pay the Obligations. Agent shall render to Borrower a
monthly accounting of transactions with respect to the Loans setting forth the
balance of the Loan Account. Unless Borrower notifies Agent in writing of any
objection to any such accounting (specifically describing the basis for such
objection), within thirty (30) days after the date thereof, each and every such
accounting shall (absent manifest error) be deemed final, binding and conclusive
upon Borrower in all respects as to all matters reflected therein. Only those
items expressly objected to in such notice shall be deemed to be disputed by
Borrower.

     1.13 Indemnity.

     (a) Borrower shall indemnify and hold harmless each of Agent, Lenders and
their respective Affiliates, and each such Person's respective officers,
directors, employees, attorneys, agents and representatives (each, an
"Indemnified Person"), from and against any and all suits, actions, proceedings,
claims, damages, losses, liabilities and expenses (including attorneys' fees and
disbursements and other costs of investigation or defense, including those
incurred upon any appeal) which may be instituted or asserted against or
incurred by any such Indemnified Person as the result of credit having been
extended, suspended or terminated under this Agreement and the other Loan
Documents, and in connection with or arising out of the transactions
contemplated hereunder and thereunder and any actions or failures to act in
connection therewith, including any and all Environmental Liabilities and Costs
and legal costs and expenses arising out of or incurred in connection with
disputes between or among any parties to any of the Loan Documents; provided,
that Borrower shall not be liable for any indemnification to an Indemnified
Person to the extent that any such suit, action, proceeding, claim, damage,
loss, liability or expense results solely from that Indemnified Person's gross
negligence or willful misconduct, as finally determined by a court of competent
jurisdiction. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE To ANY OTHER
PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY
OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERiVATIVELY THROUGH SUCH
PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE
ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED
UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACtiON CONTEMPLATED
HEREUNDER OR THEREUNDER.

     (b) To induce Lenders to provide the LIBOR Rate option on the terms
provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to
the last day of any applicable LIBOR Period (whether that repayment is made
pursuant to any provision of this Agreement or any other Loan Document or is the
result of acceleration, by operation of law or otherwise); (ii) Borrower shall
default in payment when due of the principal amount of or interest on any LIBOR
Loan; (iii) Borrower shall default in making any borrowing of, conversion into
or continuation of LIBOR Loans after Borrower has given notice requesting the
same in accordance herewith; or (iv) Borrower shall fail to make any prepayment
of a LIBOR Loan after Borrower has given a notice thereof in accordance
herewith, Borrower shall


                                       12

<PAGE>

indemnify and hold harmless each Lender from and against all losses, costs and
expenses resulting from or arising from any of the foregoing. Such
indemnification shall include, without limitation, any loss (including, without
limitation, loss of margin) or expense arising from the reemployment of funds
obtained by it or from fees payable to terminate deposits from which such funds
were obtained. For the purpose of calculating amounts payable to a Lender under
this subsection, each Lender shall be deemed to have actually funded its
relevant LIBOR Loan through the purchase of a deposit bearing interest at the
LIBOR Rate in an amount equal to the amount of that LIBOR Loan and having a
maturity comparable to the relevant Interest Period; provided, however, that
each Lender may fund each of its LIBOR Loans in any manner it sees fit, and the
foregoing assumption shall be utilized only for the calculation of amounts
payable under this subsection. This covenant shall survive the termination of
this Agreement and the payment of the Notes and all other amounts payable
hereunder. As promptly as practicable under the circumstances, each Lender shall
provide Borrower and Agent with its written calculation of all amounts payable
pursuant to this Section 1.13(b), and such calculation shall be binding on the
parties hereto unless Borrower shall object in writing within ten (10) Business
Days of receipt thereof, specifying the basis for such objection in detail. All
amounts payable pursuant to this Section 1.13(b) shall be made payable to Agent
for the benefit of the requesting Lender and shall then be funded by Agent to
such Lender.

     1.14 Access.

     (a) Borrower shall, and in accordance with the Guaranties, shall cause each
other Credit Party who is a signatory thereto to, during normal business hours,
from time to time upon one (1) Business Day's prior notice as frequently as
Agent reasonably determines to be appropriate: (a) provide Agent and any of its
officers, employees and agents access to its properties, facilities, advisors
and employees (including officers) of each Credit Party and to the Collateral,
(b) permit Agent, and any of its officers, employees and agents, to inspect,
audit and make extracts from any Credit Party's books and records, and (c)
permit Agent, and its officers, employees and agents, to inspect, review and
evaluate the Accounts, Inventory and other Collateral of any Credit Party;
provided, that Agent may perform Collateral audits at least twice in each Fiscal
Year (and, unless an Event of Default has occurred and is continuing, Agent
shall use good faith efforts to provide at least five (5) Business Days' notice
of such audit, which notice shall include a summary of the procedures to be
followed in such audit). If a Default or Event of Default shall have occurred
and be continuing, Borrower, Ultimate Parent, First Intermediate Parent, Second
Intermediate Parent and Third Intermediate Parent shall provide such access at
all times and without advance notice. Borrower, Ultimate Parent, First
Intermediate Parent, Second Intermediate Parent and Third Intermediate Parent
shall make available to Agent and its counsel, as quickly as is possible under
the circumstances, originals or copies of all books and records which Agent may
request. Borrower, Ultimate Parent, First Intermediate Parent, Second
Intermediate Parent and Third Intermediate Parent shall deliver any document or
instrument necessary for Agent, as it may from time to time request, to obtain
records from any service bureau or other Person which maintains records for the
Credit Parties. Borrower, Ultimate Parent, First Intermediate Parent, Second
Intermediate Parent and Third Intermediate Parent shall maintain duplicate
records or supporting documentation on media, including computer tapes and discs
owned by Borrower, Ultimate Parent, First Intermediate Parent, Second
Intermediate Parent and Third Intermediate Parent.


                                       13

<PAGE>

     (b) Borrower shall pay Agent a Fee of $700 per day per individual (plus all
out-of-pocket costs and expenses) in connection with Agent's field examinations
permitted under Section 1.14(a) above and Section 4(c) of the Amended and
Restated Security Agreement, including the cost of verifying Eligible In-Transit
Inventory in the possession of Approved Shippers (and no additional costs for
such field examinations shall be payable pursuant to Section 11.3); provided
that such Fees and expenses shall not be reimbursable by Borrower with respect
to more than two field examinations during any period of twelve consecutive
months unless an Event of Default shall have occurred and be continuing at the
time of those field examinations that exceed two during any period of twelve
consecutive months.

     1.15 Taxes.

     (a) Any and all payments by Borrower hereunder or under the Notes shall be
made, in accordance with this Section 1.15, free and clear of and without
deduction for any and all present or future Taxes. Except as provided in Section
1.16(d), if Borrower shall be required by law to deduct any Taxes from or in
respect of any sum payable hereunder or under the Notes, (i) the sum payable
shall be increased as much as shall be necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 1.15) Agent or Lenders, as applicable, receive an amount
equal to the sum they would have received had no such deductions been made, (ii)
Borrower shall make such deductions, and (iii) Borrower shall pay the full
amount deducted to the relevant taxing or other authority in accordance with
applicable law. Within thirty (30) days after the date of any payment of Taxes,
Borrower shall furnish to Agent the original or a certified copy of a receipt
evidencing payment thereof.

     (b) Borrower shall indemnify and, within ten (10) days of demand therefor,
pay, Agent and each Lender for the full amount of Taxes (including any Taxes
imposed by any jurisdiction on amounts payable under this Section 1.15) paid by
Agent or such Lender, as appropriate, and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, whether or not
such Taxes were correctly or legally asserted.

     1.16 Capital Adequacy: Increased Costs: Illegality.

     (a) If any Lender shall have determined that the adoption after the date
hereof of any law, treaty, governmental (or quasi-governmental) rule,
regulation, guideline or order regarding capital adequacy, reserve requirements
or similar requirements or compliance by any Lender with any request or
directive regarding capital adequacy, reserve requirements or similar
requirements (whether or not having the force of law) from any central bank or
other Governmental Authority increases or would have the effect of increasing
the amount of capital, reserves or other funds required to be maintained by such
Lender and thereby reducing the rate of return on such Lender's capital as a
consequence of its obligations hereunder, then Borrower shall from time to time
upon demand by such Lender (with a copy of such demand to Agent) pay to Agent,
for the account of such Lender, additional amounts sufficient to compensate such
Lender for such reduction. A certificate as to the amount of that reduction and
showing the basis of the computation thereof submitted by such Lender to
Borrower and to Agent shall, absent manifest error, be final, conclusive and
binding for all purposes.


                                       14

<PAGE>

     (b) If, due to either (i) the introduction of or any change in any law or
regulation (or any change in the interpretation thereof) or (ii) the compliance
with any guideline or request from any central bank or other Governmental
Authority (whether or not having the force of law), there shall be any increase
in the cost to any Lender of agreeing to make or making, funding or maintaining
any Loan, then Borrower shall from time to time, upon demand by such Lender
(with a copy of such demand to Agent), pay to Agent for the account of such
Lender additional amounts sufficient to compensate such Lender for such
increased cost. A certificate as to the amount of such increased cost, submitted
to Borrower and to Agent by such Lender, shall be conclusive and binding on
Borrower for all purposes, absent manifest error. Each Lender agrees that, as
promptly as practicable after it becomes aware of any circumstances referred to
above which would result in any such increased cost, the affected Lender shall,
to the extent not inconsistent with such Lender's internal policies of general
application, use reasonable commercial efforts to minimize costs and expenses
incurred by it and payable to it by Borrower pursuant to this Section 1.16(b).

     (c) Notwithstanding anything to the contrary contained herein, if the
introduction of or any change in any law or regulation (or any change in the
interpretation thereof) shall make it unlawful, or any central bank or other
Governmental Authority shall assert that it is unlawful, for any Lender to agree
to make or to make or to continue to fund or maintain any LIBOR Loan, then,
unless that Lender is able to make or to continue to fund or to maintain such
LIBOR Loan at another branch or office of that Lender without, in that Lender's
opinion, adversely affecting it or its Loans or the income obtained therefrom,
on notice thereof and demand therefor by such Lender to Borrower through Agent,
(i) the obligation of such Lender to agree to make or to make or to continue to
fund or maintain LIBOR Loans shall terminate and (ii) Borrower shall forthwith
prepay in full all outstanding LIBOR Loans owing by Borrower to such Lender,
together with interest accrued thereon (but without LIBOR breakage costs),
unless Borrower, within five (5) Business Days after the delivery of such notice
and demand, converts all such Loans into a Loan bearing interest based on the
Index Rate (which conversion shall be without LIBOR breakage costs).

     (d) Foreign Lenders. Each Lender organized under the laws of a jurisdiction
outside the United States (a "Foreign Lender") as to which payments to be made
under this Agreement or under the Notes are exempt from United States
withholding tax under an applicable statute or tax treaty shall provide to
Borrower and Agent a properly completed and executed IRS Form 4224 or Form 1001
or other applicable form, certificate or document prescribed by the IRS or the
United States certifying as to such Foreign Lender's entitlement to such
exemption (a "Certificate of Exemption"). Prior to becoming a Lender under this
Agreement and within fifteen (15) days after a reasonable written request of
Agent or Borrower from time to time thereafter, each Foreign Lender that becomes
a Lender under this Agreement shall provide a Certificate of Exemption to
Borrower and Agent. No Person may become a Lender hereunder if such Person is
unable to deliver a Certificate of Exemption. If a Foreign Lender does not
provide a Certificate of Exemption to Agent and Borrower within the time periods
set forth above, Borrower shall withhold taxes from payments to such Foreign
Lender at the applicable statutory rate and Borrower shall not be required to
pay any additional amounts as a result of such withholding; provided, that all
such withholding shall cease upon delivery by such Foreign Lender of a
Certificate of Exemption to Agent and Borrower.


                                       15

<PAGE>

     (e) Replacement of Lender in Respect of Increased Costs. Within fifteen
(15) days after receipt by Borrower of written notice and demand from any Lender
or a participant that has purchased a participation from such Lender (an
"Affected Lender") for payment of taxes, additional amounts or increased costs
as provided in Section 1.15 or Section 1.16(a) or (b), Borrower may, at its
option, notify Agent and such Affected Lender of its intention to replace the
Affected Lender as follows: So long as no Default or Event of Default shall have
occurred and be continuing, Borrower, with the consent of Agent, may obtain, at
Borrower's expense, a replacement Lender ("Replacement Lender") for the Affected
Lender, which Replacement Lender must be reasonably satisfactory to Agent. If
Borrower obtains a Replacement Lender within ninety (90) days following notice
of its intention to do so, the Affected Lender must sell and assign its Loans
and Revolving Loan Commitments to such Replacement Lender provided that Borrower
reimbursed such Affected Lender for the additional amounts or increased costs
that it is entitled to receive under this Agreement through the date of such
sale and assignment.

     Notwithstanding the foregoing, Borrower shall not have the right to obtain
a Replacement Lender, if the Affected Lender rescinds its demand for increased
costs or additional amounts within fifteen (15) days following its receipt of
Borrower's notice of intention to replace such Affected Lender. Furthermore, if
Borrower gives a notice of intention to replace and does not so replace such
Affected Lender within ninety (90) days thereafter, Borrower's rights under this
Section 1.16(e) shall terminate and Borrower shall promptly pay all increased
costs or additional amounts demanded by such Affected Lender pursuant to
Sections 1.15, 1.16(a) and (b).

     1.17 Single Loan. All Loans to Borrower and all of the other Obligations of
Borrower arising under this Agreement and the other Loan Documents shall
constitute one general obligation of Borrower and Guarantors secured, until the
Termination Date, by all of the Collateral.

     1.18 Effect On Prior Loans; Prior Credit Agreement. The Borrower ratifies
and confirms that the obligations of the Borrower under the Prior Credit
Agreement immediately prior to the effectiveness of this Agreement shall
constitute obligations under this Agreement and the Borrower agrees and
acknowledges that it does not have any defense or set off against any or all of
such obligations. The Prior Loans and Liens securing payment thereof shall in
all respects be continuing, and this Agreement shall not be deemed to evidence
or result in a novation or repayment and reborrowing of the Prior Loans. This
Agreement shall supersede the Prior Credit Agreement. From and after the Closing
Date, this Agreement shall govern the terms of the Prior Loans. To the extent
not replaced by Loan Documents dated as of the Closing Date, Loan Documents
executed in connection with the Prior Credit Agreement or the Initial Credit
Agreement (other than any such Loan Document that is specifically terminated by
the parties thereto) shall continue to be effective, and all references in those
prior Loan Documents to the "Credit Agreement" shall be deemed to refer to this
Agreement without further amendment thereof.

     1.19 Eligible Inventory-Apparel. "Eligible Inventory-Apparel" shall mean
all of the Inventory- Apparel owned by the Borrower (including, without
duplication, Eligible In-Transit Inventory that shall, merely upon delivery to
Borrower, otherwise satisfy all applicable criteria (other than as set forth in
clauses (b) and (c) of this Section 1.19) required for an item to


                                       16

<PAGE>

constitute Eligible Inventory-Apparel) and reflected in the most recent
Borrowing Base Certificate delivered by Borrower to Agent, except any
Inventory-Apparel to which any of the exclusionary criteria set forth below
applies. Agent shall have the right to establish, modify, or eliminate Reserves
against Eligible Inventory-Apparel from time to time in its reasonable credit
judgment. In addition, Agent reserves the right, at any time and from time to
time after the Closing Date, to adjust any of the criteria set forth below, to
establish new criteria and to adjust advance rates with respect to Eligible
Inventory-Apparel in its reasonable credit judgment, subject to the approval of
Requisite Lenders in the case of adjustments or new criteria or changes in
advance rates or the elimination of Reserves which have the effect of making
more credit available. Eligible Inventory-Apparel shall not include any
Inventory-Apparel of Borrower that:

     (a) is not owned by Borrower free and clear of all Liens and rights of any
other Person (including the rights of a purchaser that has made progress
payments and the rights of a surety that has issued a bond to assure Borrower's
performance with respect to that Inventory), except the Liens in favor of Agent,
on behalf of itself and Lenders;

     (b) (i) is not located on domestic premises owned, leased or rented by
Borrower or a Store Guarantor set forth in Disclosure Schedule (3.2) or (ii) is
stored at a leased location other than a Store located in the United States,
unless Agent has given its prior consent thereto and unless (x) a reasonably
satisfactory landlord waiver has been delivered to Agent, or (y) Reserves
satisfactory to Agent have been established with respect thereto, (iii) is
stored with a bailee or warehouseman unless a reasonably satisfactory,
acknowledged bailee letter has been received by Agent or Reserves reasonably
satisfactory to Agent have been established with respect thereto, or (iv) is
located at an owned location subject to a mortgage in favor of a lender other
than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered
to Agent, or (v) is located at any site (other than a Seasonal Store) if the
aggregate book value of Inventory-Apparel at any such location is less than
$50,000;

     (c) is placed on consignment with any Person that is not a Store Guarantor
or is in transit, except for Inventory-Apparel in transit between domestic
locations of Credit Parties as to which Agent's Liens have been perfected at
origin and destination;

     (d) is covered by a negotiable document of title, unless such document has
been delivered to Agent with all necessary endorsements, free and clear of all
Liens except those in favor of Agent and Lenders;

     (e) is excess, obsolete, unsalable, shopworn, seconds, damaged or unfit for
sale;

     (f) consists of display items or packing or shipping materials,
manufacturing supplies, work-in-process Inventory-Apparel or replacement parts;

     (g) is not of a type held for sale in the ordinary course of Borrower's
business (including repair, promotional, sample, discontinued, closeout, special
order and layaway items);

     (h) is not subject to a first priority lien in favor of Agent on behalf of
itself and Lenders subject to Permitted Encumbrances;


                                       17

<PAGE>

     (i) breaches any of the representations or warranties pertaining to
Inventory-Apparel set forth in the Loan Documents;

     (j) consists of Hazardous Materials or goods that can be transported or
sold only with licenses that are not readily available;

     (k) is not covered by casualty insurance reasonably acceptable to Agent; or

     (l) is otherwise unacceptable to Agent in its reasonable credit judgment.

     1.20 Eligible Inventory-Luggage. "Eligible Inventory-Luggage" shall mean
all of the Inventory- Luggage owned by the Borrower (including, without
duplication, Eligible In-Transit Inventory that shall, merely upon delivery to
Borrower, otherwise satisfy all applicable criteria (other than as set forth in
clauses (b) and (c) of this Section 1.20) required for an item to constitute
Eligible Inventory-Luggage) and reflected in the most recent Borrowing Base
Certificate delivered by Borrower to Agent, except any Inventory-Luggage to
which any of the exclusionary criteria set forth below applies. Agent shall have
the right to establish, modify, or eliminate Reserves against Eligible
Inventory-Luggage from time to time in its reasonable credit judgment. In
addition, Agent reserves the right, at any time and from time to time after the
Closing Date, to adjust any of the criteria set forth below, to establish new
criteria and to adjust advance rates with respect to Eligible Inventory-Luggage
in its reasonable credit judgment, subject to the approval of Requisite Lenders
in the case of adjustments or new criteria or changes in advance rates or the
elimination of Reserves which have the effect of making more credit available.
Eligible Inventory-Luggage shall not include any Inventory-Luggage of Borrower
that:

     (a) is not owned by Borrower free and clear of all Liens and rights of any
other Person (including the rights of a purchaser that has made progress
payments and the rights of a surety that has issued a bond to assure Borrower's
performance with respect to that Inventory-Luggage), except the Liens in favor
of Agent, on behalf of itself and Lenders;

     (b) (i) is not located on domestic premises owned, leased or rented by
Borrower or a Store Guarantor set forth in Disclosure Schedule (3.2) or (ii) is
stored at a leased location other than a Store located in the United States,
unless Agent has given its prior consent thereto and unless (x) a reasonably
satisfactory landlord waiver has been delivered to Agent, or (y) Reserves
satisfactory to Agent have been established with respect thereto, (iii) is
stored with a bailee or warehouseman unless a reasonably satisfactory,
acknowledged bailee letter has been received by Agent or Reserves reasonably
satisfactory to Agent have been established with respect thereto, (iv) is
located at an owned location subject to a mortgage in favor of a lender other
than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered
to Agent or (v) is located at any site (other than a Seasonal Store) if the
aggregate book value of Inventory-Luggage at any such location is less than
$50,000.

     (c) is placed on consignment with any Person that is not a Store Guarantor
or is in transit, except for Inventory-Luggage in transit between domestic
locations of Credit Parties to which Agent's Liens have been perfected at origin
and destination;


                                       18

<PAGE>

     (d) is covered by a negotiable document of title, unless such document has
been delivered to Agent with all necessary endorsements, free and clear of all
Liens except those in favor of Agent and Lenders;

     (e) is excess, obsolete, unsalable, shopworn, seconds, damaged or unfit for
sale;

     (f) consists of display items or packing or shipping materials,
manufacturing supplies, work-in-process Inventory-Luggage or replacement parts;

     (g) is not of a type held for sale in the ordinary course of Borrower's
business (including repair, promotional, sample, discontinued, closeout, special
order and layaway items);

     (h) is not subject to a first priority lien in favor of Agent on behalf of
itself and Lenders subject to Permitted Encumbrances;

     (i) breaches any of the representations or warranties pertaining to
Inventory-Luggage set forth in the Loan Documents;

     (j) consists of Hazardous Materials or goods that can be transported or
sold only with licenses that are not readily available;

     (k) is not covered by casualty insurance reasonably acceptable to Agent; or

     (l) is otherwise unacceptable to Agent in its reasonable credit judgment.

     1.21 Eligible In-Transit Inventory. "Eligible In-Transit Inventory" shall
mean all of the In-Transit Inventory owned by the Borrower and reflected on
Borrower's monthly general ledger as In-Transit Inventory and reflected in the
most recent Borrowing Base Certificate as part of Eligible Inventory-Apparel and
Eligible Inventory-Luggage delivered by Borrower to Agent, except any In-Transit
Inventory to which any of the exclusionary criteria set forth below applies.
Eligible In-Transit Inventory shall not include any finished goods:

     (a) that are not in the possession of an Approved Shipper under contract
with Borrower and in which Borrower has good title;

     (b) as to which Agent for the benefit of Lenders does not have a first
priority security interest through constructive possession by means of a bailee
agreement with an Approved Shipper;

     (c) which have not been accepted by Borrower (F.O.B. shipping point) as
conforming goods or as to which the L/C Issuer has not received an inspection
certificate signed by Borrower's agent or employee;

     (d) which are not fully insured against loss under insurance naming Agent
as loss payee for the benefit of Lenders;


                                       19

<PAGE>

     (e) as to which the purchase price has not been paid by a draw under a
corresponding Eligible Trade L/C or otherwise; and

     (f) as to which Borrower has not been named as consignee on bills of lading
or other Documents.

     1.22 Eligible Accounts. For the purposes of this Agreement "Eligible
Accounts" shall mean and include all Accounts consisting of credit card
receivables owing by American Express or credit card issuers with respect to
VISA, Discover, Master Card and other nationally recognized credit cards,
subject to Reserves for set-offs imposed by Agent in its reasonable credit
judgment.

     1.23 Eligible Trade L/Cs. For the purposes of this Agreement "Eligible
Trade L/Cs" shall mean and include all documentary letters of credit issued by
an L/C Issuer for the account of Borrower for payment of the purchase price of
finished goods inventory which will be Eligible In-Transit Inventory upon
presentation of a draft under that documentary letter of credit, subject to the
further conditions contained in Section 6.18 of this Agreement and subject to
Reserves for set-offs imposed by Agent in its reasonable credit judgment.

     2. CONDITIONS PRECEDENT

     2.1 Conditions to Term Loan B, Initial Eligible Trade L/C Obligations or
Letter of Credit Obligations. No Lender shall be obligated to maintain or incur
Term Loan B, any Eligible Trade L/C Obligations or Letter of Credit Obligations
on the Closing Date, or to take, fulfill, or perform any other action hereunder,
until the following conditions have been satisfied, in Agent's sole discretion,
or waived in writing by Agent and those Lenders present at the closing on the
Closing Date:

     (a) Credit Agreement: Loan Documents. This Agreement or counterparts hereof
shall have been duly executed by, and delivered to, Borrower, Agent and Lenders;
and Agent shall have received such documents, instruments, agreements and legal
opinions as Agent shall request in connection with the transactions contemplated
by this Agreement and the other Loan Documents, including all those listed in
the Schedule of Documents attached hereto as Schedule F, each in form and
substance satisfactory to Agent.

     (b) Governmental Approvals. Agent shall have received (i) satisfactory
evidence that the Credit Parties have obtained all required consents and
approvals of all Persons including, but not limited to, all requisite
Governmental Authorities, to the execution, delivery and performance of this
Agreement and the other Loan Documents or (ii) an officer's certificate in form
and substance satisfactory to Agent affirming that no such consents or approvals
are required.

     (c) Payment of Fees. Borrower shall have paid or reimbursed Agent for all
fees, costs and expenses of closing to the extent statements therefor are
presented at closing (including fees of consultants and special loan counsel to
Agent presented as of the Closing Date).


                                       20

<PAGE>


     (d) Compliance with Laws. Each Credit Party shall be in compliance in all
material respects with all applicable foreign, federal, state and local laws and
regulations, including those specifically referenced in Section 5.5.

     (e) Leases. Evidence supporting the fact that each of the Distribution
Center leases are in full force and effect and have a remaining term of not less
than six (6) months past the Termination Date, except as set forth on Disclosure
Schedule 2.1(e).

     (f) Consignment Agreement. As of the Closing Date, the Consignment
Agreement shall be in full force and effect and shall have been executed by all
Store Guarantors.

     (g) Financial Statements. Agent shall have received Ultimate Parent's
unaudited financial statements for the Fiscal Month ending in February of 2002.

     2.2 Further Conditions to Initial Revolving Credit Advances. No Lender
shall be obligated to make any Initial Revolving Credit Advance until the
following conditions have been satisfied, in Agent's sole discretion, or waived
in writing by Agent and Revolving Lenders:

     (a) Other Conditions. The conditions set forth in Section 2.1 shall have
been satisfied.

     (b) Appraisals. Agent shall have received appraisals, which were prepared
by an appraiser retained by Borrower and acceptable to Agent, and completed a
Collateral audit, each in form and substance satisfactory to Agent and Requisite
Lenders, reflecting asset values of Borrower's assets at levels acceptable to
Agent and Requisite Lenders.

     (c) Availability. The Eligible Accounts and Eligible Inventory shall be
sufficient in value, as determined by Agent and Requisite Lenders, to provide
Borrower with Borrowing Availability, immediately prior to giving effect to such
initial Revolving Credit Advance of at least $35,000,000.

     (d) Debt/Equity Financing Obligation. On or after April 10, 2002 Ultimate
Parent shall have received net proceeds of at least $10,000,000 from (i)
alternative debt or equity financing and/or (ii) a sale-leaseback transaction
with respect to Bermans' Brooklyn Park, Minnesota Distribution Center, and/or
(iii) a sale or sale leaseback transaction with respect to Bentley's Miami,
Florida Distribution Center, and such proceeds shall have been applied in
accordance with Section 1.3.

     2.3 Further Conditions to Each Loan. It shall be a further condition to the
initial and each subsequent Advance and to the incurrence of the initial and any
subsequent Letter of Credit Obligations or Eligible Trade L/C Obligations that
the following statements shall be true on the date of each such Advance or
incurrence, as the case may be:

     (a) All of each Credit Party's representations and warranties contained
herein or in any of the other Loan Documents shall be true and correct in all
material respects as though made on and as of such date, except to the extent
that any such representation or warranty expressly relates to an earlier date
and except for changes therein expressly permitted or expressly contemplated by
this Agreement.


                                       21

<PAGE>

     (b) No Event of Default shall have occurred and be continuing or would
result from the making of any Advance (or the incurrence of any Letter of Credit
Obligations or Eligible Trade L/C Obligations) or, if an Event of Default shall
have occurred and be continuing or would result from the making of any Advance
(or the incurrence of any Letter of Credit Obligations or Eligible Trade L/C
Obligations), Lenders having 60% or more of the Commitments shall not have
determined by affirmative vote to cease making further Advances or incurring
additional Letter of Credit Obligations or Eligible Trade L/C Obligations as a
result of such Event of Default.

     (c) After giving effect to any Revolving Credit Advance or Swing Line
Advance, Borrowing Availability shall be greater than zero. After giving effect
to the incurrence of any Letter of Credit Obligations or Eligible Trade L/C
Obligations, L/C Availability shall be greater than zero.

     (d) No event or circumstance having a Material Adverse Effect shall have
occurred since the date hereof as reasonably determined by the Requisite Lenders
and Agent or, if such a Material Adverse Effect shall have occurred, Requisite
Lenders shall not have determined by affirmative vote to cease making Advances,
or incurring additional Letter of Credit Obligations and Eligible Trade L/C
Obligations as a result of the fact that such event or circumstance has
occurred.

The request and acceptance by Borrower of the proceeds of any Loan or the
incurrence of any Letter of Credit Obligations or Eligible Trade L/C Obligations
shall be deemed to constitute, as of the date of such request or acceptance, (i)
a representation and warranty by Borrower that the conditions in this Section
2.3 have been satisfied and (ii) a reaffirmation by Borrower of the granting and
continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the
Collateral Documents. With respect to clauses (b) and (d) above, if an Event of
Default or event or circumstance having a Material Adverse Effect has occurred,
Agent shall call for a vote of Lenders with respect thereto within two (2)
Business Days following the date on which Agent learns of the occurrence
thereof.

     3. REPRESENTATIONS AND WARRANTIES

     To induce Lenders to make the Loans and to incur Letter of Credit
Obligations and Eligible Trade L/C Obligations, the Loan Parties, jointly and
severally, make the following representations and warranties to Agent and each
Lender, each and all of which shall survive the execution and delivery of this
Agreement.

     3.1 Corporate Existence; Compliance with Law. Each Credit Party (a) is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation; (b) is duly qualified to conduct business
and is in good standing in each other jurisdiction where its ownership or lease
of property or the conduct of its business requires such qualification except
where the failure to so qualify would not have a Material Adverse Effect; (c)
has the requisite corporate power and authority and the legal right to own,
pledge, mortgage or otherwise encumber and operate its properties, to lease the
property it operates under lease and to conduct its business as now, heretofore
and proposed to be conducted; (d) has all material licenses, permits, consents
or approvals from or by, and has made


                                       22

<PAGE>

all filings with, and has given all notices to, all Governmental Authorities
having jurisdiction, to the extent required for such ownership, operation and
conduct; (e) is in compliance with its charter and by-laws; and (f) is in
compliance with all applicable provisions of law to the extent required by
Section 5.5.

     3.2 Executive Offices; FEIN. As of the Closing Date, the current location
of each Credit Party's chief executive office and principal place of business is
set forth in Disclosure Schedule 3.2. In addition, the Disclosure Schedule 3.2
lists the federal employer identification number of each Credit Party.

     3.3 Corporate Power, Authorization, Enforceable Obligations. The execution,
delivery and performance by each Credit Party of the Loan Documents to which it
is a party and the creation of Liens provided for therein: (a) are within such
Person's corporate power; (b) have been duly authorized by all necessary or
proper corporate and shareholder action; (c) do not contravene any provision of
such Person's charter or bylaws; (d) do not violate any law or regulation, or
any order or decree of any court or Governmental Authority; (e) do not conflict
with or result in the breach or termination of, constitute a default under or
accelerate any performance required by, any indenture, mortgage, or deed of
trust, or any material lease, agreement or other instrument to which such Person
is a party or by which such Person or any of its property is bound; (f) do not
result in the creation or imposition of any Lien upon any of the property of
such Person other than those in favor of Agent, on behalf of itself and Lenders,
pursuant to the Loan Documents; and (g) do not require the consent or approval
of any Governmental Authority or any other Person, except those referred to in
Section 2.1(b), all of which will have been duly obtained, made or complied with
prior to the Closing Date. On or prior to the Closing Date, each of the Loan
Documents shall have been duly executed and delivered by each Credit Party
thereto and each such Loan Document shall then constitute a legal, valid and
binding obligation of such Credit Party enforceable against it in accordance
with its terms.

     3.4 Financial Statements and Projections. Except for the Projections, all
Financial Statements concerning Ultimate Parent and its Subsidiaries which have
been delivered to Agent have been prepared in accordance with GAAP consistently
applied throughout the periods covered (except as disclosed therein and except,
with respect to unaudited Financial Statements, for the absence of footnotes and
normal year-end audit adjustments) and present fairly in all material respects
the financial condition of the Persons covered thereby as at the dates thereof
and the results of their operations for the periods then ended. The Projections
delivered to Agent and Lenders on or prior to the date hereof have been prepared
by Ultimate Parent in light of the past operations of its Subsidiaries'
businesses, but including future payments of known contingent liabilities, and
reflect projections for the Fiscal Years ending in January 2003, 2004 and 2005.
The Projections are based upon estimates and assumptions stated therein, all of
which, as of the Closing Date, Ultimate Parent believes to be reasonable and
fair in light of current conditions and current facts known to Ultimate Parent
and, as of the Closing Date, reflect Ultimate Parent's good faith and reasonable
estimates of the future financial performance of Ultimate Parent and its
Subsidiaries and of the other information projected therein for the period set
forth therein.


                                       23

<PAGE>

     3.5 Material Adverse Effect. Between the last day of the Fiscal Year ending
in January, 2001 and the date hereof (a) no Credit Party has incurred any
obligations, contingent or non-contingent liabilities, liabilities for Charges,
long-term leases or unusual forward or long-term commitments which, alone or in
the aggregate, could reasonably be expected to have a Material Adverse Effect,
(b) no contract, lease or other agreement or instrument has been entered into by
any Credit Party or has become binding upon any Credit Party's assets and no law
or regulation applicable to any Credit Party has been adopted which has had or
could reasonably be expected to have a Material Adverse Effect, (c) no Credit
Party is in default and to the best of the Credit Parties' knowledge no third
party is in default under any material contract, lease or other agreement or
instrument, which alone or in the aggregate could reasonably be expected to have
a Material Adverse Effect and (d) other than as set forth in the draft financial
statements set forth as Schedule 3.5 hereto, there have been no changes in the
Credit Party's business or financial condition, the industry in which the Credit
Parties operate or the Collateral, which alone or in the aggregate could
reasonably be expected to have a Material Adverse Effect.

     3.6 Ownership of Property; Liens. Disclosure Schedule 3.6 sets forth all
locations owned or leased by any Credit Party as of the Closing Date. Each
Credit Party has good and marketable title to, or valid leasehold interests in,
all of its personal properties and assets. As of the Closing Date, none of the
properties and assets of any Credit Party are subject to any Liens, except
Permitted Encumbrances. As of the Closing Date, each of Bermans and Bentley has
received all deeds, bills of sale and other documents, and has duly effected all
recordings, filings and other actions necessary to establish, protect and
perfect such Credit Party's right, title and interest in and to (i) in the case
of Bermans, the Distribution Center owned by Bermans, and (ii) in the case of
Bentley, the Distributor Center owned by Bentley (collectively, the "Real
Estate"). As of the Closing Date, no portion of any of the Real Estate has
suffered any material damage by fire or other casualty loss that has not
heretofore been repaired and restored in all material respects to its original
condition or otherwise remedied. As of the Closing Date, except as set forth in
Disclosure Schedule 3.6, all material permits required to have been issued or
appropriate to enable the Real Estate to be lawfully occupied and used for all
of the purposes for which it is currently occupied and used have been lawfully
issued and are in full force and effect.

     3.7 Labor Matters. As of the Closing Date: (a) no strikes or other material
labor disputes against any Credit Party are pending or, to any Credit Party's
knowledge, threatened; (b) hours worked by and payment made to employees of each
Credit Party in all material respects comply with the Fair Labor Standards Act
and each other federal, state, local or foreign law applicable to such matter;
(c) all material payments due from any Credit Party for employee health and
welfare insurance have been paid or accrued as a liability on the books of such
Credit Party; (d) except as set forth in Disclosure Schedule 3.7, no Credit
Party is a party to or bound by any collective bargaining agreement; (e) except
as set forth in Disclosure Schedule 3.7, there is no organizing activity
involving any Credit Party pending or, to any Credit Party's knowledge,
threatened by any labor union or group of employees; (f) there are no
representation proceedings pending or, to any Credit Party's knowledge,
threatened with the National Labor Relations Board, and no labor organization or
group of employees of any Credit Party has made a pending demand for
recognition; and (g) except as set forth in Disclosure Schedule 3.7, there are
no complaints or charges against any Credit Party pending or threatened to be
filed with any Governmental Authority or arbitrator relating to the employment
or termination of employment


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<PAGE>

by any Credit Party of any employee, other than routine, non-material claims by
individual employees or former employees.

     3.8 Ventures, Subsidiaries and Affiliates; Outstanding Stock and
Indebtedness. Except as set forth in Disclosure Schedule 3.8, as of the Closing
Date no Credit Party has any Subsidiaries, is engaged in any joint venture or
partnership with any other Person, or is an Affiliate of any other Person.
Disclosure Schedule 3.8 sets forth the corporate organizational chart as of the
Closing Date for Ultimate Parent and its Subsidiaries. Except as set forth on
Disclosure Schedule 3.8, as of the Closing Date Ultimate Parent owns, directly
or indirectly, all of the outstanding capital stock of each of its Subsidiaries.

     3.9 Government Regulation. No Credit Party is an "investment company" or an
"affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company," as such terms are defined in the Investment Company Act of
1940 as amended. No Credit Party is subject to regulation under the Public
Utility Holding Company Act of 1935, the Federal Power Act, or any other federal
or state statute that restricts or limits its ability to incur Indebtedness or
to perform its obligations hereunder. The making of the Loans by Lenders to
Borrower, the incurrence of the Letter of Credit Obligations and the Eligible
Trade L/C Obligations on behalf of Borrower, the application of the proceeds
thereof and repayment thereof will not violate any provision of any such statute
or any rule, regulation or order issued by the Securities and Exchange
Commission.

     3.10 Margin Regulations. No Credit Party is engaged, nor will it engage,
principally or as one of its important activities, in the business of extending
credit for the purpose of "purchasing" or "carrying" any "margin security" as
such terms are defined in Regulation U of the Board of Governors of the Federal
Reserve System (the "Federal Reserve Board") as now and from time to time
hereafter in effect (such securities being referred to herein as "Margin
Stock"). No Credit Party owns any Margin Stock, and none of the proceeds of the
Loans or other extensions of credit under this Agreement will be used, directly
or indirectly, for the purpose of purchasing or carrying any Margin Stock, for
the purpose of reducing or retiring any Indebtedness which was originally
incurred to purchase or carry any Margin Stock or for any other purpose which
might cause any of the Loans or other extensions of credit under this Agreement
to be considered a "purpose credit" within the meaning of Regulation T, U or X
of the Federal Reserve Board. No Credit Party will take or permit to be taken
any action which might cause any Loan Document to violate any regulation of the
Federal Reserve Board.

     3.11 Taxes. All material tax returns, reports and statements, including,
but not limited to, information returns, required by any Governmental Authority
to be filed by any Credit Party have been filed with the appropriate
Governmental Authority and all material Charges have been paid prior to the date
on which any fine, penalty, interest or late charge may be added thereto for
nonpayment thereof (or any such fine, penalty, interest, late charge or loss has
been paid), excluding Charges or other amounts being contested in accordance
with Section 5.2(b). Proper and accurate amounts have been withheld by each
Credit Party from its respective employees for all periods in full and complete
compliance with all applicable federal, state, local and foreign law and such
withholdings have been timely paid to the respective Governmental Authorities.
Disclosure Schedule 3.11 sets forth, as of the Closing Date, those taxable years
for which any Credit Party's tax returns are currently being audited by the IRS
or any other



                                       25

<PAGE>

applicable Governmental Authority and any assessments or threatened
assessments in connection with such audits or otherwise currently outstanding.
Except as described on Disclosure Schedule 3.11, as of the Closing Date, no
Credit Party has executed or filed with the IRS or any other Governmental
Authority any agreement or other document extending, or having the effect of
extending, the period for assessment or collection of any Charges. None of the
Credit Parties and their respective predecessors are liable for any Charges: (a)
under any agreement (including, without limitation, any tax sharing agreements)
or (b) to the best of each Credit Party's knowledge, as a transferee. As of the
Closing Date, no Credit Party has agreed or been requested to make any
adjustment under IRC Section 481(a), by reason of a change in accounting method
or otherwise, which would have a Material Adverse Effect.

     3.12 ERISA.

     (a) Disclosure Schedule 3.12 lists and separately identifies all Title IV
Plans, Multiemployer Plans, ESOPs and Retiree Welfare Plans in effect as of the
Closing Date. Each Plan is in compliance in all material respects with the
applicable provisions of ERISA and the IRC, including the filing of reports
required under the IRC or ERISA. No Credit Party or ERISA Affiliate has failed
to make any material contribution or pay any material amount due as required by
either Section 412 of the IRC or Section 302 of ERISA or the terms of any Plan
subject to such sections. No Credit Party or ERISA Affiliate has engaged in a
prohibited transaction, as defined in Section 4975 of the IRC, in connection
with any Plan, which would subject any Credit Party to a material tax on
prohibited transactions imposed by Section 4975 of the IRC.

     (b) Except as set forth in Disclosure Schedule 3.12, as of the Closing
Date: (i) no Title IV Plan has any Unfunded Pension Liability; (ii) no material
ERISA Event or event described in Section 4062(e) of ERISA with respect to any
Title IV Plan has occurred or is reasonably expected to occur; (iii) there are
no pending, or to the knowledge of any Credit Party, threatened claims (other
than claims for benefits in the normal course), sanctions, actions or lawsuits,
asserted or instituted against any plan or any person as fiduciary or sponsor of
any Plan; and (iv) no Credit party or ERISA Affiliate has incurred or reasonably
expects to incur any material liability as a result of a complete or partial
withdrawal from a Multiemployer Plan.

     3.13 No Litigation. No action, claim or proceeding is now pending or, to
the knowledge of any Credit Party, threatened against any Credit Party, before
any court, board, commission, agency or instrumentality of any federal, state,
local or foreign government or of any agency or subdivision thereof, or before
any arbitrator or panel of arbitrators (collectively, "Litigation"), (a) which
challenges any Credit Party's right or power to enter into or perform any of its
obligations under the Loan Documents to which it is a party, or the validity or
enforceability of any Loan Document or any action taken thereunder, or (b) which
is reasonably likely to be determined adversely to any Credit Party and which,
if so determined, would have a Material Adverse Effect. Except as set forth on
Disclosure Schedule 3.13, as of the Closing Date there is no Litigation pending
or threatened which seeks damages in excess of $500,000 or injunctive relief.

     3.14 Brokers. No broker or finder acting on behalf of any Credit Party
brought about the obtaining, making or closing of the Loans. No Credit Party has
any obligation to any Person in respect of any finder's or brokerage fees in
connection therewith.


                                       26

<PAGE>

     3.15 Intellectual Property. As of the Closing Date, each Credit Party owns
or has rights to use all Intellectual Property necessary to continue to conduct
its business as now or heretofore conducted by it or proposed to be conducted by
it, and each material Patent, Trademark, Copyright and License for which, as of
the Closing Date, a U.S. registration has been obtained or for which an
application to register in the U.S. has been filed is listed, together with
application or registration numbers, as applicable, in Disclosure Schedule 3.15
hereto. Each Credit Party conducts and will continue to conduct its business and
affairs without infringement of or interference with, in any material respect,
any Intellectual Property of any other Person.

     3.16 Full Disclosure. No information contained in this Agreement, any of
the other Loan Documents, any Projections, Financial Statements or Collateral
Reports or other reports from time to time delivered hereunder or any written
statement furnished by any Material Credit Party with respect to any Credit
Party to Agent or any Lender pursuant to the terms of this Agreement contains
any untrue statement of a material fact or omits or will omit to state a
material fact necessary to make the statements contained herein or therein not
misleading in light of the circumstances under which they were made. The Liens
granted to Agent, on behalf of itself and Lenders, pursuant to the Collateral
Documents will at all times be fully perfected first priority Liens in and to
the Collateral described therein, subject only to Permitted Encumbrances with
respect to the Collateral.

     3.17 Hazardous Materials.

     (a) Except as set forth in Disclosure Schedule 3.17, as of the Closing
Date, the Real Estate is free of contamination from any Hazardous Material in
such form and quantity so as to create any material unpaid liability for any of
the Loan Parties. In addition, Disclosure Schedule 3.17 discloses material
environmental liabilities of any Credit Party existing as of the Closing Date
(i) that could result in Environmental Liabilities and Costs, or (ii) associated
with the Real Estate. No Credit Party has caused or suffered to occur any
Release with respect to any Hazardous Material at, under, above or upon any of
its Real Estate. No Credit Party is involved in operations that are likely to
result in the imposition of any Lien on its assets or any material liability
under any Environmental Law, and no Credit Party has permitted any tenant or
occupant of such premises to engage in any such operations.

     (b) Each Credit Party hereby acknowledges and agrees that Agent (i) is not
now, and has not ever been, in control of any of the Real Estate or any Credit
Party's affairs, and (ii) does not have the capacity through the provisions of
the Loan Documents or otherwise to influence any Credit Party's conduct with
respect to the ownership, operation or management of any of its Real Estate.

     3.18 Insurance. Disclosure Schedule 3.18 lists all insurance policies of
any nature maintained, as of the Closing Date, for current occurrences by each
Credit Party, as well as a summary of the terms of each such policy.

     3.19 Deposit and Disbursement Accounts. Disclosure Schedule 3.19 lists all
banks and other financial institutions at which any Credit Party maintains
deposits and/or other accounts as of the Closing Date, including any
Disbursement Accounts, and such Schedule correctly identifies the name, address
and telephone number of each depository, the name in


                                       27

<PAGE>

which the account is held, a description of the purpose of the account, and the
complete account number.

     3.20 Government Contracts. Except as set forth in Disclosure Schedule 3.20,
as of the Closing Date, no Credit Party is a party to any contract or agreement
with the federal government and no Credit Party's Accounts are subject to the
Federal Assignment of Claims Act (31 U.S.C. Section 3727).

     3.21 Landlords and Trade Relations. As of the Closing Date, there exists
no actual or threatened termination or cancellation of, or any material adverse
modification or change in the business relationship of any Credit Party with any
supplier material to its operations.

     3.22 Agreements and Other Documents. Each Credit Party has provided to
Agent or its counsel, on behalf of Lenders, accurate and complete copies (or
summaries) of all of the following agreements or documents to which it is
subject as of the Closing Date and each of which are listed on Disclosure
Schedule 3.22: (a) instruments or documents evidencing Indebtedness of such
Credit Party and any security interest granted by such Credit Party with respect
thereto; and (b) instruments and agreements evidencing the issuance of any
equity securities, warrants, rights or options to purchase equity securities of
each Credit Party (other than Ultimate Parent).

     3.23 Solvency. Both before and after giving effect to (a) the Revolving
Loan, Eligible Trade L/C Obligations and Letter of Credit Obligations, including
the Prior Loans outstanding, (b) the disbursement of the proceeds of such Loan
pursuant to the instructions of Borrower, (c) the payment and accrual of all
transaction costs in connection with the foregoing, each Material Credit Party
is Solvent.

     4. FINANCIAL STATEMENTS AND INFORMATION

     4.1 Reports and Notices.

     (a) Borrower hereby agrees that from and after the Closing Date and until
the Termination Date, it shall deliver or cause to be delivered to Agent and/or
Lenders, as required, Financial Statements, notices, Projections and other
information at the times, to the Persons and in the manner set forth in Schedule
G.

     (b) Borrower hereby agrees that from and after the Closing Date and until
the Termination Date, it shall deliver or cause to be delivered to Agent and/or
Lenders, as required, the various Collateral Reports (including, without
limitation, Borrowing Base Certificates in the form of Exhibit 4.1(b) at the
times, to the Persons and in the manner set forth in Schedule H.

     4.2 Communication with Accountants. Ultimate Parent authorizes Agent, so
long as an Event of Default has occurred and is continuing, to communicate
directly with its independent certified public accountants and authorizes and
shall instruct those accountants and advisors to disclose and make available to
Agent any and all Financial Statements and other supporting financial documents,
schedules and information relating to any Credit Party


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<PAGE>

(including, without limitation, copies of any issued management letters) with
respect to the business, financial condition and other affairs of any Credit
Party.

     5. AFFIRMATIVE COVENANTS

     Each Loan Party jointly and severally agrees that it shall and shall cause
all Credit Parties from and after the date hereof and until the Termination Date
to do the following:

     5.1 Maintenance of Existence and Conduct of Business. Each Credit Party
shall: (a) do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and its rights and franchises
(except for mergers, sales, dispositions and other transactions permitted in
Section 6 hereof and liquidations of Store Guarantors that are not Material
Credit Parties following such dispositions and transactions); (b) continue to
conduct its business substantially as now conducted or as otherwise permitted
hereunder; (c) except as permitted in Section 6.8 hereof, at all times maintain,
preserve and protect all of its assets and properties used or useful in the
conduct of its business, and keep the same in good repair, working order and
condition (taking into consideration ordinary wear and tear) and from time to
time make, or cause to be made, all necessary or appropriate repairs,
replacements and improvements thereto consistent with industry practices; and
(d) transact business only in such corporate and trade names as are set forth in
Disclosure Schedule 5.1 and as otherwise disclosed to Agent in accordance with
the Loan Documents.

     5.2 Payment of Obligations.

     (a) Subject to Section 5.2(b), each Credit Party shall pay and discharge or
cause to be paid and discharged promptly all Charges payable by it, including
(A) Charges imposed upon it, its income and profits, or any of its property
(real, personal or mixed) and all Charges with respect to tax, social security
and unemployment withholding with respect to its employees, and (B) lawful
claims for storage and shipping charges payable to Approved Shippers.

     (b) Each Credit Party may in good faith contest, by appropriate
proceedings, the validity or amount of any Charges or claims described in
Section 5.2(a); provided, that (i) the imposition of such Charge does not
otherwise constitute an Event of Default under Section 8.1 hereof, (ii) adequate
reserves with respect to such contest are maintained on the books of such Credit
Party, in accordance with GAAP, (iii) such contest is maintained and prosecuted
continuously and with diligence, (iv) none of the Collateral becomes subject to
forfeiture or loss as a result of such contest, (v) no Lien shall be filed or
imposed to secure payment of such Charges or claims which would, with the
passage of time or otherwise, have priority over Agent's Liens with respect to
the Collateral, (vi) such Credit Party shall promptly pay or discharge such
contested Charges or claims and all additional charges, interest, penalties and
expenses, if any, and shall deliver to Agent evidence acceptable to Agent of
such compliance, payment or discharge, if such contest is terminated or
discontinued adversely to such Credit Party or the conditions set forth in this
Section 5.2(b) are no longer met, and (vii) Agent has not advised Borrower in
writing that Agent reasonably believes that nonpayment or nondischarge thereof
could have or result in a Material Adverse Effect.


                                       29

<PAGE>

     5.3 Books and Records. Each Credit Party shall keep adequate books and
records with respect to its business activities in which proper entries,
reflecting all financial transactions, are made in accordance with GAAP and on a
basis consistent with the Financial Statements delivered to Agent.

     5.4 Insurance: Damage to or Destruction of Collateral.

     (a) The Credit Parties shall, at their sole cost and expense, maintain the
policies of insurance described on Disclosure Schedule 3.18 or substantially
equivalent coverage with reputable insurers. If Borrower at any time or times
hereafter shall fail to obtain or maintain any of the policies of insurance
required above or to pay all premiums relating thereto, Agent may at any time or
times thereafter obtain and maintain such policies of insurance and pay such
premium and take any other action with respect thereto which Agent deems
reasonably advisable. Agent shall have no obligation to obtain insurance for any
Credit Party or pay any premiums therefor. By doing so, Agent shall not be
deemed to have waived any Default or Event of Default arising from any Credit
Party's failure to maintain such insurance or pay any premiums therefor. All
sums so disbursed, including attorneys' fees, court costs and other charges
related thereto, shall be payable on demand by Borrower to Agent and shall be
additional Obligations hereunder secured by the Collateral. Borrower must
provide Agent fifteen (15) days prior written notice of any non-renewal,
cancellation or amendment of the insurance policies required above.

     (b) Intentionally Omitted.

     (c) Borrower shall deliver or cause to be delivered to Agent, in form and
substance satisfactory to Agent, endorsements to (i) all "All Risk" and business
interruption insurance naming Agent, on behalf of itself and Lenders, as loss
payee, and (ii) all general liability and other liability policies naming Agent,
on behalf of itself and Lenders, as additional insured. Each Loan Party
irrevocably makes, constitutes and appoints Agent (and all officers, employees
or agents designated by Agent) as its true and lawful agent and attorney-in-fact
for the purpose of making, settling and adjusting claim under such "All Risk"
policies of insurance, endorsing the name of each such Credit Party on any check
or other item of payment for the proceeds of such "All Risk" policies of
insurance and for making all determinations and decisions with respect to such
"All Risk" policies of insurance; provided that so long as no Event of Default
shall have occurred and be continuing, Borrower shall have the right to direct
any such settlements and adjustments. The Credit Parties that are signatories
hereto shall promptly notify Agent of any loss, damage, or destruction to the
Collateral in the amount of $1,000,000 or more, whether or not covered by
insurance. If an Event of Default shall have occurred and be continuing, Agent
is hereby authorized to collect all insurance proceeds relating to the
Collateral. After deducting from such proceeds the expenses, if any, incurred by
Agent or any Credit Party in the collection or handling thereof, Agent may, at
its option, apply all net proceeds to the reduction of the Obligations in
accordance with Section 1.3(e), or permit or require Borrower to use such money,
or any part thereof, to replace the Collateral in a diligent and expeditious
manner. Notwithstanding the foregoing, if the casualty giving rise to such
insurance proceeds would not reasonably be expected to have a Material Adverse
Effect and such insurance proceeds do not exceed $1,000,000 in the aggregate,
Agent shall permit Borrower to replace the Collateral so long as no Event of
Default shall have occurred and be continuing at the time of


                                       30

<PAGE>

any requested release of funds; provided that, if Borrower shall not have
completed the replacement of the Collateral within 270 days of such casualty,
Agent may apply such insurance proceeds to the Obligations in accordance with
Section 1.3(d) or Section 1.3(e), as applicable. Except as otherwise provided in
this Section, all insurance proceeds which are to be made available to Borrower
to replace the Collateral shall first be applied by Agent in accordance with
Section 1.3(e) (which application in accordance with Section 1.3(e) shall not
result in a permanent reduction of the Revolving Loan Commitments), and any
excess shall be released to Borrower. Upon any application in accordance with
Section 1.3(e), Agent shall establish a Reserve against the Borrowing Base in an
amount equal to the amount of such proceeds so applied. Thereafter, such funds
shall be made available to Borrower to provide funds to replace the Collateral
as follows: (i) Borrower shall request a Swing Line Advance or Revolving Credit
Advance be made to Borrower in the amount requested to be released; (ii) so long
as the conditions set forth in Section 2.3 have been met, Agent shall make such
Swing Line Advance or Revolving Credit Advance; and (iii) the Reserve
established with respect to such insurance proceeds shall be reduced by the
amount of such Swing Line Advance or Revolving Credit Advance.

     5.5 Compliance With Laws. Each Credit Party shall comply with all federal,
state and local laws and regulations applicable to it, including those relating
to ERISA, customs import and export laws and labor matters and Environmental
Laws, except to the extent that the failure to so comply would not have a
Material Adverse Effect.

     5.6 Employee Plans. Each Credit Party shall promptly notify Agent of (a)
any violation of ERISA or the IRC with respect to any Plan which results in a
material increase in any Credit Party's obligations with respect thereto; (b)
the occurrence or likely occurrence of an ERISA Event resulting in a material
increase in Borrower's fixed liabilities under ERISA; (c) the filing for a
funding waiver under Section 412 of the IRC with respect to any Plan; (d) the
occurrence of an "accumulated funding deficiency" under Section 412 of the IRC
with respect to any Plan; (e) a material increase in the Unfunded Pension
Liability of any Title IV Plan or a material increase in the aggregate Unfunded
Pension Liability of all Title IV Plans, but only taking into account Title IV
Plans with Unfunded Pension Liability at the time of reference; and (f) a
material increase in any Credit Party's obligations under any Retiree Welfare
Plan. For purposes of clauses (e) and (f) above and Sections 6.9(d) and (e), a
"material increase" shall mean the lesser of (i) 50% or (ii) $500,000, in each
case measured from the Closing Date. In addition, the Credit Parties shall
promptly furnish to the Agent copies of the annual form 5500 filed for each
Title IV Plan.

     5.7 Environmental Matters. Each Credit Party shall (a) notify Agent
promptly after such Credit Party becomes aware of any Release upon or at any
Real Estate which is reasonably likely to result in Environmental Liabilities
and Costs in excess of $200,000, and (b) promptly forward to Agent a copy of any
order, notice, permit, application or any communication or report received by
such Credit Party in connection with any such Release, its compliance with
Environmental Laws and Environmental Permits or any other matter relating to the
Environmental Laws that may affect such premises or such Credit Party, in each
case whether or not the Environmental Protection Agency, any other federal
agency or any state, local or foreign environmental agency has taken or
threatened any action in connection with any such Release or other matter. So
long as any Event of Default shall have occurred and be continuing,


                                       31

<PAGE>

Borrower shall permit Agent or its representatives to have access to all
premises owned or occupied by it for the purpose of conducting such
environmental audits and testing as Agent reasonably deems appropriate,
including Phase II environmental testing. Borrower shall reimburse Agent for the
costs of such audits and tests and the same will constitute a part of the
Obligations secured hereunder.

     5.8 Landlords' Agreements and Bailee Letters. Borrower shall obtain a
landlord's agreement, or bailee letter, from Bermans with respect to the
Distribution Center located in Brooklyn Park, Minnesota and from each other
lessor of a warehouse or bailee in possession of collateral property or with
respect to any other warehouse where Collateral is located. After the Closing
Date, no warehouse space shall be leased or acquired by any Credit Party, unless
and until a landlord agreement or bailee letter, as appropriate, shall first
have been obtained with respect to such location. Although the Credit Parties
are not required to obtain landlord waivers as to Store locations, (i) if an
Event of Default has occurred and is continuing, Agent may impose a Reserve
against Borrowing Availability equal to one month's rent as to all Store
locations and (ii) if any Store Guarantor shall default in the payment of rent
under its Store Lease, Agent may impose a Reserve against Borrowing Availability
in the amount of those defaulted rent obligations (which may exceed one month's
rent). All such landlord and bailee letters shall be in form and substance
satisfactory to Agent. Each Credit Party shall timely and fully pay and perform
its obligations under all leases and other agreements with respect to each
leased location or public warehouse where any Collateral is or may be located.

     5.9 Ownership of Inventory. Borrower shall purchase directly from suppliers
and pay for all Inventory from time to time held for sale by all Store
Guarantors. Borrower shall own all Inventory held for sale by each Store
Guarantor. The Loan Parties shall not and shall not cause or permit any Store
Guarantor to execute any agreement or take any action inconsistent with the
foregoing.

     5.10 Additional Pledges. The Credit Parties signatory hereto shall pledge
or cause to be pledged to Agent for the benefit of Lenders the Stock of all
Store Guarantors created or acquired after the Closing Date.

     5.11 Senior Notes. On or prior to June 15, 2004, the Borrower shall, and
shall cause Ultimate Parent to, cause the Senior Notes Documents to be amended,
modified refunded, renewed, refinanced or extended to provide that no principal
payment with respect to the Senior Notes (and all other indebtedness permitted
pursuant to Section 6.3(d) hereof) shall be due on or prior to September 1,
2005.

     6. NEGATIVE COVENANTS

     The Loan Parties jointly and severally covenant and agree that without the
prior written consent of Agent and the Requisite Lenders, which may be granted
in their sole and exclusive discretion, from and after the date hereof until the
Termination Date they shall not, and shall not cause or permit the other Credit
Parties to do the following :

     6.1 Mergers, Subsidiaries, Etc. No Credit Party shall directly or
indirectly, by operation of law or otherwise, (a) form or acquire any
Subsidiary, or (b) merge with, consolidate


                                       32

<PAGE>

with, acquire all or substantially all of the assets or capital stock of, or
otherwise combine with or acquire, any Person, except (i) Bermans may be merged
with and into Borrower or another Loan Party, (ii) one or more Store Guarantors
may be merged with any other Store Guarantor or any Loan Party so long as such
Loan Party is the survivor in any merger involving a Loan Party; (iii) cash and
financial assets may be transferred among the Loan Parties so long as no Event
of Default has occurred and is continuing; (iv) the Stock or fixed assets,
Trademarks and Trademark Licenses of Store Guarantors may be transferred to
other Store Guarantors or to any Loan Party; (v) the Credit Parties may form new
wholly-owned domestic Subsidiaries; provided that (x) the aggregate initial cash
investment in each new domestic Subsidiary in the form of equity shall not
exceed $300,000 and (y) the Credit Parties and each new domestic Subsidiary
shall execute and deliver to Agent forms of the Loan Documents executed by or
with respect to the Loan Parties as of the Closing Date; and (vi) the Credit
Parties may form Joint Ventures to own, lease or operate one or more Stores in
one or more domestic airports, as long as the investments therein are permitted
pursuant to Section 6.2(vi).

     6.2 Investments; Loans and Advances. No Credit Party shall make any
investment in, or make or accrue loans or advances of money to, any Person,
through the direct or indirect lending of money, holding of securities or
otherwise, except that (a) any Loan Party may, so long as no Default or Event of
Default has occurred and is continuing, make investments in (i) marketable
direct obligations issued or unconditionally guaranteed by the United States of
America or any agency thereof maturing within one year from the date of
acquisition thereof, (ii) commercial paper maturing no more than one year from
the date of creation thereof and having an investment rating of A-2 or P-2 or
better from either Standard & Poor's Corporation or Moody's Investors Service,
Inc., (iii) time deposits, demand deposits and certificates of deposit, maturing
no more than one year from the date of creation thereof, issued by commercial
banks incorporated under the laws of the United States of America, each having
combined capital, surplus and undivided profits of not less than $300,000,000
and having a senior secured rating of "A" or better by a nationally recognized
rating agency (an "A Bank"), (iv) time deposits, maturing no more than 30 days
from the date of creation thereof with an A Bank; (v) overnight repurchase
obligations issued by an A Bank; (b) any Loan Party may, so long as no Default
or Event of Default has occurred and is continuing and no Revolving Credit
Advances are outstanding, make investments in (i) asset-backed securities and
taxable or tax-exempt municipal bonds, in each case rated "AAA" or better by
Standard & Poor's Corporation and maturing in six months or less and (ii)
corporate bonds maturing in six months or less and rated "A" or better by
Standard & Poor's Corporation; and (c) each Credit Party may (i) maintain its
existing investments in its Subsidiaries as of the Closing Date, (ii) make
unlimited investments in Borrower, (iii) make investments in new Subsidiaries,
(iv) upon prior written notice to Agent, maintain equity investments in Store
Guarantors necessary to maintain them as Solvent in an aggregate amount not to
exceed $1,000,000, (v) make intercompany loans as permitted under Section 6.3
hereof, (vi) make and permit to exist investments described in Section 6.1(vi)
as long as (A) at the time such investment is made no Event of Default shall
have occurred and be continuing or would result after giving effect thereto and
Borrower shall have excess Borrowing Availability of at least $10,000,000 after
giving effect thereto and (B) the aggregate amount of all such investments (1)
existing on the Closing Date does not exceed $1,000,000 and (2) made after the
Closing Date does not exceed $2,000,000, and (vii) make other investments not
exceeding $500,000 in the aggregate at any time outstanding.


                                       33

<PAGE>

     6.3 Indebtedness. No Credit Party shall create, incur, assume or permit to
exist any Indebtedness, except (a) Indebtedness secured by Permitted
Encumbrances, (b) the Loans and the other Obligations, (c) reimbursement
obligations owed by Borrower to the L/C Issuer with respect to Letters of Credit
and Eligible Trade L/Cs, (d) the Senior Notes (and refundings, renewals,
refinancings or extensions thereof, as long as (i) the principal amount thereof
is not increased (other than in an amount not to exceed ordinary costs and
expenses incurred in connection with the applicable refunding, renewal,
refinancing or extension), (ii) the terms and provisions thereof are not more
burdensome to any Credit Party than the terms and provisions of the Senior
Notes, (iii) the fees with respect thereto are not greater than those payable
with respect to the Senior Notes and the rate of interest with respect thereto
does not exceed the sum of (x) the rate of interest on United States treasury
obligations of like tenor at the time of such refunding, renewal, refinancing or
extension plus (y) 7% per annum, and (iv) such indebtedness is unsecured and not
guaranteed by any Person which has not also guaranteed the Obligations and the
indebtedness being refunded, renewed, refinanced or extended), (e) deferred
taxes, (f) unfunded pension fund and other employee benefit plan obligations and
liabilities to the extent they are permitted to remain unfunded under applicable
law, (g) existing Indebtedness set forth in Disclosure Schedule 6.3 and
refinancings thereof or amendments or modifications thereto on terms and
conditions no less favorable to any Credit Party, Agent or any Lender, as
determined by Agent, than the terms of the Indebtedness being refinanced,
amended or modified, (h) intercompany loans among the Loan Parties for operating
expenses incurred in the ordinary course of business, (i) intercompany loans by
any Loan Party in the ordinary course of business, to Store Guarantors and
intercompany loans by Store Guarantors to any Loan Party in the ordinary course
of business, (j) intercompany loans to Foreign Subsidiaries or Joint Ventures
not to exceed $2,000,000 in the aggregate; provided that at the time any such
intercompany loan is made to a Foreign Subsidiary or Joint Venture no Event of
Default shall have occurred and be continuing or would result after giving
effect thereto and Borrower shall have Borrowing Availability of at least
$5,000,000 after giving effect thereto, (k) an unsecured $100,000 customs bond
line from Barclays Bank for the Foreign Subsidiaries and (l) obligations under
interest rate swaps on an unsecured basis. No Credit Party shall directly or
indirectly voluntarily prepay, repurchase or redeem any Indebtedness other than
the Obligations. Notwithstanding anything to the contrary contained herein,
Ultimate Parent shall be entitled to incur unsecured Indebtedness in an
aggregate outstanding amount not to exceed $25,000,000 as long as such
Indebtedness is (a) subordinated to the Obligations on terms, and pursuant to
documentation, satisfactory to Agent or (b) (i) matures within ninety one (91)
days of the date it is first incurred or issued and (ii) not guaranteed by any
Person and not entitled to any credit support of any nature.

     6.4 Employee Loans and Affiliate Transactions.

     (a) No Credit Party shall enter into or be a party to any transaction with
any Affiliate thereof (other than another Credit Party) except in the ordinary
course of and pursuant to the reasonable requirements of such Credit Party's
business and upon fair and reasonable terms that are no less favorable to such
Credit Party than would be obtained in a comparable arm's length transaction
with a Person not an Affiliate of such Credit Party, except intercompany loans
permitted in clauses (h) and (i) of Section 6.3 and the Consignment Agreement.
In addition, if any such transaction or series of related transactions involves
payments in excess of $1,000,000 in the aggregate, the terms of these
transactions must be disclosed in advance to


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<PAGE>

Agent (which disclosure may be in the form of a request for issuance of an
Eligible Trade L/C). All such transactions existing as of the date hereof are
described on Disclosure Schedule 6.4(a).

     (b) No Credit Party shall enter into any lending or borrowing transaction
with any employee of any Credit Party, except loans to their respective
employees on an arm's length basis in the ordinary course of business consistent
with past practices for travel expenses, relocation costs and similar purposes
up to a maximum of $200,000 to any employee and up to a maximum of $1,000,000 in
the aggregate at any one time outstanding.

     6.5 Capital Structure and Business. No Credit Party shall make any changes
in any of its business objectives, purposes or operations which could in any way
adversely affect the repayment of the Loans or any of the other Obligations or
could have or result in a Material Adverse Effect. No Credit Party other than
Ultimate Parent shall (i) make any change in or to its capital structure as
described on Disclosure Schedule 3.8 (including a change in capital structure
effected through the issuance of any shares of Stock, warrants or other
securities convertible into Stock or any revision of the terms of its
outstanding Stock), or (ii) amend its charter or bylaws in a manner which would
adversely affect the Agent or Lenders or Borrower's, First Intermediate Parent's
or Store Guarantors' duty or ability to repay the Obligations; provided,
however, that nothing herein shall prohibit a merger or consolidation otherwise
permitted by Section 6.1 hereof.

     6.6 Guaranteed Indebtedness. No Credit Party shall incur any Guaranteed
Indebtedness except (a) by endorsement of instruments or items of payment for
deposit to the general account of any Credit Party, (b) for Guaranteed
Indebtedness incurred for the benefit of any other Credit Party consisting of
payments under the Store leases or if the primary obligation is otherwise
expressly permitted by this Agreement, (c) the Barclays customs bond for the
Foreign Subsidiaries described in Section 6.3(k), and (d) guaranties of the
Senior Notes (and other debt permitted pursuant to Section 6.3(d) hereof);
provided that if any Person shall guarantee payment of the Senior Notes (or
other debt permitted pursuant to Section 6.3(d) hereof) that is not a guarantor
or direct obligor with respect to the Obligations, the Credit Parties shall
cause such Person to guarantee payment of the Obligations and grant to Agent a
security interest in such Person's assets in a manner consistent with the terms
of the Loan Documents executed and delivered by the other Credit Parties.

     6.7 Liens. No Credit Party shall create, incur, assume or permit to exist
any Lien on or with respect to its Accounts or any of its other properties or
assets (whether now owned or hereafter acquired) except for Permitted
Encumbrances and those existing Liens set forth on Schedule 6.7. In addition, no
Credit Party shall become a party to any agreement, note, indenture or
instrument, or take any other action, which would prohibit the creation of a
Lien on any of its properties or other assets in favor of Agent, on behalf of
itself and Lenders, as additional collateral for the Obligations, except
operating leases, Capital Leases, purchase money obligations, or Licenses which
prohibit Liens upon the assets that are subject thereto.

     6.8 Sale of Stock and Assets. No Credit Party shall sell, transfer, convey,
assign or otherwise dispose of any of its properties or other assets, including
the capital Stock of any of its Subsidiaries, or any of their Accounts, other
than as permitted under Section 6.1 and (a) the sale of Inventory in the
ordinary course of business, (b) the sale, transfer, conveyance or


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<PAGE>

other disposition by a Credit Party of Equipment, Fixtures or Real Estate that
are obsolete or no longer used or useful in such Credit Party's business and
having a value not exceeding $500,000 in any single transaction or $1,000,000 in
the aggregate in any Fiscal Year, (c) the sale of other Equipment and Fixtures
having a value not exceeding $500,000 in any single transaction or $1,000,000 in
the aggregate in any Fiscal Year, (d) the sale of all of the stock or
substantially all of the assets of one or more Subsidiaries or Joint Ventures in
an arms'-length transaction in an amount not to exceed $2,000,000 in the
aggregate (and in connection with such sale, such Subsidiary or Subsidiaries
shall be released from all obligations hereunder and under the other Loan
Documents to which it is subject), (e) the sale of the Distribution Center
located in Brooklyn Park, Minnesota by Bermans (i) to Borrower in an
arms'-length transaction or (ii) to any Person not an Affiliate of the Credit
Parties, and (f) the sale of the Distribution Center located on Northwest
Avenue, Miami, Florida by Bentley to any Person not an Affiliate of the Credit
Parties. No Credit Party, other than Ultimate Parent, shall sell or issue any of
its capital Stock (other than directors' qualifying shares) to any Person other
than a Credit Party (it being agreed that upon any sale referred to in clause
(e)(ii) or clause (f), the Mortgage on the applicable property shall be
released).

     6.9 ERISA. No Credit Party shall cause or permit (a) the occurrence of an
ERISA Event which results, or could reasonably be expected to result, in a
distress termination of a Title IV Plan under Section 4041 of ERISA, an
involuntary termination of a Title IV Plan by the PBGC under Section 4042 of
ERISA, a Lien on any property of a Credit Party or ERISA Affiliate or a
liability in excess of $500,000 being assessed against any Credit Party or ERISA
Affiliate; (b) any Title IV Plan to incur an "accumulated funding deficiency"
under Section 412 of the IRC in excess of $500,000, regardless of any waiver;
(c) any Credit Party or ERISA Affiliate to apply for a material funding waiver
under Section 412(d) of the IRC; (d) a material increase in the aggregate
Unfunded Pension Liability of all Title IV Plans, but only taking into account
Title IV Plans with Unfunded Pension Liability at the time of reference; or (e)
a material increase in any Credit Party's obligations under any Retiree Welfare
Plan.

     6.10 Financial Covenants. Ultimate Parent shall not breach or fail to
comply with any of the Financial Covenants (the "Financial Covenants") set forth
in Schedule I.

     6.11 Hazardous Materials. No Credit Party shall cause or permit a Release
of any Hazardous Material on, at, in, under, above, to, from or about any of the
Real Estate where such Release would violate in any material respect, or form
the basis for any material Environmental Liabilities under any Environmental
Laws or Environmental Permits or would otherwise materially and adversely impact
the value or marketability of any of the Real Estate or any of the Collateral.

     6.12 Sale-Leasebacks. No Credit Party shall engage in any sale-leaseback,
synthetic lease or similar transaction, involving any of its assets; provided
that Bermans may engage in a sale-leaseback transaction with respect to its
Brooklyn Park, Minnesota Distribution Center and Bentley may engage in a
sale-leaseback transaction with respect to its Miami, Florida Distribution
Center; provided that Agent shall have received copies of all documents
governing or evidencing any such transaction, including, in each case, a
landlord waiver, in form and substance reasonably satisfactory to Agent, prior
to consummation of any such transaction.


                                       36

<PAGE>

     6.13 Cancellation of Indebtedness. No Credit Party shall cancel any claim
or debt owing to it, except for reasonable consideration negotiated on an
arm's-length basis or in the ordinary course of its business consistent with
past practices.

     6.14 Restricted Payments. No Credit Party shall make any Restricted
Payment, except (a) asset or Stock transfers permitted under Section 6.1; (b)
intercompany loans permitted under Section 6.3; (c) restricted payments
consisting of cash dividends paid to any Store Guarantor or to First
Intermediate Parent, Second Intermediate Parent, Third Intermediate Parent or
Ultimate Parent; and (d) redemptions or repurchases of fractional shares not to
exceed $100,000 per year.

     6.15 Change of Corporate Name or Location; Change of Fiscal Year. No Credit
Party shall (a) change its name as it appears in official filings in the state
of its incorporation or other organization, (b) change its chief executive
office, principal place of business, corporate offices or warehouses or
Collateral locations, or the location of its records concerning the Collateral,
(c) change the type of entity that it is or its jurisdiction of organization,
(d) change its organization identification number, if any, issued by its state
of incorporation or other organization, or (e) merge with any other Credit Party
in any case without at least twenty (20) days prior written notice to Agent and
completion by the Credit Parties of any action reasonably requested by Agent in
connection therewith, including, without limitation, to continue the perfection
of any Liens in favor of Agent, on behalf of Lenders, in any Collateral, and
provided that any such new location shall be in the continental United States.
Without limiting the foregoing, no Credit Party shall change its name, identity
or corporate structure in any manner which might make any financing or
continuation statement filed in connection herewith seriously misleading as such
term is defined in and/or used in the Code or any other then applicable
provision of the Code except upon prior written notice to Agent and Lenders and
completion by the Credit Parties of any action reasonably requested by Agent in
connection therewith, including, without limitation, any action necessary to
continue the perfection of any Liens in favor of Agent, on behalf of Lenders, in
any Collateral.

     6.16 No Impairment of Upstreaming. No Credit Party shall directly or
indirectly enter into or become bound by any agreement, instrument, indenture or
other obligation (other than this Agreement and the other Loan Documents) which
could directly or indirectly restrict, prohibit or require the consent of any
Person with respect to the payment of dividends or distributions or the making
of intercompany loans by a Subsidiary of First Intermediate Parent (other than a
Subsidiary which is not wholly owned and which is not a Credit Party) to any
other Subsidiary of First Intermediate Parent.

     6.17 Changes Relating to Senior Notes, Etc. No Credit Party shall (a)
change or amend the terms of any Senior Notes Documents (or any document related
to any indebtedness permitted pursuant to Section 6.3(d) hereof) if the effect
of such amendment is to: (i) increase the interest rate on such Senior Notes (or
other indebtedness permitted pursuant to Section 6.3(d) hereof); (ii) change the
dates upon which payments of principal or interest are due on the Senior Notes
(or other indebtedness permitted pursuant to Section 6.3(d) hereof) other than
to extend such dates; (iii) change any default or event of default other than to
delete or make less restrictive any default provision therein, or add any
covenant with respect to the Senior Notes (or other indebtedness permitted
pursuant to Section 6.3(d) hereof); (iv) change the


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<PAGE>

redemption or prepayment provisions of the Senior Notes other than to extend the
dates therefor or to reduce the premiums payable in connection therewith; (v)
grant any security or collateral to secure payment of the Senior Notes (or other
indebtedness permitted pursuant to Section 6.3(d) hereof); or (vi) change or
amend any other term of the Senior Notes Documents (or any document related to
any indebtedness permitted pursuant to Section 6.3(d) hereof) if such change or
amendment would materially increase the obligations of any obligor or confer
additional material rights to the holder of a Senior Note (or other indebtedness
permitted pursuant to Section 6.3(d) hereof) in a manner adverse to any Credit
Party, Agent or any Lender, or (b) prepay, defease, purchase or make any payment
of principal on or with respect to, any Senior Note (or other indebtedness
permitted pursuant to Section 6.3(d) hereof) (other than solely with the
proceeds of a refinancing or refunding thereof permitted pursuant to Section
6.3(d) hereof).

     6.18 Eligible Trade L/Cs. Borrower shall not request any documentary letter
of credit for the purchase of finished goods unless each of the following
documents are required as conditions to any draw thereon, unless Agent shall
otherwise consent, and such deliveries must constitute conditions to drawing for
a documentary letter of credit to constitute an Eligible Trade L/C:

          (i) the original Eligible Trade L/C, if only one draw is permitted
     thereunder or if multiple draws are permitted and the subject draw is the
     final draw thereunder;

          (ii) all drafts and pre-approved forms of certificates executed by
     Borrower's supplier, certifying that it has met the conditions for a draw
     under the Eligible Trade L/C;

          (iii) an inspection certificate substantially in the form attached
     hereto as Schedule 6.18, executed by Borrower's employee or agent at the
     point of origin of the finished goods;

          (iv) a commercial invoice with respect to the purchase order(s)
     against which such finished goods are being delivered and a packaging list
     with respect to such goods;

          (v) a non-negotiable ocean bill of lading, freight forwarders cargo
     receipt, a house bill of lading or a copy of an airway bill of lading (a
     "Document of Title") issued by an Approved Shipper with respect to the
     finished goods being shipped and providing for the delivery thereof to
     Borrower; and

          (vi) a certificate of origin.

     6.19 Non-Core Businesses. The Loan Parties shall not permit (x) the
aggregate revenue attributable to all Non-Core Businesses or (y) the EBITDA
attributable to all Non-Core Businesses, to exceed 10% of Ultimate Parent's
consolidated revenue or EBITDA, respectively, for any twelve fiscal month
period.


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<PAGE>

     7. TERM

     7.1 Termination. The financing arrangements contemplated hereby shall be in
effect until the Commitment Termination Date, and the Loans and all other
Obligations shall be automatically due and payable in full on such date.

     7.2 Survival of Obligations Upon Termination of Financing Arrangements.
Except as otherwise expressly provided for in the Loan Documents, no termination
or cancellation (regardless of cause or procedure) of any financing arrangement
under this Agreement shall in any way affect or impair the obligations, duties
and liabilities of Borrower or the rights of Agent and Lenders relating to any
unpaid portion of the Loans or any other Obligations, due or not due,
liquidated, contingent or unliquidated or any transaction or event occurring
prior to such termination, or any transaction or event, the performance of which
is required after the Commitment Termination Date. Except as otherwise expressly
provided herein or in any other Loan Document, all undertakings, agreements,
covenants, warranties and representations of or binding upon any Credit Party,
and all rights of Agent and each Lender, all as contained in the Loan Documents,
shall not terminate or expire, but rather shall survive any such termination or
cancellation and shall continue in full force and effect until the Termination
Date.

     8. EVENTS OF DEFAULT: RIGHTS AND REMEDIES

     8.1 Events of Default. The occurrence of any one or more of the following
events (regardless of the reason therefor) shall constitute an "Event of
Default" hereunder:

     (a) (i) Borrower shall fail to make any payment of principal of, or
interest on, or Fees owing in respect of, the Loans, when due and payable, or
(ii) Borrower shall fail to pay or reimburse Agent or Lenders for any expense
reimbursable hereunder or under any other Loan Document or any other Obligations
within ten (10) days following Agent's demand for such reimbursement or payment
thereof.

     (b) Any Credit Party shall fail or neglect to perform, keep or observe any
of the provisions of Sections 1.4, 1.8, 5.4, 5.11 or 6, or any of the provisions
set forth in Schedules E or I, respectively.

     (c) Borrower shall fail or neglect to perform, keep or preserve any of the
provisions of Section 4 or any provisions set forth in Schedules G or H,
respectively, and the same shall remain unremedied for ten (10) days or more.

     (d) Any Credit Party shall fail or neglect to perform, keep or observe any
other provision of this Agreement or of any of the other Loan Documents (other
than any provision embodied in or covered by any other clause of this Section
8.1) and the same shall remain unremedied for twenty (20) days or more following
notice to such Credit Party.

     (e) A default or breach shall occur under any other agreement, document or
instrument to which any Credit Party is a party which is not cured within any
applicable grace period, and such default or breach (i) involves the failure to
make any payment when due in respect of any Indebtedness (other than the
Obligations) of any Credit Party in excess of


                                       39

<PAGE>


$2,000,000 in the aggregate, or (ii) causes, or such permits any holder of such
Indebtedness or a trustee to cause, Indebtedness or a portion thereof in excess
of $2,000,000 in the aggregate to become due prior to its stated maturity or
prior to its regularly scheduled dates of payment, regardless of whether such
right is exercised, by such holder or trustee.

     (f) Any representation or warranty herein or in any Loan Document or in any
written statement, report, financial statement or certificate made or delivered
to Agent or any Lender by any Credit Party shall be untrue or incorrect in any
material respect as of the date when made or deemed made.

     (g) Assets of any Credit Party with a fair market value of $1,000,000 or
more shall be attached, seized, levied upon or subjected to a writ or distress
warrant, or come within the possession of any receiver, trustee, custodian or
assignee for the benefit of creditors of any Credit Party and such condition
continues for thirty (30) days or more.

     (h) A case or proceeding shall have been commenced against any Material
Credit Party a decree or order in respect of any Material Credit Party (i) under
Title 11 of the United States Code, as now constituted or hereafter amended or
any other applicable federal, state or foreign bankruptcy or other similar law,
(ii) appointing a custodian, receiver, liquidator, assignee, trustee or
sequestrator (or similar official) for any Material Credit Party or any
substantial part of any such Person's assets, or (iii) ordering the winding-up
or liquidation of the affairs of any Material Credit Party, and such case or
proceeding shall remain undismissed or unstayed for sixty (60) days or more or
such court shall enter a decree or order granting the relief sought in such case
or proceeding.

     (i) Any Material Credit Party shall (i) file a petition seeking relief
under Title 11 of the United States Code, as now constituted or hereafter
amended, or any other applicable federal, state or foreign bankruptcy or other
similar law, (ii) consent to the institution of proceedings thereunder or to the
filing of any such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar
official) of any Material Credit Party or of any substantial part of any such
Person's assets, (iii) make an assignment for the benefit of creditors, or (iv)
take any corporate action in furtherance of any of the foregoing.

     (j) A final judgment or judgments for the payment of money in excess of
$1,000,000 in the aggregate at any time outstanding shall be rendered against
any Credit Party and the same shall not, within thirty (30) days after the entry
thereof, have been discharged or execution thereof stayed or bonded pending
appeal, or shall not have been discharged prior to the expiration of any such
stay.

     (k) Any provision of any Loan Document shall for any reason cease to be
valid, binding and enforceable in accordance with its terms (or any Credit Party
shall challenge the enforceability of any Loan Document or shall assert in
writing, or engage in any action or inaction based on any such assertion, that
any provision of any of the Loan Documents has ceased to be or otherwise is not
valid, binding and enforceable in accordance with its terms), or any security
interest created under any Loan Document shall cease to be a valid and perfected
first priority security interest or Lien (except as otherwise permitted herein
or therein) in any of


                                       40

<PAGE>

the Collateral purported to be covered thereby other than as a result of Agent's
failure to take any action within its control.

     (l) Any "Change of Control" shall occur.

     8.2 Remedies.

     (a) (i) If any Event of Default or Material Adverse Effect shall have
occurred and be continuing, Agent may, in accordance with Section 2.3, suspend
this facility with respect to further Advances and/or the incurrence of further
Letter of Credit Obligations and Eligible Trade L/C Obligations and (ii) if any
Event of Default shall have occurred and be continuing, Agent may (and at the
request of the Requisite Lenders shall), following notice, increase the rate of
interest applicable to the Loans and the Letter of Credit Fees to the Default
Rate.

     (b) If any Event of Default shall have occurred and be continuing, Agent
may (and at the written request of the Requisite Lenders shall), without notice,
(i) terminate this facility with respect to further Advances or the incurrence
of further Letter of Credit Obligations and Eligible Trade L/C Obligations; (ii)
declare all or any portion of the Obligations, including all or any portion of
any Loan to be forthwith due and payable, and require that the Letter of Credit
Obligations and Eligible Trade L/C Obligations be cash collateralized as
provided in Schedule B, all without presentment, demand, protest or further
notice of any kind, all of which are expressly waived by Borrower and each
Credit Party that is a signatory hereto; and (iii) exercise any rights and
remedies provided to Agent under the Loan Documents and/or at law or equity,
including all remedies provided under the Code; provided, however, that upon the
occurrence of an Event of Default specified in Sections 8.1(g), (h) or (i),
Revolving Loan Commitments to make further Advances or the incurrence of further
Letter of Credit Obligations and Eligible Trade L/C Obligations shall
automatically terminate and all of the Obligations, including the Revolving
Loan, shall become immediately due and payable without declaration, notice or
demand by any Person.

     (c) Notwithstanding anything to the contrary contained herein, in the
Mortgages or in the Amended and Restated Security Agreement, if the Loans have
been accelerated in accordance with the provisions hereof, the proceeds from the
foreclosure, sale or other disposition of Collateral shall be applied as
follows:

          (i) if such proceeds are from the Term Collateral, such proceeds shall
     be applied (1) first, to the expenses of such foreclosure, sale or other
     disposition of Collateral, (2) second, to Fees and Agent's expenses
     reimbursable hereunder, (3) third, to accrued interest on the Term Loan B,
     (4) fourth, to the outstanding principal balance of the Term Loan B, (5)
     fifth, to accrued interest on the Swing Line Loan, (6) sixth, to the
     outstanding principal balance of the Swing Line Loan, (7) seventh, to the
     accrued interest on the Revolving Loan (other than interest owing to a
     Non-Funding Lender), (8) eighth, to the outstanding principal balance of
     the Revolving Loan (other than principal owing to a Non-Funding Lender),
     (9) ninth, to the other Obligations (other than Obligations owing to a
     Non-Funding Lender) in such order as Agent shall determine, (10) tenth, to
     the accrued interest on the Revolving Loan owing to Non-Funding Lenders,
     (11) eleventh, to the outstanding principal balance of the Revolving Loan
     owing to


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<PAGE>


     Non-Funding Lenders, and (12) twelfth, to the other Obligations owing to
     Non-Funding Lenders; and

          (ii) if such proceeds are from Collateral other than Term Collateral,
     such proceeds shall be applied (1) first, to the expenses of such
     foreclosure, sale or other disposition of Collateral, (2) second, to Fees
     and Agent's expenses reimbursable hereunder, (3) third, to accrued interest
     and the outstanding principal balance of Loans other than the Term Loan B
     (other than interest and principal owing to a Non-Funding Lender), and to
     the cash collateralization of all outstanding Letter of Credit Obligations
     and Eligible Trade L/C Obligations, in such order as Agent shall determine,
     (4) fourth, to accrued interest on the Term Loan B, (5) fifth, to the
     outstanding principal balance of the Term Loan B,(6) sixth, to the other
     Obligations (other than Obligations owing to a Non-Funding Lender) in such
     order as Agent shall determine, (7) seventh, to the accrued interest on
     Loans other than the Term Loan B owing to Non-Funding Lenders, (8) eighth,
     to the outstanding principal balance of the Loans other than the Term Loan
     B owing to Non-Funding Lenders, and (9) ninth, to the other Obligations
     owing to Non-Funding Lenders.


     (d) In the event that Borrower and some or all of the Credit Parties are
sold as a going concern or Term Collateral and other Collateral are sold
together, and, in either case, the proceeds are insufficient to pay all of the
Obligations in full, then, at the request of the holders of a majority in
principal amount of the Revolving Loan Commitments (or following acceleration of
the Revolving Loan, the holders of a majority of the principal amount of the
Revolving Loan) or at the request of the holders of a majority in principal
amount of the Term Loan B, an independent appraiser selected by the Requisite
Lenders will be hired to appraise the Collateral to be sold with the expenses of
such appraiser to be paid by the Lenders in accordance with their Pro Rata
Shares. The appraiser shall determine the fair market values of the Term
Collateral and all other Collateral being directly or indirectly sold in such a
transaction. The portion of the net proceeds of sale equal to a percentage
determined by (x) the fair market value of the Term Collateral sold divided by
(y) the fair market value of all Collateral sold, will be applied to the Term
Loan B. The balance of the net proceeds of sale will be applied to the other
Obligations. The appraiser's determination will be final and binding on all
Lenders.

     8.3 Waivers by Credit Parties. Except as otherwise provided for in this
Agreement or by applicable law, each Credit Party waives (a) presentment, demand
and protest and notice of presentment, dishonor, notice of intent to accelerate,
notice of acceleration, protest, default, nonpayment, maturity, release,
compromise, settlement, extension or renewal of any or all commercial paper,
accounts, contract rights, documents, instruments, chattel paper and guaranties
at any time held by Agent on which any Credit Party may in any way be liable,
and hereby ratifies and confirms whatever Agent may do in this regard, (b) all
rights to notice and a hearing prior to Agent's taking possession or control of,
or to Agent's replevy, attachment or levy upon, the Collateral or any bond or
security which might be required by any court prior to allowing Agent to
exercise any of its remedies, and (c) the benefit of all valuation, appraisal
and exemption laws.


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<PAGE>


     9. ASSIGNMENT AND PARTICIPATIONS; APPOINTMENT OF AGENT

     9.1 Assignment and Participations.

     (a) Any Lender may assign at any time or times, any of the Loan Documents,
Loans, any Commitment or any portion thereof or interest therein, including,
without limitation, any Lender's rights, title, interests, remedies, powers or
duties thereunder, whether evidenced by a writing or not, with Borrower's
consent which shall not be unreasonably withheld or delayed; provided that so
long as any Event of Default shall have occurred and be continuing Borrower's
consent shall not be required. Any assignment by a Lender shall (i) require the
consent of Agent (which consent shall not be unreasonably withheld or delayed)
and the execution of an assignment agreement (a "Lender Assignment Agreement")
substantially in form attached hereto as Exhibit 9.1(a) and otherwise in form
and substance satisfactory to, and acknowledged by, Agent; (ii) be conditioned
on such assignee Lender representing to the assigning Lender and the Agent that
it is purchasing the applicable Loans to be assigned to it for its own account,
for investment purposes and not with a view to the distribution thereof; (iii)
if a partial assignment, be in an amount at least equal to $5,000,000 and, after
giving effect to any such partial assignment, the assigning Lender shall have
retained Commitments in an amount at least equal to $5,000,000; and (iv) include
a payment by the assigning Lender to the Agent of an assignment fee of $3,500.
In the case of an assignment by a Lender under this Section 9.1, the assignee
shall have, to the extent of such assignment, the same rights, benefits and
obligations as it would if it were a Lender hereunder. The assigning Lender
shall be relieved of its obligations hereunder with respect to its Commitment or
assigned portion thereof from and after the date of such assignment. Borrower
hereby acknowledges and agrees that any assignment will give rise to a direct
obligation of Borrower to the assignee and that the assignee shall be considered
to be a "Lender". In all instances, each Lender's liability to make Loans
hereunder shall be several and not joint and shall be limited to such Lender's
Pro Rata Share of the Commitments. In the event Agent or any Lender assigns or
otherwise transfers all or any part of a Note, Agent or any such Lender shall so
notify Borrower and Borrower shall, upon the request of Agent or such Lender,
execute new Notes in exchange for the Notes being assigned.

     (b) Borrower consents to any Lender's sale of a participation, at any time
or times, in all or part of its Commitment. Any sale of a participation by a
Lender of all or any part of its Commitment shall be made with the
understandings that all amounts payable by Borrower hereunder shall be
determined as if that Lender had not sold such participation, except as provided
in the following sentence, and that the holder of any such participation shall
not be entitled to require such Lender to take or omit to take any action
hereunder except actions directly affecting (i) any reduction in the principal
amount of, or interest rate or Fees payable with respect to, any Loan in which
such holder participates, (ii) any extension of the final scheduled maturity
date of the principal amount of any Loan in which such holder participates, and
(iii) any release of all or substantially all of the Collateral (other than in
accordance with the terms of this Agreement, the Collateral Documents or the
other Loan Documents). Solely for purposes of Sections 1.13, 1.15, 1.16 and 9.8,
Borrower acknowledges and agrees that a participation shall give rise to a
direct obligation of Borrower to the participant and the participant shall be
considered to be a "Lender". Except as set forth in the preceding sentence
neither Borrower nor any Credit Party shall have any obligation or duty to any
participant.


                                       43

<PAGE>


Neither Agent nor any Lender (other than the Lender selling a participation)
shall have any duty to any participant and may continue to deal solely with the
Lender selling a participation as if no such sale had occurred.

     (c) So long as no Event of Default shall have occurred and be continuing,
no Lender shall assign or sell participations in any portion of its Loans or
Revolving Loan Commitments to a potential Lender or participant, if, as of the
date of the proposed assignment or sale, the assignee Lender or participant
would be subject to capital adequacy or similar requirements under Section
1.16(a), increased costs under Section 1.16(b), an inability to fund LIBOR Loans
under Section 1.16(c), or withholding taxes in accordance with Section 1.16(d).

     (d) Except as expressly provided in this Section 9.1, no Lender shall, as
between Borrower and that Lender, or Agent and that Lender, be relieved of any
of its obligations hereunder as a result of any sale, assignment, transfer or
negotiation of, or granting of participation in, all or any part of the Loans,
the Notes or other Obligations owed to such Lender.

     (e) Borrower shall assist any Lender permitted to sell assignments under
this Section 9.1 as reasonably required to enable the assigning or selling
Lender to effect any such assignment, including the execution and delivery of
any and all agreements, notes and other documents and instruments as shall be
requested, and the participation of management in meetings with, potential
assignees at Borrower's headquarters. Borrower shall certify the correctness,
completeness and accuracy of all descriptions of Borrower and its affairs
contained in any selling materials provided by it and all other information
provided by it and included in such materials, except that any Projections
delivered by Borrower shall only be certified by Borrower as having been
prepared by Borrower in compliance with the representations contained in Section
3.4.

     (f) A Lender may furnish any information concerning Borrower in the
possession of such Lender from time to time to assignees and participants
(including prospective assignees and participants). Each Lender shall obtain
from assignees or participants confidentiality covenants substantially
equivalent to those contained herein.

     9.2 Appointment of Agent. GE Capital is hereby appointed to act on behalf
of all Lenders as Agent under this Agreement and the other Loan Documents. The
provisions of this Section 9.2 are solely for the benefit of Agent and Lenders
and no Credit Party nor any other Person shall have any rights as a third party
beneficiary of any of the provisions hereof. In performing its functions and
duties under this Agreement and the other Loan Documents, Agent shall act solely
as an agent of Lenders and does not assume and shall not be deemed to have
assumed any obligation toward or relationship of agency or trust with or for any
Credit Party or any other Person. Agent shall have no duties or responsibilities
except for those expressly set forth in this Agreement and the other Loan
Documents. The duties of Agent shall be mechanical and administrative in nature
and Agent shall not have, or be deemed to have, by reason of this Agreement, any
other Loan Document or otherwise a fiduciary relationship in respect of any
Lender. Neither Agent nor any of its Affiliates nor any of their respective
officers, directors, employees, agents or representatives shall be liable to any
Lender for any action taken or omitted to be taken by it hereunder or under any
other Loan Document, or in connection herewith or


                                       44

<PAGE>


therewith, except for damages solely caused by its or their own gross negligence
or willful misconduct as finally determined by a court of competent
jurisdiction.

     If Agent shall request instructions from Requisite Lenders with respect to
any act or action (including failure to act) in connection with this Agreement
or any other Loan Document, then Agent shall be entitled to refrain from such
act or taking such action unless and until Agent shall have received
instructions from Requisite Lenders, and Agent shall not incur liability to any
Person by reason of so refraining. Agent shall be fully justified in failing or
refusing to take any action hereunder or under any other Loan Document (a) if
such action would, in the opinion of Agent, be contrary to law or the terms of
this Agreement or any other Loan Document, (b) if such action would, in the
opinion of Agent, expose Agent to Environmental Liabilities and Costs or (c) if
Agent shall not first be indemnified to its satisfaction against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. Without limiting the foregoing, no Lender
shall have any right of action whatsoever against Agent as a result of Agent
acting or refraining from acting hereunder or under any other Loan Document in
accordance with the instructions of Requisite Lenders.

     9.3 Agent's Reliance, Etc. Neither Agent nor any of its Affiliates nor any
of their respective directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken by it or them under or in connection
with this Agreement or the other Loan Documents, except for damages solely
caused by its or their own gross negligence or willful misconduct as finally
determined by a court of competent jurisdiction. Without limitation of the
generality of the foregoing, Agent: (a) may treat the payee of any Note as the
holder thereof until Agent receives written notice of the assignment or transfer
thereof signed by such payee and in form satisfactory to Agent; (b) may consult
with legal counsel, independent public accountants and other experts selected by
it and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel, accountants or
experts; (c) makes no warranty or representation to any Lender and shall not be
responsible to any Lender for any statements, warranties or representations made
in or in connection with this Agreement or the other Loan Documents; (d) shall
not have any duty to ascertain or to inquire as to the performance or observance
of any of the terms, covenants or conditions of this Agreement or the other Loan
Documents on the part of any Credit Party or to inspect the Collateral
(including the books and records) of any Credit Party; (e) shall not be
responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or the other
Loan Documents or any other instrument or document furnished pursuant hereto or
thereto; and (f) shall incur no liability under or in respect of this Agreement
or the other Loan Documents by acting upon any notice, consent, certificate or
other instrument or writing (which may be by telecopy, telegram, cable or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

     9.4 GE Capital and Affiliates. With respect to its Commitments hereunder,
GE Capital shall have the same right and powers under this Agreement and the
other Loan Documents as any other Lender and may exercise the same as though it
were not Agent; and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated, include GE Capital in its individual capacity. GE Capital
and its Affiliates may lend money to, invest in, and generally engage in any
kind of business with, any Credit Party, any of their Affiliates and any Person
who


                                       45

<PAGE>

may do business with or own securities of any Credit Party or any such
Affiliate, all as if GE Capital were not Agent and without any duty to account
therefor to Lenders. GE Capital and its Affiliates may accept fees and other
consideration from any Credit Party for services in connection with this
Agreement or otherwise without having to account for the same to Lenders.

     9.5 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon Agent or any other Lender and based on
the Financial Statements referred to in Section 3.4 and such other documents and
information as it has deemed appropriate, made its own credit and financial
analysis of the Credit Parties and its own decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement. Each
Lender acknowledges the potential conflict of interest of each other Lender as a
result of the Lenders holding disproportionate interests in the Loans, and
expressly consents to, and waives any claim based upon, such conflict of
interest.

     9.6 Indemnification. Lenders agree to indemnify Agent (to the extent not
reimbursed by Borrower and without limiting the obligations of Borrower
hereunder), ratably according to their respective Pro Rata Shares, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against
Agent in any way relating to or arising out of this Agreement or any other Loan
Document or any action taken or omitted by Agent in connection therewith;
provided, however, that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from Agent's gross negligence
or willful misconduct as finally determined by a court of competent
jurisdiction. Without limiting the foregoing, each Lender agrees to reimburse
Agent promptly upon demand for its ratable share of any out-of-pocket expenses
(including counsel fees) incurred by Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement and each
other Loan Document, to the extent that Agent is not reimbursed for such
expenses by Borrower.

     9.7 Successor Agent. Agent may resign at any time by giving not less than
thirty (30) days' prior written notice thereof to Lenders and Borrower. Upon any
such resignation, the Requisite Lenders shall have the right to appoint a
successor Agent which shall be reasonably acceptable to Borrower. If no
successor Agent shall have been so appointed by the Requisite Lenders and shall
have accepted such appointment within 30 days after the resigning Agent's giving
notice of resignation, then the resigning Agent may, on behalf of the Lenders,
appoint a successor Agent, which shall be a Lender, if a Lender is willing to
accept such appointment, or otherwise shall be a commercial bank or financial
institution organized under the laws of the United States of America or of any
State thereof having a combined capital and surplus of at least $300,000,000. If
no successor Agent has been appointed pursuant to the foregoing, by the 30th day
after the date such notice of resignation was given by the resigning Agent, such
resignation shall become effective and the Requisite Lenders shall thereafter
perform all the duties of Agent hereunder until such time, if any, as the
Requisite Lenders


                                       46

<PAGE>

appoint a successor Agent (which shall be reasonably acceptable to Borrower) as
provided above. Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall succeed to and become vested with
all the rights, powers, privileges and duties of the resigning Agent, and the
resigning Agent shall be discharged from its duties and obligations under this
Agreement and the other Loan Documents, except that any indemnity rights or
other rights in favor of such resigning Agent shall continue. After any
resigning Agent's resignation hereunder, the provisions of this Section 9 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement and the other Loan Documents.

     9.8 Setoff and Sharing of Payments. In addition to any rights now or
hereafter granted under applicable law and not by way of limitation of such
rights, upon the occurrence and during the continuance of any Event of Default,
each Lender and each holder of any Note is hereby authorized at any time or from
time to time, without notice to Borrower or to any other Person, any such notice
being hereby expressly waived, to set off and to appropriate and to apply any
and all balances held by it at any of its offices for the account of Borrower
(regardless of whether such balances are then due to Borrower and without regard
to the adequacy of any other Collateral) and any other properties or assets any
time held or owing by that Lender or that holder to or for the credit or for the
account of Borrower against and on account of any of the Obligations which are
not paid when due. Any Lender or holder of any Note exercising a right to set
off shall purchase for cash (and the other Lenders or holders shall sell) such
participations in each such other Lender's or holder's Pro Rata Share of the
Obligations as would be necessary to cause such Lender to share the amount so
set off with each other Lender or holder in accordance with their respective Pro
Rata Shares. Borrower agrees, to the fullest extent permitted by law, that (a)
any Lender or holder may exercise its right to set off with respect to amounts
in excess of its Pro Rata Share of the Obligations and may sell participations
in such amount so set off to other Lenders and holders and (b) any Lender or
holders so purchasing a participation in the Loans made or other Obligations
held by other Lenders or holders may exercise all rights of set-off, bankers'
lien, counterclaim or similar rights with respect to such participation as fully
as if such Lender or holder were a direct holder of the Loans and the other
Obligations in the amount of such participation. Notwithstanding the foregoing,
if all or any portion of the set-off amount is thereafter recovered from the
Lender that has exercised the right of set-off, the purchase of participations
by that Lender shall be rescinded and the purchase price restored without
interest.

     9.9 Advances; Payments; Information; Non-Funding Lender.

     (a) Advances; Payments; Fee Payments.

          (i) The parties hereto agree that, whenever possible, the Swing Line
     Loan shall be the first Loan advanced and the first Loan repaid so as to
     minimize fluctuations in the Revolving Loan balance. Furthermore, for ease
     of administration, Agent may, on behalf of Lenders, disburse funds to
     Borrower for requested Revolving Credit Advances and the Revolving Loan
     balance may fluctuate from day to day through Agent's disbursement of funds
     to, and receipt of funds from, Borrower. In order to minimize the frequency
     of transfers of funds between Agent and each Lender, Revolving Credit
     Advances requested to be made in respect of Index Rate Loans and payments
     in respect thereof will be settled according to the procedures


                                       47

<PAGE>

     described in Sections 9.9(a)(ii) and 9.9(a)(iii) below. Notwithstanding
     these procedures, each Lender's obligation to fund its portion of any
     Revolving Credit Advances made by Agent to Borrower will commence on the
     date such Advances are made by Agent. Such payments will be made by each
     Lender without setoff, counterclaim or reduction of any kind.

          (ii) Not later than 11:00 a.m. (Chicago time) on the second (2nd) and
     fifth (5th) Business Day of each week, or more frequently (including daily)
     if Agent so elects (each such day being a "Settlement Date"), Agent will
     advise each Lender by telephone or telecopy of the amount of such Lender's
     Pro Rata Share of the balance of the Revolving Loan as of the close of
     business on the first (1st) Business Day immediately preceding the
     Settlement Date. In the event that payments from Agent are necessary to
     adjust the amount of such Lender's portion of the Revolving Loan to such
     Lender's Pro Rata Share of the Revolving Loan as of any Settlement Date,
     Agent will pay each Lender, in same day funds, by wire transfer to its
     account not later than 2:00 p.m. (Chicago time) on the Settlement Date.
     Agent may allocate payments among the Lenders so as to cause the principal
     amount of the Loans outstanding from each Lender to match that Lender's Pro
     Rata Share. If Agent so elects, Agent may require that each Lender make its
     Pro Rata Share of any requested Revolving Credit Advance available to Agent
     for disbursement prior to the funding of such Advance. If Agent elects to
     require that such funds be so made available, Agent shall advise each
     Lender by telephone or telecopy of the amount of such Lender's Pro Rata
     Share of the requested Revolving Credit Advance no later than noon (Chicago
     time) on the date of funding of each Index Rate Loan and no later than
     11:00 a.m. (Chicago Time) on the date that is two (2) Business Days prior
     to the proposed funding date of any LIBOR Loan, and each such Lender shall
     pay Agent such amount in same day funds, by wire transfer to the Collection
     Account not later than 2:00 p.m. (Chicago time) on the date of funding such
     Advance.

          (iii) For purposes of this Section 9.9(a)(iii), the following terms
     will have the following meanings:

               (A) "Daily Loan Balance" means, with respect to the Revolving
          Credit Advances, an amount calculated as of the end of each calendar
          day by subtracting (i) the cumulative principal amount paid by Agent
          to a Lender with respect to the Revolving Credit Advances from the
          Closing Date through and including such calendar day, from (ii) the
          cumulative principal amount of the Revolving Credit Advances advanced
          by such Lender to Agent from the Closing Date through and including
          such calendar day.

               (B) "Daily Interest Rate" means, with respect to the Revolving
          Credit Advances, an amount calculated by dividing the interest rate
          payable to a Lender on the Revolving Credit Advances (as determined
          pursuant to Section 1.5 and 1.6) as of each calendar day by three
          hundred sixty (360) days in the case of LIBOR Loans and three hundred
          sixty-five (365) days in the case of Index Rate Loans.

               (C) "Daily Interest Amount" means, with respect to the Revolving
          Loan, an amount calculated by multiplying the Daily Loan Balance of


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<PAGE>

          the Revolving Credit Advances by the associated Daily Interest Rate
          applicable to such Revolving Credit Advances.

               (D) "Interest Ratio" means, with respect to the Revolving Credit
          Advances, a number calculated by dividing the total amount of interest
          on the Revolving Credit Advances received by Agent during the
          immediately preceding month by the total amount of interest on the
          Revolving Credit Advances due from Borrower during the immediately
          preceding month.

     On the first (1st) Business Day of each calendar month (an "Interest
     Settlement Date"), Agent will advise each Lender by telephone or telecopy
     of the amount of such Lender's Pro Rata Share of interest and Fees paid for
     the benefit of Lenders with respect to the Revolving Credit Advances as of
     the end of the last day of the immediately preceding month. Provided that
     such Lender has made all payments required to be made by it under this
     Agreement and the other Loan Documents, Agent will pay to such Lender such
     Lender's Pro Rata Share of principal, interest and Fees paid for the
     benefit of Lenders on the Revolving Loans. Such payments shall be made by
     wire transfer to such Lender's account (as specified by such Lender to
     Agent in writing, as amended by such Lender from time to time after the
     date hereof pursuant to the notice provisions contained herein or in the
     applicable Lender Assignment Agreement) not later than 12:00 noon (Chicago
     time) on the next Business Day following the Interest Settlement Date. Such
     Lender's Pro Rata Share of interest on Revolving Credit Advances will be
     calculated by adding together such Lender's Pro Rata Share of the Daily
     Interest Amounts for each calendar day of the prior month for the Revolving
     Credit Advances and multiplying the total thereof by the Interest Ratio for
     the Revolving Credit Advances. Consistent with the foregoing, during those
     periods between Settlement Dates in which Agent has advanced more than its
     Pro Rata Share of the Revolving Credit Advances, the Daily Interest Amount
     allocable to the Lenders will be reduced and the interest accrued on such
     amounts shall be for the account of Agent.

     (b) Availability of Lender's Pro Rata Share. Agent may assume that each
Lender will make its Pro Rata Share of each Revolving Credit Advance available
to Agent on each Settlement Date. If such Pro Rata Share is not, in fact, paid
to Agent by such Lender when due, Agent will be entitled to recover such amount
on demand from such Lender without set-off, counterclaim or deduction of any
kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon
Agent's demand, Agent shall promptly notify Borrower and Borrower shall
immediately repay such amount to Agent. Nothing in this Section 9.9 or elsewhere
in this Agreement or the other Loan Documents shall be deemed to require Agent
to advance funds on behalf of any Lender or to relieve any Lender from its
obligation to fulfill its Revolving Loan Commitments hereunder or to prejudice
any rights that Borrower may have against any Lender as a result of any default
by such Lender hereunder.

     (c) Return of Payments.

          (i) If Agent pays an amount to a Lender under this Agreement in the
     belief or expectation that a related payment has been or will be received
     by Agent from Borrower and such related payment is not received by Agent,
     then Agent will be entitled to recover such amount from such Lender on
     demand without set-off, counterclaim or deduction of any kind.


                                       49

<PAGE>

          (ii) If Agent determines at any time that any amount received by Agent
     under this Agreement must be returned to Borrower or paid to any other
     Person pursuant to any insolvency law or otherwise, then, notwithstanding
     any other term or condition of this Agreement or any other Loan Document,
     Agent will not be required to distribute any portion thereof to any Lender.
     In addition, each Lender will repay to Agent on demand any portion of such
     amount that Agent has distributed to such Lender, together with interest at
     such rate, if any, as Agent is required to pay to Borrower or such other
     Person, without set-off, counterclaim or deduction of any kind.

     (d) Non-Funding Lenders.

     The failure of any Lender (such Lender, a "Non-Funding Lender") to make any
Revolving Credit Advance to be made by it on the date specified therefor shall
not relieve any other Lender (each such other Lender, an "Other Lender") of its
obligations to make a Revolving Credit Advance on such date, but neither any
Other Lender nor Agent shall be responsible for the failure of any Non-Funding
Lender to make a Revolving Credit Advance to be made by such Non-Funding Lender,
and no Other Lender shall have any obligation to Agent or any Other Lender for
the failure by such Non-Funding Lender. Notwithstanding anything set forth
herein to the contrary so long as any Lender continues to be a Non-Funding
Lender, such Non-Funding Lender shall not have any voting or consent rights
under or with respect to any Loan Document or constitute a "Lender" (or be
included in the calculation of "Requisite Lenders" hereunder) for any voting or
consent rights under or with respect to any Loan Document.

     (e) Dissemination of Information.

     Agent will use reasonable efforts to provide Lenders with any notice of
Default or Event of Default received by Agent from, or delivered by Agent to,
any Credit Party, with notice of any Event of Default of which Agent has
actually become aware and with notice of any action taken by Agent following any
Event of Default; provided, however, that Agent shall not be liable to any
Lender for any failure to do so, except to the extent that such failure is
attributable solely to Agent's gross negligence or willful misconduct as finally
determined by a court of competent jurisdiction. Lenders acknowledge that
Borrower is required to provide Financial Statements and Collateral Reports to
certain of the Lenders in accordance with Schedules G and H hereto and agree
that Agent shall have no duty to provide the same to Lenders.

     (f) Actions in Concert.

     Anything in this Agreement to the contrary notwithstanding, each Lender
hereby agrees with each other Lender that no Lender shall take any action to
protect or enforce its rights arising out of this Agreement or the Notes
(including, without limitation, exercising any rights of set-off) without first
obtaining the prior written consent of Agent or Requisite Lenders, it being the
intent of Lenders that any such action to protect or enforce rights under this
Agreement and the Notes shall be taken in concert and at the direction or with
the consent of the Agent.

     (g) Regulation A.

     Notwithstanding any other provision set forth in this Agreement, any Lender
may at any time create a security interest in all or a portion of its rights
under this Agreement



                                       50

<PAGE>

(including, without limitation, the Advances owing to it and the Note held by
it) in favor of any Federal Reserve Bank in accordance with Regulation A of the
Board of Governors of the Federal Reserve System.

     10. SUCCESSORS AND ASSIGNS

     10.1 Successors and Assigns. This Agreement and the other Loan Documents
shall be binding on and shall inure to the benefit of each Credit Party
signatory hereto, Agent, Lenders and their respective successors and assigns
(including, in the case of any Credit Party, a debtor-in-possession on behalf of
such Credit Party), except as otherwise provided herein or therein. No Credit
Party may assign, transfer, hypothecate or otherwise convey its rights,
benefits, obligations or duties hereunder or under any of the other Loan
Documents without the prior express written consent of Agent and Requisite
Lenders. Any such purported assignment, transfer, hypothecation or other
conveyance by any Credit Party signatory hereto without the prior express
written consent of Agent and Requisite Lenders shall be void. The terms and
provisions of this Agreement are for the purpose of defining the relative rights
and obligations of each Credit Party signatory hereto, Agent and Lenders with
respect to the transactions contemplated hereby and no Person shall be a third
party beneficiary of any of the terms and provisions of this Agreement or any of
the other Loan Documents.

     11. MISCELLANEOUS

     11.1 Complete Agreement; Modification of Agreement. The Loan Documents
constitute the complete agreement between the parties with respect to the
subject matter thereof and may not be modified, altered or amended except as set
forth in Section 11.2 below. Any letter of interest, commitment letter, fee
letter (other than the GE Capital Fee Letter and the Revolver Fee Letter) or
confidentiality agreement between any Credit Party and Agent or any Lender or
any of their respective affiliates, predating this Agreement and relating to a
financing of substantially similar form, purpose or effect shall be superseded
by this Agreement.

     11.2 Amendments and Waivers.

     (a) Except as otherwise provided below, no amendment, modification,
termination or waiver of any provision of this Agreement or any of the Notes, or
any consent to any departure by any Credit Party therefrom, shall in any event
be effective unless the same shall be in writing and signed by Agent and each
Credit Party signatory hereto, and by Requisite Lenders.

     (b) No amendment, modification, termination or waiver of or consent with
respect to any provision of this Agreement which increases the percentage
advance rates set forth in the definition of Borrowing Base, shall be effective
unless the same shall be in writing and signed by Agent, all Lenders and each
Credit Party signatory hereto.

     (c) No amendment, modification, termination or waiver shall, unless in
writing and signed by Agent and each Lender directly affected thereby, do any of
the following: (i) increase the principal amount of the Commitment of any Lender
(and all Lenders shall be deemed to be affected thereby) or amend the definition
of Borrowing Base or any component thereof which would have the effect of
increasing the credit available to Borrower hereunder; (ii)


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<PAGE>

reduce the principal of, rate of interest on or Fees payable with respect to any
Loan, Letter of Credit Obligations or Eligible Trade L/C Obligations of any
affected Lender; (iii) extend the final scheduled maturity date of the principal
amount of any Loan of any affected Lender; (iv) waive, forgive, defer, extend or
postpone any payment of interest or Fees as to any affected Lender; (v) release
any Guaranty of a Material Credit Party; (vi) except as otherwise permitted
herein or in the other Loan Documents, release or subordinate the Agent's Liens
upon, or permit any Credit Party to sell or otherwise dispose of, any Collateral
with a value exceeding $5,000,000 in the aggregate other than sales of Inventory
in the ordinary course; (vii) increase the L/C Sublimit (and all Lenders shall
be deemed to be affected thereby); (viii) change the percentage of the Revolving
Loan Commitments or of the aggregate unpaid principal amount of the Loans which
shall be required for Lenders or any of them to take any action hereunder; and
(ix) amend or waive Section 8.2(c) or (d) or this Section 11.2 or the
definitions of the terms used in Section 8.2(c) or (d) or this Section 11.2
insofar as the definitions affect the substance of Section 8.2(c) or (d) or this
Section 11.2. Without limiting the foregoing, no amendment, modification,
termination or waiver which (i) impacts, affects or involves the Term Collateral
or (ii) impacts the Term Lender in a manner different than the impact upon the
Revolving Lenders shall be effective without the consent of the Term Lender and
Requisite Lenders. Furthermore, no amendment, modification, termination or
waiver affecting the rights or duties of Agent under this Agreement or any other
Loan Document shall be effective unless in writing and signed by Agent, in
addition to Lenders required hereinabove to take such action. Each amendment,
modification, termination or waiver shall be effective only in the specific
instance and for the specific purpose for which it was given. No amendment,
modification, termination or waiver shall be required for Agent to take
additional Collateral pursuant to any Loan Document. No notice to or demand on
any Credit Party in any case shall entitle such Credit Party or any other Credit
Party to any other or further notice or demand in similar or other
circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this Section 11.2 shall be binding upon each holder
of the Notes at the time outstanding and each future holder of the Notes.

     (d) If, in connection with any proposed amendment, waiver or termination (a
"Proposed Change"):

          (i) requiring the consent of all affected Lenders, the consent of
     Requisite Lenders is obtained, but the consent of other Lenders whose
     consent is required is not obtained (each such Lender whose consent is not
     obtained as described in this clause (i) or in clause (ii) below being
     referred to as a "Non Consenting Lender"), or

          (ii) requiring the consent of Requisite Lenders, the consent of
     Lenders holding 50.1% of the aggregate Revolving Loan Commitments is
     obtained, but the consent of Requisite Lenders is not obtained,

then, so long as Agent is not a Non-Consenting Lender, Agent shall have the
right in its sole discretion (but shall be under no obligation) to purchase from
such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they
shall, upon Agent's request, sell and assign to Agent, all of the Revolving Loan
Commitments of such Non-Consenting Lender for an amount equal to the principal
balance of all Loans held by the Non-Consenting Lender and all accrued


                                       52

<PAGE>

interest and Fees with respect thereto through the date of sale, such purchase
and sale to be consummated pursuant to an executed Lender Assignment Agreement.

     (e) Upon indefeasible payment in full in cash and performance of all of the
Obligations (other than indemnification Obligations under Section 1.13) and
termination of the Revolving Loan Commitments, and so long as no suits, actions,
proceedings or claims are pending or threatened against any Indemnified Person
asserting any damages, losses or liabilities that are Indemnified Liabilities,
Agent shall deliver to Borrower termination statements, termination letters
regarding bailee agreements and blocked account agreements and other documents
necessary or appropriate to evidence the termination of the Liens securing
payment of the Obligations.

     11.3 Fees and Expenses. Borrower shall reimburse Agent for all
out-of-pocket expenses incurred in connection with the preparation of the Loan
Documents (including the reasonable fees and expenses of all of its special loan
counsel, advisors, consultants and auditors retained in connection with the Loan
Documents and advice in connection therewith). Borrower shall reimburse Agent
(and, with respect to clauses (c), (d) and (e) below, each Lender) for all fees,
costs and expenses, including the fees, costs and expenses of counsel (including
the allocated cost of in-house counsel) or other advisors (including
environmental and management consultants) for advice, assistance, or other
representation in connection with:

     (a) the forwarding to Borrower or any other Person on behalf of Borrower by
Agent of the proceeds of the Loans;

     (b) any amendment, modification or waiver of, or consent with respect to,
any of the Loan Documents or advice in connection with the administration of the
Loans made pursuant hereto or its rights hereunder or thereunder;

     (c) any litigation, contest, dispute, suit, proceeding or action (whether
instituted by Agent, any Lender, Borrower or any other Person) in any way
relating to the Collateral, any of the Loan Documents or any other agreement to
be executed or delivered in connection therewith or herewith, whether as party,
witness, or otherwise, including any litigation, contest, dispute, suit, case,
proceeding or action, and any appeal or review thereof, in connection with a
case commenced by or against Borrower or any other Person that may be obligated
to Agent by virtue of the Loan Documents;

     (d) any attempt to enforce any rights of Agent or any Lender against any or
all of the Credit Parties or any other Person that may be obligated to Agent or
any Lender by virtue of any of the Loan Documents;

     (e) any work-out or restructuring of the Loans during the pendency of one
or more Events of Default, but only as to Persons who are Lenders as of the
Closing Date and who continue to hold 7.5% or more of the total Revolving Loan
Commitments;

     (f) efforts to (i) consistent with the terms of the Loan Documents, monitor
the Loans or any of the other Obligations, (ii) consistent with the terms of the
Loan Documents verify, observe or assess any of the Credit Parties or their
respective affairs, and (iii) protect, assess, appraise, collect, sell,
liquidate or otherwise dispose of any of the Collateral;


                                       53

<PAGE>

including, without limitation, all the attorneys' and other professional and
service providers' fees arising from such services, including those in
connection with any appellate proceedings; and all expenses, costs, charges and
other fees incurred by such counsel and others in any way or respect arising in
connection with or relating to any of the events or actions described in this
Section 11.3 shall be payable, on demand, by Borrower to Agent. Without limiting
the generality of the foregoing, such expenses, costs, charges and fees may
include: fees, costs and expenses of accountants, environmental advisors,
appraisers, investment bankers, management and other consultants and paralegals;
court costs and expenses; photocopying and duplication expenses; court reporter
fees, costs and expenses; long distance telephone charges; air express charges;
telegram or telecopy charges; secretarial overtime charges; and expenses for
travel, lodging and food paid or incurred in connection with the performance of
such legal or other advisory services.

     11.4 No Waiver. Agent's or any Lender's failure, at any time or times, to
require strict performance by the Credit Parties of any provision of this
Agreement and any of the other Loan Documents shall not waive, affect or
diminish any right of Agent or such Lender thereafter to demand strict
compliance and performance therewith. Any suspension or waiver of an Event of
Default shall not suspend, waive or affect any other Event of Default whether
the same is prior or subsequent thereto and whether the same or of a different
type. None of the undertakings, agreements, warranties, covenants and
representations of any Credit Party contained in this Agreement or any of the
other Loan Documents and no Default or Event of Default by any Credit Party
shall be deemed to have been suspended or waived by Agent or any Lender, unless
such waiver or suspension is by an instrument in writing signed by an officer of
or other authorized employee of Agent and Requisite Lenders and directed to
Borrower specifying such suspension or waiver.

     11.5 Remedies. Agent's and Lenders' rights and remedies under this
Agreement shall be cumulative and nonexclusive of any other rights and remedies
which Agent or any Lender may have under any other agreement, including the
other Loan Documents, by operation of law or otherwise. Recourse to the
Collateral shall not be required.

     11.6 Severability. Wherever possible, each provision of this Agreement and
the other Loan Documents shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of this Agreement
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

     11.7 Conflict of Terms. Except as otherwise provided in this Agreement or
any of the other Loan Documents by specific reference to the applicable
provisions of this Agreement, if any provision contained in this Agreement is in
conflict with, or inconsistent with, any provision in any of the other Loan
Documents, the provision contained in this Agreement shall govern and control.

     11.8 Authorized Signature. Until Agent shall be notified by Borrower to the
contrary, the signature upon any Notice of Revolving Credit Advance, Notice of
Swing Line Advance, Notice of Continuation/Conversion or other notice or
certificate delivered in


                                       54

<PAGE>

accordance herewith delivered pursuant hereto of an officer of Borrower listed
on Schedule 11.8 shall bind Borrower and be deemed to be the act of Borrower
affixed pursuant to and in accordance with resolutions duly adopted by
Borrower's Board of Directors.

     11.9 GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE
LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF ILLINOIS (WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS) AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. BORROWER HEREBY CONSENTS AND
AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN COOK COUNTY, CITY OF CHICAGO,
ILLINOIS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR
DISPUTES BETWEEN BORROWER, AGENT AND LENDERS PERTAINING TO THIS AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, PROVIDED, THAT AGENT, LENDERS AND
BORROWER ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY
A COURT LOCATED OUTSIDE OF COOK COUNTY, CITY OF CHICAGO, ILLINOIS AND, PROVIDED,
FURTHER NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT
FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT. BORROWER EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
COMMENCED IN ANY SUCH COURT, AND BORROWER HEREBY WAIVES ANY OBJECTION WHICH
BORROWER MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR
FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. BORROWER HEREBY WAIVES
PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH
ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER
PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT THE
ADDRESS SET FORTH IN SCHEDULE J OF THIS AGREEMENT AND THAT SERVICE SO MADE SHALL
BE DEEMED COMPLETED UPON THE EARLIER OF BORROWER'S ACTUAL RECEIPT THEREOF OR
THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.

     11.10 Notices. Except as otherwise provided herein, whenever it is provided
herein that any notice, demand, request, consent, approval, declaration or other
communication shall or may be given to or served upon any of the parties by any
other parties, or whenever any of the parties desires to give or serve upon any
other parties any communication with respect to this Agreement, each such
notice, demand, request, consent, approval, declaration or other communication
shall be in writing and shall be deemed to have been validly served, given or
delivered (a) upon the earlier of actual receipt and three (3) Business Days
after deposit in the


                                       55

<PAGE>

     United States Mail, registered or certified mail, return receipt requested,
with proper postage prepaid, (b) upon transmission, when sent by telecopy or
other similar facsimile transmission (with such telecopy or facsimile promptly
confirmed by delivery of a copy by personal delivery or United States Mail as
otherwise provided in this Section 11.10), (c) one (1) Business Day after
deposit with a reputable overnight courier with all charges, prepaid or (d) when
delivered, if hand-delivered by messenger, all of which shall be addressed to
the party to be notified and sent to the address or facsimile number indicated
on Schedule J or to such other address (or facsimile number) as may be
substituted by notice given as herein provided. The giving of any notice
required hereunder may be waived in writing by the party entitled to receive
such notice. Failure or delay in delivering copies of any notice, demand,
request, consent, approval, declaration or other communication to any Person
(other than Borrower or Agent) designated on Schedule J to receive copies shall
in no way adversely affect the effectiveness of such notice, demand, request,
consent, approval, declaration or other communication.

     11.11 Section Titles. The Section titles and Table of Contents contained in
this Agreement are and shall be without substantive meaning or content of any
kind whatsoever and are not a part of the agreement between the parties hereto.

     11.12 Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which shall collectively and separately
constitute one agreement.

     11.13 WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH
COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO
ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG AGENT, LENDERS AND BORROWER ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR
THE TRANSACTIONS RELATED THERETO.

     11.14 Press Releases. Each Credit Party agrees that neither it nor its
Affiliates will in the future issue any press release or other public disclosure
using the name of GE Capital or its affiliates or referring to this Agreement or
the other Loan Documents without at least two (2) Business Days' prior notice to
GE Capital and without the prior written consent of GE Capital unless (and only
to the extent that) such Credit Party or Affiliate is required to do so by law
or regulation and then, in any event, such Credit Party or Affiliate will
consult with GE Capital before issuing such press release or other public
disclosure. Each Credit Party consents to the publication by Agent of a
tombstone or similar advertising material relating to the financing transactions
contemplated by this Agreement and after such publication, Borrower may make
public disclosure of the same information set forth in the tombstone.
Furthermore, Borrower may make private disclosures to its suppliers of the
existence of this Agreement, the


                                       56

<PAGE>

Maximum Amount hereunder, and the fact that GE Capital acts as Agent hereunder.
Agent reserves the right to provide to industry trade organizations information
necessary and customary for inclusion in league table measurements.

     11.15 Reinstatement. This Agreement shall remain in full force and effect
and continue to be effective should any petition be filed by or against Borrower
for liquidation or reorganization, should Borrower become insolvent or make an
assignment of the benefit of any creditor or creditors or should a receiver or
trustee be appointed for all or any significant part of Borrower's assets, and
shall continue to be effective or to be reinstated, as the case may be, if at
any time payment and performance of the Obligations, or any part thereof, is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee of the Obligations, whether as a "voidable
preference," "fraudulent conveyance," or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Obligations shall be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.

     11.16 Advice of Counsel. Each of the parties represents to each other party
hereto that it has discussed this Agreement and, specifically, the provisions of
Sections 11.9 and 11.13, with its counsel.

     11.17 No Strict Construction. The parties hereto have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement.

     11.18 Confidentiality. Agent and Lenders shall maintain as confidential all
nonpublic information provided to them by the Credit Parties for a period of two
(2) years following the Commitment Termination Date, provided that, Agent and
Lenders may disclose such information (i) to Persons employed or engaged by
Agent or any Lender in evaluating, approving. structuring or administering the
Loans and the Revolving Loan Commitments, (ii) to any bona fide assignee or
participant that has agreed to comply with the covenant contained in this
Section 11.18 (and any such bona fide assignee or participant may disclose such
information to Persons employed or engaged by them as described in clause (i)
above), (iii) as required or requested by any Governmental Authority, (iv)
pursuant to legal process, or (v) in connection with the exercise of any remedy
under the Loan Documents; provided, further that, the foregoing restrictions
shall cease to apply to any information that becomes publicly available other
than by the actions of Agent, Lenders or any Persons described in clauses (i) or
(ii) above.

                            [signature pages follow]


                                       57

<PAGE>

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

                                       WILSONS LEATHER HOLDINGS INC.


                                       By: /s/ Peter G. Michielutti
                                           -------------------------------------
                                       Title: Senior Vice President and CFO
                                              ----------------------------------


Revolving Loan Commitment:             GENERAL ELECTRIC CAPITAL CORPORATION, as
$50,000,000 (including $10,000,000     Agent, Lender and Swing Line Lender
Swing Line Commitment)

Term Loan B Commitment:                By: /s/ Donna H. Evans
$25,000,000                                -------------------------------------
                                       Title: Vice President
                                              ----------------------------------

Revolving Loan Commitment:             LASALLE RETAIL FINANCE, a division of
$30,000,000                            LaSalle Business Credit, as agent for
                                       Standard Federal Bank National
                                       Association, as Lender

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

Revolving Loan Commitment:             THE CIT GROUP/BUSINESS CREDIT, INC., as
$45,000,000                            Lender and Documentation Agent

                                       By: /s/ Renee Singer
                                           -------------------------------------
                                       Title: Vice President
                                              ----------------------------------

Revolving Loan Commitment:             WELLS FARGO RETAIL FINANCE LLC, as Lender
$45,000,000                             and Syndication Agent

                                       By: /s/ Christopher O'Connor
                                           -------------------------------------
                                       Title: Senior Vice President
                                              ----------------------------------


                                      S-1

<PAGE>

Revolving Loan Commitment:             U.S. BANK NATIONAL ASSOCIATION,
$10,000,000                            as Lender

                                       By: /s/ Scott Singer
                                           -------------------------------------
                                       Title: Relationship Manager
                                              ----------------------------------


                                      S-2

<PAGE>

     The undersigned are executing this Credit Agreement in their capacity as
Credit Parties, but only as to the representations, warranties and covenants
contained in Sections 3, 5 and 6:

Wilsons The Leather Experts Inc.

By: /s/ Peter G. Michielutti
    --------------------------------
Title: Senior Vice President and CFO
       -----------------------------

Wilsons Center, Inc.

By: /s/ Peter G. Michielutti
    --------------------------------
Title: Senior Vice President and CFO
       -----------------------------

Rosedale Wilsons, Inc.

By: /s/ Peter G. Michielutti
    --------------------------------
Title: Senior Vice President and CFO
       -----------------------------

River Hills Wilsons, Inc.

By: /s/ Peter G. Michielutti
    --------------------------------
Title: Senior Vice President and CFO
       -----------------------------

Bermans The Leather Experts Inc.

By: /s/ Peter G. Michielutti
    --------------------------------
Title: Senior Vice President and CFO
       -----------------------------


                                      S-3

<PAGE>

                                   SCHEDULE A

                                   DEFINITIONS
                                   -----------

     Capitalized terms used in this Agreement shall have (unless otherwise
provided elsewhere in this Agreement) the following respective meanings and all
section references in the following definitions shall refer to Sections of this
Agreement:

     "Account Debtor" shall mean any Person who may become obligated to any
Credit Party under, with respect to, or on account of, an Account, Chattel Paper
or General Intangibles (including a payment intangible).

     "Accounts" shall mean all "accounts," as such term is defined in the Code,
now owned or hereafter acquired by any Credit Party, including (a) all accounts
receivable, other receivables, book debts and other forms of obligations (other
than forms of obligations evidenced by Chattel Paper or Instruments) now owned
or hereafter received or acquired by or belonging or owing to any Credit Party
(including any such obligations that may be characterized as an account or
contract right under the Code), (b) all of each Credit Party's rights in, to and
under all purchase orders or receipts now owned or hereafter acquired by it for
goods or services, (c) all of each Credit Party's rights to any goods
represented by any of the foregoing (including, without limitation, unpaid
sellers' rights of rescission, replevin, reclamation and stoppage in transit and
rights to returned, reclaimed or repossessed goods), (d) all rights to payment
due to any Credit Party for property sold, leased, licensed, assigned or
otherwise disposed of, for a policy of insurance issued or to be issued, for a
secondary obligation incurred or to be incurred, for energy provided or to be
provided, for the use or hire of a vessel under a charter or other contract,
arising out of the use of a credit card or charge card, or for services rendered
or to be rendered by such Credit Party or in connection with any other
transaction (whether or not yet earned by performance on the part of such Credit
Party) now or hereafter in existence, (e) all health care insurance receivables
and (f) all collateral security of any kind now or hereafter in existence, given
by any Account Debtor or any other Person with respect to any of the foregoing.

     "Advance" shall mean any Revolving Credit Advance or Swing Line Advance, as
the context may require.

     "Affiliate" shall mean, with respect to any Person, (a) each Person that,
directly or indirectly, owns or controls, whether beneficially, or as a trustee,
guardian or other fiduciary, five percent (5%) or more of the Stock having
ordinary voting power in the election of directors of such Person, (b) each
Person that controls, is controlled by or is under common control with such
Person or (c) each of such Person's officers, directors, joint venturers and
partners. For the purposes of this definition, "control" of a Person shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of its management of policies, whether through the ownership of voting
securities, by contract or otherwise; provided, however, that the term
"Affiliate" shall specifically exclude Agent and each Lender.

     "Agent" shall mean GE or its successor appointed pursuant to Section 9.7.


                                      A-1

<PAGE>

     "Agreement" shall mean the Fourth Amended and Restated Credit Agreement by
and among Borrower, GE Capital, as Lender, Term Lender, Swing Line Lender and
Agent and the other Lenders signatory, as amended, modified, restated or
extended from time to time.

     "Amended and Restated Security Agreement" shall mean the Security Agreement
and the Supplemental Security Agreement, as amended and restated as of June 19,
2001 and as further amended, modified or restated, from time to time and each
Supplemental Security Agreement entered into thereafter.

     "Appendices" shall have the meaning assigned to it in the recitals to this
Agreement.

     "Applicable Margins" shall mean the Applicable Index Margin, Applicable
LIBOR Margin, Applicable L/C Margin and Applicable Swing Line Margin.

     "Applicable Index Margin" shall mean a per annum rate of interest payable
in addition to the Index Rate on Index Rate Loans, determined by reference to
Section 1.6.

     "Applicable LIBOR Margin" shall mean a per annum rate of interest payable
in addition to the LIBOR Rate on LIBOR Rate Loans, determined by reference to
Section 1.6.

     "Applicable L/C Margin" shall mean the per annum letter of credit fee
payable with respect to Letter of Credit Obligations and Eligible Trade L/C
Obligations, determined by reference to Section 1.6.

     "Applicable Swing Line Margin" shall mean the per annum rate of interest
payable in addition to the Commercial Paper Rate on Swing Line Loans, determined
by reference to Section 1.6.

     "Approved Shipper" shall mean any reputable and creditworthy shipper or
freight forwarder that has entered into a bailee letter with Agent on terms
acceptable to Agent regarding in-transit Inventory and which transports finished
goods Inventory from overseas to Borrower's Distribution Centers or, at
Borrower's direction, to Store Guarantors' Stores.

     "Assignment Agreement" shall mean an agreement substantially in form
attached hereto as Exhibit 9.1(a) and otherwise in form and substance
satisfactory to, and acknowledged by, Agent whereby a portion of any or all of
the Revolving Loan Commitments are assigned to a Lender after the Closing Date.

     "Bentley" shall mean Bentley's Luggage Corp., a Florida corporation.

     "Bermans" means Bermans The Leather Experts Inc., a Delaware corporation.

     "Borrower" shall have the meaning assigned thereto in the recitals to this
Agreement.

     "Borrowing Availability" shall have the meaning assigned to it in Section
1.1(a).


                                      A-2

<PAGE>

     "Borrowing Base" shall mean, as of any date of determination, the sum of:

     (a) 70% of the book value of Eligible Inventory-Apparel during the Pre-Peak
Season or 65% of the book value of Eligible Inventory-Apparel during the Peak
Season and the Off Season (collectively, the "Eligible Inventory-Apparel Advance
Rate"); provided, that in no event shall the Eligible Inventory-Apparel Advance
Rate exceed 85% of the NOLV of the Inventory-Apparel; plus

     (b) 85% of the book value of Eligible Accounts at all times; plus

     (c) 65% of the book value of Eligible Inventory-Luggage during the Pre-Peak
Season or 55% of the book value of Eligible Inventory-Luggage during the Peak
Season and the Off Season ( collectively the "Eligible Inventory-Luggage Advance
Rate"); provided, that in no event shall the Eligible Inventory-Luggage Advance
Rate exceed 85% of the NOLV of the Inventory-Luggage; plus

     (d) 60% of the face amount of all then outstanding and undrawn Eligible
Trade L/Cs at all times (the "Eligible Trade L/C Advance Rate"); provided, that
in no event shall the Eligible Trade L/C Advance Rate exceed 85% of the NOLV of
the Inventory - Apparel or Inventory - Luggage, as applicable, which shall exist
upon a draw on the applicable Eligible Trade L/C;

     less the Minimum Excess Availability Reserve and in each case less any
additional Reserve established by Agent at such time.

     "Borrowing Base Certificate" shall mean a certificate to be executed and
delivered from time to time by Borrower in the form attached to this Agreement
as Exhibit 4.1(b).

     "Business Day" shall mean any day that is not a Saturday, a Sunday or a day
on which banks are required or permitted to be closed in the State of Illinois
or the State of Minnesota and in reference to LIBOR Loans shall mean any such
day that is also a LIBOR Business Day.

     "Capital Expenditures" shall mean all payments during any measuring period
(including the principal portion of payments under Capital Leases, installment
purchase agreements and other similar purchase money financing arrangements) for
any fixed assets or improvements or for replacements, substitutions or additions
thereto, that have a useful life of more than one year and that are required to
be capitalized under GAAP.

     "Capital Lease" shall mean, with respect to any Person, any lease of any
property (whether real, personal or mixed) by such Person as lessee that, in
accordance with GAAP, either would be required to be classified and accounted
for as a capital lease on a balance sheet of such Person or otherwise be
disclosed as such in a note to such balance sheet.

     "Capital Lease Obligation" shall mean, with respect to any Capital Lease,
the amount of the obligation of the lessee thereunder that, in accordance with
GAAP, would appear


                                      A-3

<PAGE>

on a balance sheet of such lessee in respect of such Capital Lease or otherwise
be disclosed in a note to such balance sheet.

     "Cash Management Systems" shall have the meaning assigned to it in Section
1.8.

     "Change of Control" shall mean any event, transaction or occurrence as a
result of which (a) Ultimate Parent shall cease to own and control all of the
economic and voting rights associated with all of the outstanding capital stock
of First Intermediate Parent or (b) First Intermediate Parent shall cease to own
and control all of the economic and voting rights associated with all of the
outstanding capital stock of each of its direct and indirect Subsidiaries,
except as permitted under Section 6.1 and Section 6.8 of this Agreement and
except for the Joint Ventures and Foreign Subsidiaries or (c) a "Change of
Control" (as such term is defined in the Senior Notes Documents) shall occur or
(d) any person or group of persons (within the meaning of the Securities
Exchange Act of 1934, as amended, shall have acquired beneficial ownership
(within the meaning of Rule 13d-3 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended) of 30% or more
of the issued and outstanding shares of capital Stock of Ultimate Parent having
the right to vote for the election of directors of Ultimate Parent under
ordinary circumstances or (e) during any period of twelve consecutive calendar
months, individuals who at the beginning of such period constituted the board of
directors of Ultimate Parent (together with any new directors whose election by
the board of directors of Ultimate Parent or whose nomination for election by
stockholders of Ultimate Parent was approved by a vote of at least a majority of
the directors then still in office who either were directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason other than death or disability to constitute a
majority of the directors then in office.

     "Charges" shall mean all federal, state, county, city, municipal, local,
foreign or other governmental taxes (including, without limitation, taxes owed
to the PBGC at the time due and payable), levies, assessments, charges, liens,
claims or encumbrances upon or relating to (a) the Collateral, (b) the
Obligations, (c) the employees, payroll, income or gross receipts of any Credit
Party, (b) any Credit Party's ownership or use of any properties or other
assets, or (e) any other aspect of any Credit Party's business.

     "Chattel Paper" shall mean any "chattel paper," as such term is defined in
the Code, including electronic chattel paper, now owned or hereafter acquired by
any Credit Party.

     "CIT" shall mean the CIT Group/Business Credit, Inc.

     "Closing Date" shall mean April 23, 2002.

     "Code" shall mean the Uniform Commercial Code as the same may, from time to
time, be enacted and in effect in the State of Illinois; provided, that to the
extent that the Code is used to define any term herein or in any Loan Document
and such term is defined differently in different Articles or Divisions of the
Code, the definition of such term contained in Article or Division 9 shall
govern; provided further, that in the event that, by reason of mandatory
provisions of law, any or all of the attachment, perfection or priority of, or
remedies with respect to, Agent's or any Lender's Lien on any Collateral is
governed by the Uniform Commercial Code


                                      A-4

<PAGE>

as enacted and in effect in a jurisdiction other than the State of Illinois, the
term "Code" shall mean the Uniform Commercial Code as enacted and in effect in
such other jurisdiction solely for purposes of the provisions thereof relating
to such attachment, perfection, priority or remedies and for purposes of
definitions related to such provisions.

     "Collateral" shall mean the property covered by the Amended and Restated
Security Agreement, the Mortgages and the other Collateral Documents and any
other personal property, tangible or intangible, now existing or hereafter
acquired, that may at any time be or become subject to a security interest or
Lien in favor of Agent, on behalf of itself and Lenders, to secure the
Obligations, including, but not limited to, the Term Collateral.

     "Collateral Documents" shall mean the Amended and Restated Security
Agreement, the Mortgages, the Consignment Agreement, the Pledge Agreements, the
Guaranties, the Patent Security Agreement, the Trademark Security Agreement, the
Copyright Security Agreement and all similar agreements entered into
guaranteeing payment of, or granting a Lien upon property as security for
payment of, the Obligations.

     "Collateral Reports" shall mean the reports with respect to the Collateral
referred to in Schedule H.

     "Collection Account" shall mean that certain account of Agent, account
number 502-328-54 in the name of Agent at Bankers Trust Company in New York or
any substitute Collection Account established in accordance with Schedule E
hereto.

     "Commercial Paper Rate" shall mean the month-end published rate for 30-day
Dealer Commercial Paper (high grade unsecured notes sold through dealers by
major corporations in multiples of $1,000) as from time to time reported in the
"Money Rates" column in The Wall Street Journal. The rate of interest applicable
to the Swing Line Loan shall for each month be based upon the Commercial Paper
Rate as of the last Business Day of the preceding month.

     "Commitments" means (a) as to any Lender, the aggregate of such Lender's
Revolving Loan Commitment (including without duplication the Swing Line Lender's
Swing Line Commitment as a subset of its Revolving Loan Commitment) and Term
Loan B Commitment as set forth on the signature page to this Agreement or in the
most recent Assignment Agreement executed by such Lender and (b) as to all
Lenders, the aggregate of all Lenders' Revolving Loan Commitments (including
without duplication the Swing Line Lender's Swing Line Commitment as a subset of
its Revolving Loan Commitment) and the Term Loan B Commitment of the Term
Lender, which aggregate commitment shall be Two Hundred Five Million Dollars
($205,000,000) on the Closing Date, as to each of clauses (a) and (b), as such
Commitments may be reduced, amortized or adjusted from time to time in
accordance with this Agreement.

     "Commitment Termination Date" shall mean the earliest of (a) June 30, 2005,
(b) the date of termination of Lenders' obligations to make Advances and/or
incur Letter of Credit Obligations and Eligible Trade L/C Obligations or permit
existing Loans to remain outstanding pursuant to Section 8.2(b), and (c) the
date of indefeasible prepayment in full by Borrower of the


                                      A-5

<PAGE>

Loans and the cancellation and return of all Letters of Credit or the cash
collateralization of all Letter of Credit Obligations and Eligible Trade L/C
Obligations pursuant to Schedule B, and the permanent reduction of the Revolving
Loan Commitment and the Swing Line Commitment to zero dollars ($0), in
accordance with the provisions of Section 1.3(c).

     "Concentration Account" shall have the meaning assigned to it on Schedule
E.

     "Consignment Agreement" shall mean the Amended and Restated Master
Consignment Agreement dated as of April 23, 2002 among Borrower and each of the
Store Guarantors, as amended, restated or otherwise modified from time to time.

     "Contracts" shall mean all "contracts," as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, in any event,
including all contracts, undertakings, or agreements (other than rights
evidenced by Chattel Paper, Documents or Instruments) in or under which any
Credit Party may now or hereafter have any right, title or interest, including,
without limitation, any and all agreements relating to the terms of payment or
the terms of performance of any Account.

     "Credit Parties" shall mean Ultimate Parent, First Intermediate Parent,
Second Intermediate Parent, Third Intermediate Parent, Borrower, and each other
Store Guarantor.

     "Default" shall mean any event which, with the passage of time or notice or
both, would, unless cured or waived, become an Event of Default.

     "Default Rate" shall have the meaning assigned to it in Section 1.5(d).

     "Deposit Accounts" shall mean all "deposit accounts" as such term is
defined in the Code, now or hereafter held in the name of any Credit Party.

     "Distribution Center" shall mean (i) the warehouse and distribution center
operated by Borrower, located at 7401 Boone Avenue North, Brooklyn Park,
Minnesota 55428, (ii) the distribution center operated by Borrower, located at
Suite 600, 8555 Revere Lane, Maple Grove, Minnesota 55369, (iii) the warehouse
and distribution center leased or operated by El Portal, located at 711 Pilot
Road #F, Las Vegas, Nevada 89119, (iv) the warehouse and distribution center
operated by Bentley, located at 3353 Northwest 74th Avenue, Miami, Dade County,
Florida, or (v) the warehouse and distribution center operated by El Portal and
Bentley, located at 3325 W. Sunset Road, Suites G, H and I, Las Vegas, Nevada
89118, and "Distribution Centers" shall mean any two or more of the foregoing,
collectively

     "Documents" shall mean all "documents," as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, wherever located.

     "Dollars or $" shall mean lawful currency of the United States of America.

     "EBITDA" means, with respect to Ultimate Parent for any fiscal period,
without duplication, an amount equal to (a) consolidated net income of such
Ultimate Parent for such period, determined in accordance with GAAP, minus (b)
the sum of (i) income tax credits, (ii) interest income, (iii) gain from
extraordinary items for such period, (iv) any aggregate net gain


                                      A-6

<PAGE>

(but not any aggregate net loss) during such period arising from the sale,
exchange or other disposition of capital assets by Ultimate Parent (including
any fixed assets, whether tangible or intangible, all inventory sold in
conjunction with the disposition of fixed assets and all securities), and (v)
any other non-cash gains that have been added in determining consolidated net
income, in each case to the extent included in the calculation of consolidated
net income of Ultimate Parent for such period in accordance with GAAP, but
without duplication, plus (c) the sum of (i) any provision for income taxes,
(ii) interest expenses, (iii) loss from extraordinary items for such period,
(iv) depreciation and amortization for such period, (v) amortized debt discount
for such period, (vi) the amount of any deduction to consolidated net income as
the result of any grant to any members of the management of Ultimate Parent of
any Stock, and (vii) any other non-cash charges (but solely to the extent such
other non-cash charges are not greater than (A) $500,000 in the aggregate for
the two Fiscal Quarter period ending on or about October 31, 2001, (B)
$26,000,000 for the Fiscal Quarter ending on or about February 2, 2002 and (C)
$2,000,000 for any Fiscal Quarter thereafter) that have been subtracted in
determining consolidated net income, in each case to the extent included in the
calculation of consolidated net income of Ultimate Parent for such period in
accordance with GAAP, but without duplication. For purposes of this definition,
the following items shall be excluded in determining consolidated net income of
Ultimate Parent: (1) the income (or deficit) of any other Person accrued prior
to the date it became a Subsidiary of, or was merged or consolidated into,
Ultimate Parent or any of Ultimate Parent's Subsidiaries; (2) the income (or
deficit) of any other Person (other than a Subsidiary) in which Ultimate Parent
has an ownership interest, except to the extent any such income has actually
been received by Ultimate Parent in the form of cash dividends or distributions;
(3) the undistributed earnings of any Subsidiary of Ultimate Parent to the
extent that the declaration or payment of dividends or similar distributions by
such Subsidiary is not at the time permitted by the terms of any contractual
obligation or requirement of law applicable to such Subsidiary; (4) any
restoration to income of any contingency reserve, except to the extent that
provision for such reserve was made out of income accrued during such period;
(5) any write-up of any asset; (6) any net gain from the collection of the
proceeds of life insurance policies; (7) any net gain arising from the
acquisition of any securities, or the extinguishment, under GAAP, of any
Indebtedness, of Ultimate Parent, (8) in the case of a successor to Ultimate
Parent by consolidation or merger or as a transferee of its assets, any earnings
of such successor prior to such consolidation, merger or transfer of assets, and
(9) any deferred credit representing the excess of equity in any Subsidiary of
Ultimate Parent at the date of acquisition of such Subsidiary over the cost to
Ultimate Parent of the investment in such Subsidiary.

     "Eligible Accounts" shall have the meaning assigned to it in Section 1.22
hereof.

     "Eligible In-Transit Inventory" shall have the meaning assigned to it in
Section 1.21 hereof.

     "Eligible Inventory" shall mean Eligible Inventory-Apparel and Eligible
Inventory-Luggage as set forth in Section 1.19 and Section 1.20 hereof.

     "Eligible Inventory-Apparel" shall have the meaning assigned to it in
Section 1.19 hereof.


                                      A-7

<PAGE>

     "Eligible Inventory-Luggage" shall have the meaning assigned to it in
Section 1.20 hereof.

     "Eligible Trade L/C's" shall have the meaning assigned to it in Section
1.23 hereof.

     "Eligible Trade L/C Obligations" shall mean all outstanding obligations
incurred by Agent and Lenders at the request of Borrower, whether direct or
indirect, contingent or otherwise, due or not due, in connection with the
issuance of Eligible Trade L/Cs by Agent or a Subsidiary thereof or a
reimbursement agreement or guaranty by Agent with respect to Eligible Trade
L/Cs. The amount of any such Eligible Trade L/C Obligations shall equal the
maximum amount which may be payable by Agent or Lenders thereupon or pursuant
thereto.

     "El Portal" shall mean, El Portal Group, Inc., a Nevada corporation.

     "Environmental Laws' shall mean all federal, state, local and foreign laws,
statutes, ordinances and regulations, now or hereafter in effect, and in each
case as amend or supplemented from time to time, and any applicable judicial or
administrative interpretation thereof, including any applicable judicial or
administrative order, consent decree or judgment, relative to the applicable
real estate, relating to the regulation and protection of human health, safety,
the environment and natural resources (including ambient air, surface water,
groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic
species and vegetation). Environmental Laws include, but are not limited to, the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended (42 U.S.C.ss.ss.9601 et seq.) ("CERCLA"); the Hazardous Material
Transportation Act, as amended (49 U.S.C.ss.ss.1801 et seq.); the Federal
Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C.ss.ss.136 et
seq.); the Resource Conservation and Recovery Act, as amended (42
U.S.C.ss.ss.6901 et seq.) ("RCRA"); the Toxic Substance Control Act, as amended
(15 U.S.C.ss.ss.2601 et seq.); the Clean Air Act, as amended (42 U.S.C.ss.ss.740
et seq.); the Federal Water Pollution Control Act, as amended (33
U.S.C.ss.ss.1251 et seq.); the Occupational Safety and Health Act, as amended
(29 U.S.C.ss.ss.651 et seq.) ("OSHA"); and the Safe Drinking Water Act, as
amended (42 U.S.C.ss.ss.300(f) et seq.), and any and all regulations promulgated
thereunder, and all analogous state, local and foreign counterparts or
equivalents and any transfer of ownership notification or approval statutes.

     "Environmental Liabilities and Costs" shall mean all liabilities,
obligations, responsibilities, remedial actions, losses, damages, punitive
damages, consequential damages, treble damages, costs and expenses (including
all fees, disbursements and expenses of counsel, experts and consultants and
costs of investigation and feasibility studies), fines, penalties, sanctions and
interest incurred as a result of any claim, suit, action or demand by any person
or entity, whether based in contract, tort, implied or, express warranty, strict
liability, criminal or civil statute or common law (including any thereof
arising under any Environmental Law, permit, order or agreement with any
Governmental Authority) and which relate to any health or safety condition
regulated under any Environmental Law or in connection with any other
environmental matter or Release, threatened Release or the presence of a
Hazardous Material or threatened Release of a Hazardous Material.


                                      A-8

<PAGE>

     "Environmental Permits" shall mean all permits, licenses, administrative
orders, consent orders, consent decrees, governmental agency agreements, or
other written documents detailing required environmental performance expected of
or permitted by any Credit party by Governmental Authority.

     "Equipment" means all "equipment," as such term is defined in the Code, now
owned or hereafter acquired by any Credit Party, wherever located and, in any
event, including all such Credit Party's machinery and equipment, including
processing equipment, conveyors, machine tools, data processing and computer
equipment, including embedded software and peripheral equipment and all
engineering, processing and manufacturing equipment, office machinery,
furniture, materials handling equipment, tools, attachments, accessories,
automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor
vehicles, rolling stock and other equipment of every kind and nature, trade
fixtures and Fixtures not forming a part of real property, together with all
additions and accessions thereto, replacements therefor, all parts therefor, all
substitutes for any of the foregoing, fuel therefor, and all manuals, drawings,
instructions, warranties and rights with respect thereto, and all products and
proceeds thereof and condemnation awards and insurance proceeds with respect
thereto.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974 (or
any successor legislation thereto), as amended from time to time, and any
regulations promulgated thereunder.

     "ERISA Affiliate" shall mean, with respect to any Credit Party, any trade
or business (whether or not incorporated) which, together with such Credit
Party, are treated as s single employer within the meaning of Sections 414(b),
(c), (m) or (o) of the IRC with respect to any period after the Closing Date.

     "ERISA Event" shall mean, with respect to any Credit Party or any ERISA
Affiliate, (a) any event described in Section 4043(c) of ERISA with respect to a
Title IV Plan; (b) the withdrawal of any Credit Party or ERISA Affiliate from a
Title IV Plan subject to Section 4063 of ERISA during a plan year in which it
was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the
complete or partial withdrawal of any Credit Party or any ERISA Affiliate from
any Multiemployer Plan; (d) the filing of a notice of intent to terminate a
Title IV Plan or the treatment of a plan amendment as a termination under
Section 4041 of ERISA; (e) the institution of proceedings to terminate a Title
IV Plan or Multiemployer Plan by the PBGC; (f) the failure by any Credit Party
or ERISA Affiliate to make when due required contributions to a Multiemployer
Plan or Title IV Plan unless such failure is cured within 30 days; (g) any other
event or condition which might reasonably be expected to constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Title IV Plan or Multiemployer Plan or for the
imposition of liability under Section 4069 or 4212(c) of ERISA; (h) the
termination of a Multiemployer Plan under Section 4041 of ERISA or the
reorganization or insolvency of a Multiemployer Plan under Section 4241 of
ERISA; or (i) the loss of a Qualified Plan's qualification or tax exempt status.

     "ESOP" shall mean a Plan which is intended to satisfy the requirements of
Section 4975(e)(7) of the IRC.


                                      A-9

<PAGE>

     "Event of Default" shall have the meaning assigned to it in Section 8.1.

     "Fees" shall mean any and all fees payable to Agent or any Lender pursuant
to this Agreement or any of the other Loan Documents.

     "Financial Statements" shall mean the consolidated income statement,
statements of cash flows and balance sheets of Ultimate Parent and/or its
Subsidiaries delivered in accordance with Section 3.4 of this Agreement and
Schedule G to this Agreement.

     "First Intermediate Parent" shall mean Wilsons Center, Inc., a Minnesota
corporation.

     "Fiscal Month" shall mean any of the monthly accounting periods of Ultimate
Parent.

     "Fiscal Quarter" shall mean any of the four 13 calendar week accounting
periods of Ultimate Parent ending on or about the last day of January, April,
July and October of each year.

     "Fiscal Year" shall mean any of the annual accounting periods of Ultimate
Parent ending on the Saturday closest to the last day of January of each year.

     "Fixed Charges" shall mean, for any fiscal period with respect to Ultimate
Parent and its Subsidiaries on a consolidated basis, the aggregate of all
Interest Charges paid in cash during such period, plus (a) scheduled payments of
principal with respect to Indebtedness during such period, plus (b) lease
payments with respect to Stores (including base rent, percentage rent, common
area payments and real estate taxes) during such period, plus (c) the provision
for income taxes with respect to such period.

     "Fixed Charges Coverage Ratio" shall mean, with respect to Ultimate Parent
and its Subsidiaries on a consolidated basis for any fiscal period, the ratio of
(x) the sum of EBITDA, plus lease payments with respect to Stores (including
base rent, percentage rent, common area payments and real estate taxes) during
such period, less the unfinanced portion of Capital Expenditures during such
period to (y) Fixed Charges.

     "Fixtures" means all "fixtures" as such term is defined in the Code, now
owned or hereafter acquired by any Credit Party.

     "Foreign Subsidiaries" shall mean Wilsons (UK) Limited, Wilsons Leather
Gatsland Limited, Wilsons Leather Gatsair Limited, Wilsons Leather of Hong Kong
Limited, and any other Subsidiary of the Ultimate Parent incorporated in a
jurisdiction outside of the United States.

     "GAAP" shall mean generally accepted accounting principles in the United
States of America as from time to time in effect, consistently applied.

     "GE Capital" shall mean General Electric Capital Corporation, a New York
corporation.


                                      A-10

<PAGE>

     "GE Capital Fee Letter" shall mean that certain letter, dated as of May 24,
1999 and supplemented as of October 31, 2000 and as of May 29, 2001 and
supplemented and superseded in part by that certain letter agreement dated as of
the Closing Date, each between GE Capital and Borrower with respect to certain
Fees to be paid from time to time by Borrower to GE Capital.

     "General Intangibles" shall mean all "general intangibles," as such term is
defined in the Code, now owned or hereafter acquired by any Credit Party,
including all right, title and interest that such Credit Party may now or
hereafter have in or under any Contract (including the Consignment Agreement, as
amended or modified from time to time), all payment intangibles, customer lists,
any Licenses, copyrights, Trademarks, service marks, tradenames, business names,
corporate names, trade styles, logos and other source or business identifiers,
patents, and all applications therefor and reissues, extensions or renewals
thereof, rights in intellectual property, interests in partnerships, joint
ventures and other business associations, licenses, permits, copyrights, trade
secrets, proprietary or confidential information, inventions (whether or not
patented or patentable), technical information, procedures, designs, knowledge,
know-how, software, data bases, data, skill, expertise, experience, processes,
models, drawings, materials and records, goodwill (including the goodwill
associated with any Trademark registration, or Trademark licensed under any
Trademark License), all rights and claims in or under insurance policies
(including insurance for fire, damage, loss and casualty, whether covering
personal property, tangible rights or intangible rights, all liability, life,
key man and business interruption insurance, and all unearned premiums),
uncertificated securities, choses in action, deposit, checking and other bank
accounts, rights to receive tax refunds and other payments, rights to receive
dividends, distributions, cash, Instruments and other property in respect of or
in exchange for pledged Stock and Investment Property, rights of
indemnification, all books and records, correspondence, credit files, invoices
and other papers, including without limitation all tapes, cards, computer runs
and other papers and documents in the possession or under the control of such
Credit Party or any computer bureau or service company from time to time acting
for such Credit Party.

     "GOB Loans Cap" shall have the meaning assigned to it in Section
1.1(a)(iv).

     "GOB Revolver Cap" shall have the meaning assigned to it in Section
1.1(a)(iv)

     "Goods" shall mean all "goods" as defined in the Code, now owned or
hereafter acquired by any Credit Party, wherever located, including embedded
software to the extent included in "goods" as defined in the Code, manufactured
homes, standing timber that is cut and removed for sale and unborn young of
animals.

     "Governmental Authority" shall mean any nation or government, any state or
other political subdivision thereof, and any agency, department or other entity
exercising executing, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

     "Guaranteed Indebtedness" shall mean, as to any Person, any obligation of
such Person guaranteeing any indebtedness, lease, dividend, or other obligation
("primary obligation") of any other Person (the "primary obligor") in any
manner, including any obligation or


                                      A-11

<PAGE>

arrangement of such Person (a) to purchase or repurchase any such primary
obligation, (b) to advance or supply funds (i) for the purchase or payment of
any such primary obligation or (ii) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or
solvency or any balance sheet condition of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation, or (d) to indemnify the owner of such
primary obligation against loss in respect thereof. The amount of any Guaranteed
Indebtedness at any time shall be deemed to be an amount equal to the lesser at
such time of (x) the stated or determinable amount of the primary obligation in
respect of which such Guaranteed Indebtedness is made or (y) the maximum amount
for which such Person may be liable pursuant to the terms of the instrument
embodying such Guaranteed Indebtedness; or, if not stated or determinable, the
maximum reasonably anticipated liability (assuming full performance) in respect
thereof.

     "Guaranties" shall mean, collectively, the Parent Guaranty, the Store
Guarantors' Guaranty and any other guaranty executed by any Guarantor in favor
of Agent and Lenders in respect of the Obligations.

     "Guarantors" shall mean Ultimate Parent, First Intermediate Parent, Second
Intermediate Parent, Third Intermediate Parent, each other Store Guarantor, and
each other Person, if any, which executes a guarantee or other similar agreement
in favor of Agent in connection with the transactions contemplated by this
Agreement and the other Loan Documents.

     "Hazardous Material" shall mean any substance, material or waste, the
generation, handling, storage, treatment or disposal of which is regulated by or
forms the basis of liability now or hereafter under, any Governmental Authority
in any jurisdiction in which Borrower or any Subsidiary thereof has owned,
leased, or operated real property or disposed of hazardous materials, or by any
Federal government authority, including, without limitation, any material or
substance which is (a) defined as a "solid waste," "hazardous waste," "hazardous
material," "hazardous substance," "extremely hazardous waste" or "restricted
hazardous waste" or other similar term or phrase under any Environmental Laws,
(b) petroleum, or any fraction or by-product thereof, asbestos, polychlorinated
biphenyls (PCB's), any radioactive substance, methane, volative hydrocarbons or
any industrial solvent, (c) designated as a "hazardous substance" pursuant to
Section 311 of the Clean Water Act, 33 U.S.C.ss.ss.1251 et seq. (33
U.S.C.ss.ss.1321) or listed pursuant to Section 307 of the Clean Water Act (33
U.S.C.ss.1317), (d) defined as a "hazardous waste" pursuant to Section 1004 of
the Resource Conservation and Recovery Act, 42 U.S.C.ss.6901, et seq. (42
U.S.C.ss.6903), or (e) defined as a "hazardous substance" pursuant to Section
1012 of the Comprehensive Environmental Response, Compensation, and Liability
Act, 42 U.S.C.ss.9601 et seq. (42 U.S.C.ss.9601).

     "Indebtedness" of any Person shall mean without duplication (a) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property payment for which is deferred six (6) months or more, but
excluding obligations to trade creditors incurred in the ordinary course of
business that are not overdue by more than six (6) months unless being contested
in good faith, (b) all reimbursement and other obligations with respect to
letters of credit, bankers' acceptances and surety bonds, whether or not
matured, (c) all obligations


                                      A-12

<PAGE>

evidenced by notes, bonds, debentures or similar instruments, (d) all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property ), (e)
all Capital Lease Obligations, (f) all obligations of such Person under
commodity purchase or option agreements or other commodity price hedging
arrangements, in each case whether contingent or matured, (g) all obligations of
such Person under any foreign exchange contract, currency swap agreement,
interest rate swap, cap or collar agreement or other similar agreement or
arrangement designed to alter the risks of that Person arising from fluctuations
in currency values or interest rates, in each case whether contingent or
matured, (h) all Indebtedness referred to above secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) any Lien upon or in property or other assets (including accounts
and contract rights) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Indebtedness, and (i) the
Obligations.

     "Index Rate" shall mean the higher of (a) the highest of the most recently
published or announced prime, corporate, base, reference or similar benchmark
rate, however designated, announced by any of the five (5) largest member banks
of the New York Clearing House Association and (b) one half of one percent (.5%)
per annum over the Federal funds rate, in each case as of the date of
determination. Changes in the rate of interest applicable to Index Rate Loans
shall occur simultaneously with changes in the Index Rate.

     "Index Rate Loan" shall mean the Revolving Loan or any portion thereof
bearing interest by reference to the Index Rate.

     "Instruments" shall mean all "instruments," as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, wherever located,
and, in any event, including all certificated securities, all certificates of
deposit, and all promissory notes and other evidences of indebtedness, other
than instruments that constitute, or are a part of a group of writings that
constitute, Chattel Paper.

     "Intellectual Property" shall mean any and all Licenses, Trademarks, trade
secrets and customer lists.

     "Interest Charges" shall mean, with respect to any Person for any fiscal
period, the amount which, in conformity with GAAP, would be set forth opposite
the caption "Interest Expense" (or any like caption) on a consolidated income
statement of such Person and all other Persons with which such Person's
Financial Statements are to be consolidated in accordance with GAAP for the
relevant period ended on such date, including without limitation, in the case of
Ultimate Parent and its Subsidiaries, the L/C Fee and Non-Use Fee, net of
interest income and investment income.

     "Interest Payment Date" means (a) as to any Index Rate Loan and the Swing
Line Loan, the first Business Day of each month to occur while such Loan is
outstanding, and (b) as to each LIBOR Loan, the last day of the LIBOR Period
applicable thereto; provided, however, that, in addition to the foregoing, each
of (x) the date upon which all of the Commitments have been terminated and the
Loans have been paid in full and (y) the Commitment Termination Date shall


                                      A-13

<PAGE>

be deemed to be an "Interest Payment Date" with respect to any interest which is
then accrued under this Agreement.

     "In-Transit Inventory" shall mean Inventory owned by Borrower consisting of
leather apparel and accessories and luggage and accessories and related
products, which is in-transit from the manufacturer thereof to the Distribution
Centers or by drop ship to one or more Stores operated by a Store Guarantor and
reflected on Borrower's monthly balance sheet as in-transit inventory.

     "Inventory" shall mean all "inventory," as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, wherever located, and
in any event including inventory, merchandise, goods and other personal property
that are held by or on behalf of any Credit Party for sale or lease or are
furnished or are to be furnished under a contract of service, or that constitute
raw materials, work in process, finished goods, returned goods, or materials or
supplies of any kind, nature or description used or consumed or to be used or
consumed in such Credit Party's business or in the processing, production,
packaging, promotion, delivery or shipping of the same, including all supplies
and embedded software.

     "Inventory-Apparel" shall mean finished goods Inventory owned by Borrower
consisting of apparel, luggage, accessories and products held for sale through
Store Guarantors, historically bearing the "Wilsons" or "Bermans" names valued
on a first-in, first-out basis in accordance with GAAP (and as set forth on the
Borrower's stock ledger perpetual system).

     "Inventory-Luggage" shall mean finished goods Inventory owned by Borrower
consisting of luggage, accessories and related products other than luggage,
accessories, and related products historically held for sale through Store
Guarantors bearing the "Wilsons" or "Bermans" names valued on a first-in,
first-out basis in accordance with GAAP (and as set forth on the Borrower's
stock ledger perpetual system).

     "Inventory GOB Value" shall mean the amount which could be realized upon a
sale of the Borrower's Inventory pursuant to a going out of business sale (as
determined in accordance with the applicable percentage set forth in the then
most recent appraisal delivered to the Agent pursuant to subsection (g) of
Schedule H hereto or, until the first such appraisal is delivered, in accordance
with the most recent appraisal delivered to Agent prior to the Closing Date).

     "Investment Property" shall mean all "investment property" as such term is
defined in the Code now owned or hereafter acquired by any Credit Party,
wherever located, including (i) all securities, whether certificated or
uncertificated, including stocks, bonds, interests in limited liability
companies, partnership interests, treasuries, certificates of deposit, and
mutual fund shares; (ii) all securities entitlements of any Credit Party,
including the rights of any Credit Party to any securities account and the
financial assets held by a securities intermediary in such securities account
and any free credit balance or other money owing by any securities intermediary
with respect to that account; (iii) all securities accounts of any Credit Party;
(iv) all commodity contracts held by any Credit Party; and (v) all commodity
accounts held by any Credit Party.


                                      A-14

<PAGE>

     "IRC" shall mean the Internal Revenue Code of 1986, as amended, and any
successor thereto.

     "IRS" shall mean the Internal Revenue Service, or any successor thereto.

     "Joint Venture" shall mean any business enterprise, regardless of form,
domestic or foreign, in which Ultimate Parent or any of its Subsidiaries has an
equity interest which constitutes less than 100% of the total equity thereof
(other than any directors qualifying shares or similar de minimus ownership
interests required by the laws of any state or country), which business
enterprise is formed or acquired for business purposes permitted hereby
(including a Non-Core Business).

     "LaSalle" shall mean LaSalle Retail Finance, a division of LaSalle Business
Credit, as agent for Standard Federal Bank National Association.

     "L/C Availability" shall have the meaning ascribed thereto in Section 1.2
of this Agreement.

     "L/C Issuer" shall have the meaning assigned to such term in Schedule B and
shall mean, initially, GE Capital or a subsidiary of GE Capital.

     "L/C Fee" shall have the meaning ascribed thereto in Schedule B to this
Agreement.

     "L/C Sublimit" shall mean $75,000,000.

     "Lenders" shall mean GE Capital, the other Lenders named on the signature
page of this Agreement including without limitation the Swing Line Lender, and,
if any such Lender shall decide to assign all or any portion of the Obligations,
such term shall include such assignee.

     "Letter of Credit Obligations" shall mean all outstanding obligations
incurred by Agent and Lenders at the request of Borrower, whether direct or
indirect, contingent or otherwise, due or not due, in connection with the
issuance Letters of Credit by Agent or a Subsidiary thereof or a reimbursement
agreement or guaranty by Agent with respect to a Letter of Credit issued by any
other L/C Issuer. The amount of such Letter of Credit Obligations shall equal
the maximum amount which may be payable by Agent or Lenders pursuant thereto.
This term expressly excludes Eligible Trade L/C Obligations.

     "Letter-of-Credit Rights" shall mean letter-of-credit rights as such term
is defined in the Code, now owned or hereafter acquired by any Credit Party,
including rights to payment or performance under a letter of credit, whether or
not such Credit Party, as beneficiary, has demanded or is entitled to demand
payment or performance.

     "Letters of Credit" shall mean documentary or standby letters of credit
other than Eligible Trade L/Cs issued for the account of Borrower by L/C Issuer,
and bankers' acceptances issued by Borrower, for which Agent and Lenders have
incurred Letter of Credit Obligations.


                                      A-15

<PAGE>

     "LIBOR Business Day" shall mean a Business Day on which banks in the city
of London are generally open for interbank or foreign exchange transactions.

     "LIBOR Loan" shall mean a Loan or any portion thereof bearing interest by
reference to the LIBOR Rate.

     "LIBOR Period" shall mean, with respect to any LIBOR Loan, each period
commencing on a LIBOR Business Day selected by Borrower pursuant to this
Agreement and ending seven (7) days or, one, two or three months thereafter, as
selected by Borrower in an irrevocable notice to Agent as set forth in Section
1.5(e); provided that the foregoing provision relating to LIBOR Periods is
subject to the following:

          (a) if any LIBOR Period would otherwise end on a day that is not a
     LIBOR Business Day, such LIBOR Period shall be extended to the next
     succeeding LIBOR Business Day unless the result of such extension would be
     to carry such LIBOR Period into another calendar month in which event such
     LIBOR Period shall end on the immediately preceding LIBOR Business Day;

          (b) any LIBOR Period that would otherwise extend beyond the Commitment
     Termination Date shall end two (2) LIBOR Business Days prior to such date;

          (c) any LIBOR Period pertaining to a LIBOR Loan for one month or more
     that begins on the last LIBOR Business Day of a calendar month (or on a day
     for which there is no numerically corresponding day in the calendar month
     at the end of such LIBOR Period) shall end on the last LIBOR Business Day
     of a calendar month;

          (d) Borrower shall select LIBOR Periods so as not to require a payment
     or prepayment of any LIBOR Loan during a LIBOR Period for such Loan; and

          (e) Borrower shall select LIBOR Periods so that there shall be no more
     than ten (10) separate LIBOR Loans outstanding at any one time.

     "LIBOR Rate" shall mean for each LIBOR Period, a rate of interest equal to:

          (a) the offered rate for deposits in United States Dollars for the
     applicable LIBOR Period which appears on Telerate Page 3750 as of 11:00
     a.m., London time, two (2) LIBOR Business Days prior to the beginning of
     each LIBOR Period (unless such date is not a Business Day, in which event
     the next succeeding Business Day will be used); divided by

          (b) a number equal to 1.0 minus the aggregate (but without
     duplication) of the rates (expressed as a decimal fraction) of reserve
     requirements in effect on the day which is two (2) LIBOR Business Days
     prior to the beginning of such LIBOR Period (including, without limitation,
     basic, supplemental, marginal and emergency reserves under any regulations
     of the Board of Governors of the Federal Reserve system or other
     governmental authority having jurisdiction with respect thereto, as now and
     from time to time in effect) for Eurocurrency funding (currently referred
     to as


                                      A-16

<PAGE>

     "Eurocurrency liabilities" in Regulation D of such Board) which are
     required to be maintained by a member bank of the Federal Reserve System.

          If such interest rates shall cease to be available from Telerate News
     Service, the LIBOR Rate shall be determined from such financial reporting
     service or other information as shall be mutually acceptable to Agent and
     Borrower.

     "License" shall mean any Trademark License or other written license of
rights or interests in Trademarks now held or hereafter acquired by any Credit
Party.

     "Lien" shall mean any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, lien, charge, claim, security interest,
easement or encumbrance, or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any
synthetic lease or title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, and the filing
of, or agreement to give, any financing statement perfecting a security interest
under the Code or comparable law of any jurisdiction).

     "Litigation" shall have the meaning assigned to it in Section 3.13.

     "Loan Account" shall have the meaning assigned to it in Section 1.12.

     "Loan Documents" shall mean this Agreement, the Notes, the Collateral
Documents and all other agreement, instruments, documents and certificates
identified in the Schedule of Documents executed and delivered to, or in favor
of, Agent and/or Lenders and including (without limitation) all other pledges,
powers of attorney, consents, assignments, contracts, notices, and all other
written matter whether heretofore, now or hereafter executed by or on behalf of
any Material Credit Party, and delivered to Agent or any Lender in connection
with this Agreement or the transactions contemplated hereby. Any reference in
this Agreement or any other Loan Document to a Loan Document shall include all
appendices, exhibits or schedules thereto, and all amendments, restatements,
supplements or other modifications thereto, and shall refer to such Agreement as
the same may be in effect at any and all times such reference becomes operative.

     "Loan Parties" shall mean Ultimate Parent, First Intermediate Parent,
Borrower, Second Intermediate Parent, and Third Intermediate Parent.

     "Loans" shall mean the Revolving Loan, the Term Loan B and the Swing Line
Loan.

     "Material Adverse Effect" shall mean a material adverse effect on (a) the
business, assets, operations or financial or other condition of the Loan Parties
considered as a whole, (b) Borrower's ability to pay any of the Loans or any of
the other Obligations in accordance with the terms thereof, (c) any material
part of the Collateral or Agent's Liens, on behalf of itself and Lenders, on
such Collateral or the priority of such Liens, or (d) Agent's or any Lender's
rights and remedies under this Agreement and the other Loan Documents. For
purposes of the foregoing, any event or occurrence which results or could
reasonably be


                                      A-17

<PAGE>

expected to result in uninsured losses, costs or liabilities in excess of 15% of
the Borrowing Base as of any date of determination shall be deemed to have a
Material Adverse Effect.

     "Material Credit Party" shall mean Ultimate Parent, First Intermediate
Parent, Second Intermediate Parent, Third Intermediate Parent, Borrower and each
other Store Guarantor that operates more than twelve (12) Stores.

     "Maximum Amount" shall mean, at any particular time, an amount equal to the
Revolving Loan Commitment (including as a subpart thereof the Swing Line
Commitment) of all Lenders.

     "Minimum Excess Availability Reserve" shall mean a special Reserve
established by Agent on the Closing Date and maintained by Agent until the
Termination Date in an amount equal to (i) $5,000,000 during the Pre-Peak Season
and (ii) $10,000,000 during the Peak Season and the Off-Season.

     "Mortgages" shall mean each of (i) that certain mortgage dated on or about
the date hereof executed by Bermans for the benefit of Agent, on behalf of
itself and Lenders, with respect to the real property and related assets located
at 7401 Boone Avenue North, Brooklyn Park, Hennepin County, Minnesota, (ii) that
certain mortgage dated on or about the date hereof executed by Bentley for the
benefit of Agent, on behalf of itself and Lenders, with respect to the real
property and related assets located at 3353 Northwest 74th Avenue, Miami, Dade
County, Florida, each in form and substance reasonably satisfactory to Agent (in
each case as amended, restated or otherwise modified from time to time).

     "Multiemployer Plan" shall mean a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA, and to which any Credit Party or ERISA Affiliate is
making or is obligated to make contributions on behalf of participants who are
or were employed by any of them after the Closing Date.

     "Net Orderly Liquidation Value" or "NOLV" shall mean the appraised orderly
liquidation value (expressed as a percentage) of Inventory-Apparel and
Inventory-Luggage, as applicable (without duplication as to any Reserves) less
reasonable liquidation expenses (to the extent not reflected in the applicable
appraisals) as determined in accordance with the then most recent appraisal
delivered to the Agent pursuant to subsection (g) of Schedule H hereto or, until
the first such appraisal is delivered, in accordance with the most recent
appraisal delivered to Agent prior to the Closing Date.

     "Non-Core Business" shall mean any retail or wholesale business other than
the retail leather apparel and accessories business and the retail luggage and
accessories business and the wholesale business consisting of selling goods
against firm purchase orders.

     "Non-Funding Lender" shall have the meaning assigned to it in Section
9.9(d).

     "Non-use Fee" shall have the meaning assigned to it in Section 1.9(b).

     "Notes" shall mean the Revolving Notes, the Term B Note and the Swing Line
Note, collectively.


                                      A-18

<PAGE>

     "Notice of Conversion/Continuation" shall have the meaning assigned to it
in Section 1.5(e).

     "Notice of Revolving Credit Advance" shall have the meaning assigned to it
in Section 1.1(a).

     "Notice of Swing Line Advance" shall have the meaning assigned to it in
Section 1.1(c)(i).

     "Obligations" shall mean all loans, advances, debts, liabilities and
obligations, for the performance of covenants, tasks or duties or for payment of
monetary amounts (whether or not such performance is then required or
contingent, or such amounts are liquidated or determinable) owing by any Credit
Party to Agent or any Lender, and all covenants and duties regarding such
amounts, of any kind or nature, present or future, whether or not evidenced by
any note, agreement or other instrument, arising under this Agreement or any of
the other Loan Documents. This term includes all principal, interest (including,
without limitation, all interest which accrues after the commencement of any
case or proceeding in bankruptcy after the insolvency of, or for the
reorganization of any Credit Party, whether or not allowed in such proceeding),
Fees, Charges, expenses, attorneys' fees and any other sum chargeable to any
Credit Party under this Agreement or any of the other Loan Documents.

     "Off Season" shall mean the Fiscal Months of February, March, April, May,
June and July of each Fiscal Year.

     "Overadvance" shall have the meaning assigned to it in Section 1.1(a)(iii).

     "Parent Guaranty" shall mean the Amended and Restated Guaranty executed and
delivered by Ultimate Parent, First Intermediate Parent, Second Intermediate
Parent and Third Intermediate Parent, as amended, modified or restated from time
to time.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation or any successor
thereto.

     "Peak Season" shall mean the Fiscal Months of November, December and
January of each Fiscal Year.

     "Permitted Encumbrances" shall mean the following encumbrances: (a) Liens
for taxes or assessments or other governmental Charges not yet due and payable
or which are being contested in accordance with Section 5.2; (b) pledges or
deposits securing obligations under workmen's compensation, unemployment
insurance, social security or public liability laws or similar legislation; (c)
pledges or deposits securing bids, tenders, contracts, other than contracts for
the payment of money) or leases to which any Credit Party is a party as lessee
made in the ordinary course of business; (d) deposits securing statutory
obligations of any Credit Party; (e) workers', mechanics' suppliers' or similar
liens arising in the ordinary course of business; (f) carriers', warehousemen's
or other similar possessory liens arising in the ordinary course of business;
(g) deposits securing, or in lieu of, surety, appeal or customs bonds in
proceedings to which any Credit Party is a party; (h) any attachment or judgment
lien not constituting an Event of Default under Section 8.1(j) of this
Agreement; (i) zoning restrictions, easements, licenses, or


                                      A-19

<PAGE>

other restrictions on the use of any Real Estate or other minor irregularities
in title (including leasehold title) thereto, so long as the same do not
materially impair the use, value, or marketability of such Real Estate; (j)
Liens existing on the Closing Date and listed on Schedule 6.7 hereto; (k)
presently existing or hereinafter created Liens in favor of Agent, on behalf of
Lenders; and (l) Liens created after the date hereof, by conditional sale or
other title retention agreements (including, without limitation, Capital Leases)
or in connection with purchase money Indebtedness with respect to assets
acquired by any Credit Party in the ordinary course of business, involving the
incurrence of an aggregate amount of purchase money Indebtedness and Capital
Lease Obligations of not more than $10,000,000 outstanding at any one time for
all such Liens (provided that such Liens attach only to the assets subject to
such purchase money debt and such Indebtedness is incurred within thirty (30)
days following such purchase and does not exceed 100% of the purchase price of
the subject assets and including purchase money Indebtedness and Capital Leases
incurred or assumed in connection with a Permitted Acquisition).

     "Person" shall mean any individual, sole proprietorship, partnership, joint
venture, trust, unincorporated organization, association, corporation, limited
liability company, institution, public benefit corporation, other entity or
government (whether federal, state, county, city, municipal, local, foreign, or
otherwise, including any instrumentality, division, agency, body or department
thereof).

     "Plan" shall mean, at any time after the Closing Date, an employee benefit
plan, as defined in Section 3(3) of ERISA, which any Credit Party maintains,
contributes to or has an obligation to contribute to on behalf of participants
who are or were employed by any Credit Party.

     "Pledge Agreements" shall mean the separate Pledge Agreements, executed by
each of Ultimate Parent, First Intermediate Parent and Second Intermediate
Parent with respect to the Stock of their respective Subsidiaries and by Third
Intermediate Parent with respect to the Stock of Borrower, the Store Guarantors,
Bermans and Wilsons International, Inc., as amended, modified or restated from
time to time.

     "Pre-Peak Season" shall mean the Fiscal Months of August, September and
October of each Fiscal Year.

     "Prior Credit Agreement" shall have the meaning assigned thereto in the
recitals of this Agreement.

     "Prior Loans" shall have the meaning assigned thereto in the recitals of
this Agreement.

     "Proceeds" shall mean "proceeds," as such term is defined in the Code,
including (a) any and all proceeds of any insurance, indemnity, warranty or
guaranty payable to any Credit Party from time to time with respect to any of
the Collateral, (b) any and all payments (in any form whatsoever) made or due
and payable to any Credit Party from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Collateral by any Governmental Authority (or any Person acting under
color of governmental


                                      A-20

<PAGE>

authority), (c) any claim of any Credit Party against third parties (i) for
past, present or future infringement of any patent or patent license, or (ii)
for past, present or future infringement or dilution of any copyright, copyright
license, Trademark or Trademark License, or for injury to the goodwill
associated with any Trademark or Trademark License, (d) any recoveries by any
Credit Party against third parties with respect to any litigation or dispute
concerning any of the Collateral including claims arising out of the loss or
nonconformity of, interference with the use of, defects in, or infringement of
rights in, or damage to, Collateral, (e) all amounts collected on, or
distributed on account of, other Collateral, including dividends, interest,
distributions and Instruments with respect to Investment Property and pledged
Stock, and (f) any and all other amounts, rights to payment or other property
acquired upon the sale, lease, license, exchange or other disposition of
Collateral and all rights arising out of Collateral.

     "Projections" shall mean (i) for the Fiscal Year ending in January of 2003,
Ultimate Parent's forecasted consolidated (a) balance sheets, (b) profit and
loss statements, (c) cash flow statements, and (d) capitalization statements;
and (ii) for the Fiscal Years ending in January of 2004 and 2005, Ultimate
Parent's forecasted consolidated profit and loss statements, in each case
prepared in a manner consistent with the historical Financial Statements of
Ultimate Parent together with appropriate supporting details and a statement of
underlying assumptions.

     "Pro Rata Share" shall mean with respect to all matters relating to any
Lender, (a) with respect to the Revolving Loan, the percentage obtained by
dividing (i) the Revolving Loan Commitment and Swing Line Commitment of that
Lender by (ii) the aggregate Revolving Loan Commitments and Swing Line
Commitment of all Lenders; and (b) with respect to all Loans, the percentage
obtained by dividing (i) the Commitment of that Lender by (ii) the aggregate
Commitments of all Lenders.

     "Qualified Plan" shall mean a Plan which is intended to be tax-qualified
under Section 401(a) of the IRC maintained by a Credit Party after the Closing
Date.

     "Real Estate" shall have the meaning assigned to it in Section 3.6.

     "Refunded Swing Line Loan" shall have the meaning assigned to it in Section
1.1(c)(iii).

     "Release" shall mean, as to any Person, any release, spill, emission,
leaking, pumping, injection, deposit, disposal, discharge, dispersal, dumping
of, leaching or migration of Hazardous Materials in the indoor or outdoor
environment by such person, including the movement of Hazardous Material through
or in the air, soil, surface water, ground water or property, which, in any
event, has resulted in the creation of any material unpaid liability for such
Person.

     "Requisite Lenders" shall mean (a) Lenders having more than seventy-five
percent (75%) of the Commitments of all Lenders, or (b) if the Commitments have
been terminated, more than seventy-five percent (75%) of the aggregate
outstanding amount of the Loans (with Swing Line Loans being attributed to the
Lenders participating therein) and Letter of Credit Obligations and Eligible
Trade L/C Obligations; provided, that when the Term Loan B


                                      A-21

<PAGE>

has been paid in full, such percentage shall be reduced to sixty-six and
two-thirds percent (66 2/3 %) in each instance.

     "Reserves" shall mean, for purposes of calculating the Borrowing Base, (a)
reserves established by Agent from time to time against the Borrowing Base
pursuant to Section 5.8 of this Agreement, (b) reserves established pursuant to
Section 5.4(c) of this Agreement, (c) reserves established pursuant to Section
1.11(c) of this Agreement and (d) reserves established pursuant to Sections
1.19, 1.20, 1.21, 1.22, and 1.23 of this Agreement and such other reserves which
Agent may, in its reasonable credit judgment, establish from time to time.
Without limiting the generality of the foregoing, shrinkage Reserves consistent
with those established by Borrower under GAAP, Reserves established to ensure
the payment of accrued and unpaid customs duties, customs and shipping charges
with respect to Eligible In-Transit Inventory and a sales and use tax Reserve
for sales and use taxes due within ninety (90) days shall be deemed to be a
reasonable exercise of Agent's credit judgment.

     "Restricted Payment" shall mean (a) the declaration or payment of any
dividend or the incurrence of any liability to make any other payment or
distribution of cash or other property or assets in respect of a Person's Stock,
(b) any payment on account of the Purchase, redemption, defeasance, sinking fund
or other retirement or a Person's Stock or any other payment or distribution
made in respect thereof, either directly or indirectly, (c) any payment or
prepayment of principal of, premium, if any, or interest, fees or other charges
on or with respect to, and any redemption, purchase, retirement, defeasance,
sinking fund or similar payment and any claim for rescission with respect to,
any Subordinated Debt; (d) any payment made to redeem, purchase, repurchase or
retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire Stock of such Person now or hereafter outstanding; (e)
any payment of a claim for the rescission of the purchase or sale of, or for
material damages arising from the purchase or sale of, any shares of such
Person's Stock or of a claim for reimbursement, indemnification or contribution
arising out of or related to any such claim for damages, or rescission; (f) any
payment, loan, contribution, or other transfer of funds or other property to any
Stockholder of such Person; and (g) any payment of management fees (or other
fees of a similar nature) by such Person to any Stockholder of such Person or
their Affiliates.

     "Retiree Welfare Plan" shall mean, at any time, a Plan that is a "welfare
plan" as defined in Section 3(2) of ERISA, that provides for continuing coverage
or benefits for any participant or any beneficiary of a participant after such
participant's termination of employment, other than continuation coverage
provided pursuant to Section 4980B of the IRC and at the sole expense of the
participant or the beneficiary of the participant which is maintained by a
Credit Party, after the Closing Date.

     "Revolving Credit Advance" shall have the meaning assigned to it in Section
1.1(a)(i).

     "Revolver Fee Letter" shall mean that certain letter dated as of the
Closing Date between Agent and Borrower with respect to certain Fees to be paid
from time to time by Borrower to Agent for the benefit of Lenders having
Revolving Loan Commitment.


                                      A-22

<PAGE>

     "Revolving Loan" shall mean as the context may require, at any time, the
sum of (i) the aggregate amount of Revolving Credit Advances outstanding to
Borrower plus (ii) the aggregate Letter of Credit Obligations and Eligible Trade
L/C Obligations incurred on behalf of Borrower.

     "Revolving Loan Commitment" shall mean (a) as to any Lender, the aggregate
commitment of such Lender to make Revolving Credit Advances, Swing Line Advances
and/or incur Letter of Credit Obligations and Eligible Trade L/C Obligations as
set forth in the signature page to this Agreement or in the most recent Lender
Assignment Agreement executed by such Lender (as of the Closing Date, each
Lender's Revolving Loan Commitment is set forth on the Signature Pages hereto)
and (b) as to all Lenders, the aggregate commitment of all Lenders to make
Revolving Credit Advances, Swing Line Advances and/or incur Letter of Credit
Obligations and Eligible Trade L/C Obligations, which aggregate commitment shall
be One Hundred Eighty Million Dollars ($180,000,000) on the Closing Date, as
such amount may be adjusted, if at any, from time to time in accordance with
this Agreement.

     "Revolving Note" shall have the meaning assigned to it in Section
1.1(a)(ii).

     "Seasonal Store" shall mean kiosks and holiday stores temporarily operated
by a Store Guarantor during the Christmas holiday season and located in the
United States.

     "Schedule of Documents" shall mean the schedule, including all appendices,
exhibits or schedules thereto, listing certain documents and information to be
delivered in connection with this Agreement, the other Loan Documents and the
transactions contemplated thereunder, substantially in the form attached hereto
as Schedule F.

     "Second Intermediate Parent" shall mean Rosedale Wilsons, Inc., a Minnesota
corporation.

     "Security Agreement" shall mean the Security Agreement dated May 25, 1996
entered into among Agent, on behalf of itself and Lenders, and each Credit Party
thereto.

     "Senior Notes" shall mean senior unsecured notes issued by Ultimate Parent
and guaranteed by Borrower, and all of the Guarantors (other than Ultimate
Parent), in the initial principal amount of $75,000,000, bearing interest at the
rate of 11-1/4% per annum and maturing on August 15, 2004.

     "Senior Notes Documents" shall mean the Senior Notes, the Indenture dated
as of August 18, 1997 between Ultimate Parent and Norwest Bank, Minnesota, N.A.,
as trustee, governing the terms and issuance of the Senior Notes, and all
guaranties executed and delivered by Subsidiaries of Ultimate Parent with
respect to the Senior Notes as the same may be amended, supplemented, restated
or otherwise modified from time to time.

     "Software" shall mean all "software" as such term is defined in the Code,
now owned or hereafter acquired by any Credit Party, other than software
embedded in any category of goods, including all computer programs and all
supporting information provided in connection with a transaction related to any
program.


                                      A-23

<PAGE>

     "Solvent" shall mean, with respect to any Person on a particular date, that
on such date (a) the fair value of the property of such Person on a going
concern basis is greater than the total amount of liabilities, including
contingent liabilities, of such Person; (b) the present fair salable value of
the assets of such Person on a going concern basis is not less than the amount
that will be required to pay the probably liability of such Person on its debts
as they become absolute and matured; (c) such Person does not intend to, and
does not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature; and (d) such Person is not
engaged in a business or transaction, and is not about to engage in a business
or transaction, for which such Person's property would constitute an
unreasonably small capital. The amount of contingent liabilities (such as
litigation, guarantees and pensions plan liabilities) at any time shall be
computed as the amount which, in light of all the facts and circumstances
existing at the time, represents the amount which can be reasonably expected to
become an actual or matured liability.

     "Stock" shall mean all shares, options, warrants, general or limited
partnership interest or other equivalents (regardless of how designated) of or
in a corporation, partnership or equivalent entity whether voting or nonvoting,
including common stock, preferred stock or any other "equity security" (as such
term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated
by the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended).

     "Store" shall mean a location at which goods are sold at retail operated by
a Store Guarantor including the Seasonal Stores.

     "Store Guarantor" shall mean any Subsidiary of Ultimate Parent other than
(i) First Intermediate Parent, (ii) Borrower, (iii) Foreign Subsidiaries and
(iv) Joint Ventures (in each case, whether or not such Person operates a retail
store), and "Store Guarantors" shall mean all of the foregoing, collectively.

     "Store Guarantors' Guaranty" shall mean the Amended and Restated Guaranty
executed by the Store Guarantors (excluding the Second Intermediate Parent and
Third Intermediate Parent) in favor of the Lenders, as amended, modified or
restated from time to time.

     "Subordinated Debt" shall mean any Indebtedness of any Credit Party
subordinated to the Obligations in a manner and form satisfactory to the Agent
and the Lenders in their sole discretion, as to right and time of payment and as
to any other rights and remedies thereunder.

     "Subsidiary" shall mean, with respect to any Person, (a) any corporation of
which an aggregate of more than fifty percent (50%) of the outstanding Stock
having ordinary voting power to elect a majority of the board of directors of
such corporation (irrespective of whether, at the time, Stock of any other class
or classes of such corporation shall have or might have voting power by reason
of the happening of any contingency) is at the time, directly or indirectly,
owned legally or beneficially by such Person and/or one or more Subsidiaries of
such Person, or with respect to which any such Person and/or one or more
Subsidiaries of such Person, or with respect to which any such Person has the
right to vote or designate the vote of fifty percent (50%) or more of such Stock
whether by proxy, agreement, operation of law or otherwise, and


                                      A-24

<PAGE>

(B) any partnership or limited liability company in which such Person and/or one
ore more Subsidiaries of such Person shall have an interest (whether in the form
of voting or participation in profits or capital contribution) of more than
fifty percent (50%) or of which any such Person is a general partner or may
exercise the powers of a general partner. Unless the context otherwise requires
all references to Subsidiaries in this Agreement or in the other Loan Documents
shall be deemed to refer to Subsidiaries of First Intermediate Parent.

     "Supplemental Security Agreement" shall mean the Supplemental Security
Agreements dated as May 24, 1999.

     "Supporting Obligations" shall mean all "Supporting Obligations" as such
term is defined in the Code, including letters of credit and guaranties issued
in support of Accounts, Chattel Paper, Documents, General Intangibles,
Instruments, or Investment Property.

     "Swing Line Advance" has the meaning assigned to it in Section 1.1(c)(i).

     "Swing Line Availability" has the meaning assigned to it in Section
1.1(c)(i).

     "Swing Line Commitment" shall mean, as to the Swing Line Lender, the
commitment of the Swing Line Lender to make Swing Line Loans as set forth on the
signature page to this Agreement, which commitment constitutes a part of the
Revolving Loan Commitment of the Swing Line Lender.

     "Swing Line Lender" shall mean GE Capital.

     "Swing Line Loan" shall mean as the context may require, at any time, the
aggregate amount of Swing Line Advances outstanding to Borrower.

     "Swing Line Loan Participation Certificate" shall mean a certificate
delivered pursuant to Section 1.1(c)(iv).

     "Swing Line Note" has the meaning assigned to it in Section 1.1(c)(ii).

     "Taxes" shall mean taxes, levies, imposes, deductions, Charges or
withholdings, and all liabilities with respect thereto, excluding taxes imposed
on or measured by the net income of Agent or a Lender by the federal government
or any State or political subdivision thereof.

     "Term Collateral" shall mean (i) all of the assets and property of Bermans
and Bentley in which a Lien is purported to be granted by a Mortgage, and (ii)
all of the Equipment (and the Proceeds thereof) of each Credit Party covered by
the Amended and Restated Security Agreement dated June 19, 2001, in each case
whether now existing or hereinafter acquired.

     "Term Lender" shall mean GE Capital.

     "Term Loan B" has the meaning assigned to it in Section 1.1(b)(i).

     "Term Loan B Commitment" means, as to the Term Lender, the commitment of
the Term Lender to continue Term Loan B on the Closing Date as set forth in
Section 1.1(b)(i) of


                                      A-25

<PAGE>

this Agreement, the amount of which commitment is Twenty Five Million Dollars
($25,000,000).

     "Term B Note" has the meaning assigned to it in Section 1.1(b)(i).

     "Termination Date" shall mean the date on which the Loans have been
indefeasibly repaid in full and all other Obligations under this Agreement and
the other Loan Documents have been completely discharged and Borrower shall not
have any further right to borrow any monies thereunder.

     "Third Intermediate Parent" shall mean River Hills Wilsons, Inc., a
Minnesota corporation.

     "Title IV Plan" shall mean an employee pension benefit plan, as defined in
Section 3(2) of ERISA (other than a Multiemployer Plan), which is covered by
Title IV of ERISA, and which any Credit Party or ERISA Affiliate maintains,
contributes to or has an obligation to contribute to after the Closing Date on
behalf of participants who are or were employed by any of them.

     "Trade L/C Inventory" shall mean goods for which an Eligible Trade L/C has
been issued hereunder.

     "Trade L/C Inventory GOB Value" shall mean the amount which could be
realized upon a sale of the Borrower's Trade L/C Inventory pursuant to a going
out of business sale (as determined in accordance with the applicable percentage
set forth in the then most recent appraisal delivered to the Agent pursuant to
subsection (g) of Schedule H hereto or until the first such appraisal is
delivered, in accordance with the most recent appraisal delivered to Agent prior
to the Closing Date).

     "Trademark" or "Trademarks" shall mean any and all of the following now
owner or hereafter acquired by any Credit Party: (a) all trademarks, trade
names, corporate names, business names, trade styles, service marks, logos,
other source or business identifiers, prints and labels on which any of the
foregoing have appeared or appear, designs and general intangibles of like
nature (whether registered or unregistered), now owned or existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all
applications in connection therewith, including, without limitation, all
registrations, recordings and applications in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any
state or territory thereof, or any other country or any political subdivision
thereof; (b) all reissues, extensions or renewals thereof; and (c) all goodwill
associated with or symbolized by any of the foregoing.

     "Trademark License" shall mean any and all rights now owned or hereafter
acquired by any Credit Party under any written agreement granting any right to
use any Trademark.

     "Trademark Security Agreements" shall mean the Trademark Security
Agreements made in favor of Agent, on behalf of Lenders, by each applicable
Credit Party, as amended, modified or restated from time to time.


                                      A-26

<PAGE>

     "Unfunded Pension Liability" shall mean, at any time after the Closing
Date, the aggregate amount, if any, of the sum of (a) the amount by which the
present value of all accrued benefits under each Title IV Plan exceeds the fair
market value of all assets of such Title IV Plan allocable to such benefits in
accordance with Title IV Plan using the actuarial assumptions for funding
purposes in effect under such Title IV Plan, and (b) for a period of five (5)
years following a transaction which might reasonably be expected to be covered
by Section 4069 of ERISA, the liabilities (whether or not accrued) that could be
avoided by any Credit Party or any ERISA Affiliate as a result of such
transaction.

     "Ultimate Parent" shall mean Wilsons The Leather Experts Inc., a Minnesota
corporation.

     "Uniform Commercial Code jurisdiction" shall mean any jurisdiction that has
adopted all or substantially all of Article 9 as contained in the 2000 Official
Text of the Uniform Commercial Code, as recommended by the National Conference
of Commissioners on Uniform State Laws and the American Law Institute, together
with any subsequent amendments or modifications to the Official Text.

     "U.S. Bank" U.S. Bank National Association.

     "Wells Fargo" shall mean Wells Fargo Retail Finance LLC.

     "WWT" shall mean WWT, Inc., a Delaware corporation and wholly owned
subsidiary of Third Intermediate Parent.

     All other undefined terms contained in any of the Loan Documents shall,
unless the context indicates otherwise, have the meanings provided for by the
Code as in effect in the State of Illinois to the extent the same are used or
defined therein. The words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole, including all Exhibits and
Schedules, as the same may from time to time be amended, restated, modified or
supplemented, and not to any particular section, subsection or clause contained
in this Agreement or any such Exhibit or Schedule.

     Wherever from the context it appears appropriate, each term stated in
either the singular or plural shall include the singular and the plural, and
pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, feminine and neuter genders. The words "including", "includes" and
"include" shall be deemed to be followed by the words "without limitation";
references to Persons include their respective successors and assigns (to the
extent and only to the extent permitted by the Loan Documents) or, in the case
of governmental Persons, Persons succeeding to the relevant functions of such
Persons, and all references to statutes and related regulations shall include
any amendments of the same and any successor statutes and regulations.


                                      A-27

<PAGE>

                                   SCHEDULE B

                                LETTERS OF CREDIT
                                -----------------

     (a) Issuance. Subject to the terms and conditions of this Agreement, Agent
agrees to incur from time to time, upon the request of Borrower on behalf of
Borrower and for Borrower's account, Letter of Credit Obligations and Eligible
Trade L/C Obligations by causing Letters of Credit and Eligible Trade L/Cs to be
issued on terms acceptable to Agent and by Agent, a subsidiary of Agent or a
bank or other legally authorized Person acceptable to Agent and Borrower (each,
an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided,
however, that the aggregate amount of the sum of all such Letter of Credit
Obligations plus Eligible Trade L/C Obligations shall not at any time exceed the
lesser of (i) Seventy-Five Million Dollars ($75,000,000) (the "L/C Sublimit"),
or (ii) the Maximum Amount less the aggregate outstanding principal balance of
the Revolving Credit Advances; provided further that Letter of Credit
Obligations plus Eligible Trade L/C Obligations shall not exceed the Borrowing
Base less the outstanding balance of the Revolving Credit Advances and Swing
Line Advances. No such Letter of Credit Obligation or Eligible Trade L/C
Obligation shall have an expiry date which is more than one year following the
date of issuance thereof, and Agent and the Lenders shall be under no obligation
to incur Letter of Credit Obligations or Eligible Trade L/C Obligations in
respect of any Letter of Credit or Eligible Trade L/C having an expiry date
which is later than the Commitment Termination Date. The Borrower may request to
change the LC Issuer, subject to consent by Agent, which consent shall not be
unreasonably withheld.

     (b) (i) Advances Automatic; Participations. When Agent makes any payment on
or pursuant to any Letter of Credit Obligation or Eligible Trade L/C Obligation,
such payment shall then be deemed automatically to constitute a Swing Line
Advance to the extent of Swing Line Availability (and if Swing Line Availability
is zero, a Revolving Credit Advance) to Borrower under this Agreement regardless
of whether a Default or Event of Default shall have occurred and be continuing
and notwithstanding Borrower's failure to satisfy the conditions precedent set
forth in Section 2 of this Agreement, and, in the case of a Revolving Credit
Advance, each Lender shall be obligated to pay its Pro Rata Share thereof in
accordance with this Agreement. The failure of any Lender to make available to
Agent for Agent's own account its Pro Rata Share of any such Revolving Credit
Advance or payment by Agent under or in respect of a Letter of Credit or
Eligible Trade L/C shall not relieve any other Lender of its obligation
hereunder to make available to Agent its Pro Rata Share thereof, but no Lender
shall be responsible for the failure of any other Lender to make available such
other Lender's Pro Rata Share of any such payment.

          (ii) If it shall be illegal or unlawful for Borrower to incur
     Revolving Credit Advances as contemplated by paragraph (b)(i) above because
     of an Event of Default described in Section 8.1(h) or (i) or otherwise or
     if it shall be illegal or unlawful for any Lender to be deemed to have
     assumed a ratable share of the reimbursement obligations owed to an L/C
     Issuer, then (i) immediately and without further action whatsoever, such
     Lender shall be deemed to have irrevocably and unconditionally purchased
     from Agent an undivided interest and participation equal to such Lender's
     Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of
     Credit Obligations or Eligible Trade L/C Obligations in respect of all
     Letters of Credit or Eligible Trade L/Cs then outstanding and (ii)
     thereafter, immediately


                                      B-1

<PAGE>

     upon issuance of any Letter of Credit or Eligible Trade L/C, each Lender
     shall be deemed to have irrevocably and unconditionally purchased from
     Agent an undivided interest and participation in such Lender's Pro Rata
     Share (based on the Revolving Loan Commitments) of the Letter of Credit
     Obligations or Eligible Trade L/C Obligations with respect to such Letter
     of Credit or Eligible Trade L/C on the date of such issuance. Each Lender
     shall fund its participation in all payments or disbursements made under
     the Letters of Credit or Eligible Trade L/Cs in the same manner as provided
     in this Agreement with respect to Revolving Credit Advances.

     (c) Cash Collateral. If any Letter of Credit Obligations or Eligible Trade
L/C Obligations, whether or not then due and payable, shall for any reason be
outstanding on the Commitment Termination Date, or if L/C Availability is less
than zero or would be reduced to less than zero upon the incurrence of
additional Letter of Credit Obligations or Eligible Trade L/C Obligations (an
"L/C Availability Short-Fall"), Borrower will pay to Agent for the benefit of
the Lenders cash or cash equivalents acceptable to Agent ("Cash Equivalents") in
an amount equal to the greater of (1) 100% of the maximum then available to be
drawn under each applicable Letter of Credit or Eligible Trade L/C outstanding
for the benefit of Borrower, plus such amount as Agent may request to cover
fees, costs and expenses (including attorneys' fees and expenses) which may be
incurred with respect thereto in the case of cash collateral to be provided on
the Commitment Termination Date or (2) in the amount of the L/C Availability
Short-Fall in the case where L/C Availability is or would be reduced to less
than zero. Such funds or Cash Equivalents shall be held by Agent in a cash
collateral account (the "Cash Collateral Account") maintained at a bank or
financial institution acceptable to agent. The Cash Collateral Account shall be
in the name of Agent (as a cash collateral account), and shall be under the sole
dominion and control of Agent and subject to the terms of this Schedule B.
Borrower hereby pledges and grants to Agent, on behalf of Lenders, a security
interest in all such funds and Cash Equivalents held in the Cash Collateral
Account from time to time and all proceeds thereof, as security for the payment
of all amounts due in respect of the Letter of Credit Obligations, Eligible
Trade L/C Obligations and other Obligations, whether or not then due. This
Agreement, including this Schedule B, shall constitute a security agreement
under applicable law.

     From time to time after funds or cash equivalents are deposited in the Cash
Collateral Account by Borrower, Agent may apply such funds or Cash Equivalents
then held in the Cash Collateral account to the payment of any amounts, in such
order as Agent may elect, as shall be or shall become due and payable by
Borrower to the Lenders with respect to such Letter of Credit Obligations or
Eligible Trade L/C Obligations and, upon the satisfaction in full of all Letter
of Credit Obligations or Eligible Trade L/C Obligations of Borrower outstanding
at the Commitment Termination Date or otherwise upon elimination of the L/C
Availability Short-Fall, to any other Obligations of Borrower then due and
payable. All sums remaining after application of funds from the Cash Collateral
Account as herein provided shall be returned to Borrower.

     Agent shall at the direction of Borrower invest the funds in the Cash
Collateral Account in short term investments issued or fully guaranteed by the
United States government or an agency thereof, and to the extent not applied to
the Obligations as provided herein, interest and earnings thereon, if any, shall
be the property of Borrower.


                                      B-2

<PAGE>

     (d) Fees and Expenses. Borrower agrees to pay to Agent for the benefit of
the Lenders, as compensation to such Lenders for Letter of Credit Obligations
and Eligible Trade L/C Obligations incurred hereunder, (x) all costs and
expenses incurred by Agent or any Lender on account of such Letter of Credit
Obligations or Eligible Trade L/C Obligations, and (y) commencing with the month
in which any such Letter of Credit Obligations or Eligible Trade L/C Obligation
is incurred by the Lenders and on the first day of each month in arrears for
each month during which such Letter of Credit Obligation or Eligible Trade L/C
Obligation shall remain outstanding, a fee (the "L/C Fee") in an amount equal to
the Applicable L/C Margin per annum multiplied by the daily average of the
maximum amount available to be drawn under the applicable Letters of Credit and
Eligible Trade L/C's outstanding during each month. In addition, Borrower agrees
that Borrower (and not Agent or any Lender) shall be responsible for the payment
of all L/C Issuer fees, costs, and expenses in connection with the issuance of
Letters of Credit and Eligible Trade L/Cs at such times and in such amounts as
Borrower and L/C issuer shall agree, pursuant to the application and related
documentation under which any Letter of Credit or Eligible Trade L/C is issued.
The L/C Fees due under this paragraph (d) shall be calculated on the basis of a
360-day year for the actual number of days elapsed (except as may be otherwise
specified in any agreement between Borrower and the L/C Issuer) and shall be
paid to Agent for the benefit of the applicable Lenders.

     (e) Requests for Letters of Credit. Borrower shall be deemed to request the
incurrence of all documentary Letter of Credit Obligations and Eligible Trade
L/C Obligations by electronically forwarding to Agent at its address as set
forth in this Agreement an application for issuance of a Letter of Credit or
Eligible Trade L/C in the form approved by the L/C Issuer or its processor.
Provided that all other criteria for incurrence of Letter of Credit Obligations
or Eligible Trade L/C Obligations are met, such application shall be
electronically forwarded to the L/C Issuer with Agent's authorization to issue
the requested Letter of Credit or Eligible Trade L/C (i) the same day as the
application is received by Agent, if such application is forwarded to Agent on
or before 12:00 noon (Chicago time) on any Business Day, or (ii) the Business
Day following the Business Day that the application is received by Agent, in all
other cases. All standby Letter of Credit Obligations shall be incurred upon
Borrower's submission of a completed written Application for Standby Letter of
Credit in the form provided by Agent. Each standby Letter of Credit shall be
issued within two Business Days following finalization of mutually satisfactory
letter of credit and drawing certificate provisions.

     (f) Obligation Absolute. The obligation of Borrower to reimburse Agent and
Lenders for payments made with respect to any Letter of Credit Obligation or
Eligible Trade L/C Obligation shall be absolute, unconditional and irrevocable,
without necessity of presentment, demand, protest or other formalities, and the
obligations of each Lender to make payments to Agent with respect to Letters of
Credit and Eligible Trade L/Cs shall be unconditional and irrevocable. Such
obligations of Borrower and Lenders shall be paid strictly in accordance with
the terms hereof under all circumstances including the following circumstances:

          (i) any lack of validity or enforceability of any Letter of Credit or
     Eligible Trade L/C or this Agreement or the other Loan Documents or any
     other agreement;


                                      B-3

<PAGE>

          (ii) the existence of any claim, set-off, defense or other right which
     Borrower or any of its Affiliates or any Lender may at any time have
     against a beneficiary or any transferee of any Letter of Credit or Eligible
     Trade L/C (or any Persons or entities for whom any such transferee may be
     acting), Agent, any Lender, or any other Person, whether in connection with
     this Agreement, the Letter of Credit or Eligible Trade L/C, the
     transactions contemplated herein or therein or any unrelated transaction
     (including any underlying transaction between Borrower and the beneficiary
     for which the Letter of Credit or Eligible Trade L/C was procured);

          (iii) any draft, demand, certificate or any other document presented
     under any Letter of Credit or Eligible Trade L/C proving to be forged,
     fraudulent, invalid or insufficient in any respect or any statement therein
     being untrue or inaccurate in any respect;

          (iv) payment by L/C Issuer under any Letter of Credit or Eligible
     Trade L/C against presentation of a demand, draft or certificate or other
     document which does not comply with the terms of such Letter of Credit or
     Eligible Trade L/C;

          (v) any other circumstance or happening whatsoever, which is similar
     to any of the foregoing; or

          (vi) the fact that a Default or an Event of Default shall have
     occurred and be continuing.

     (g) Indemnification: Nature of Lender's Duties. In addition to amounts
payable as elsewhere provided in this Agreement, Borrower hereby agrees to pay
and protect, indemnify, and save harmless Agent and each Lender from and against
any and all claims, demands, liabilities, damages, losses, costs, charges and
expenses (including attorneys' fees and allocated costs of internal counsel)
which Agent or any Lender may incur or be subject to as a consequence, direct or
indirect, of (i) the issuance of any Letter of Credit or Eligible Trade L/C, or
(ii) the failure of Agent, any Lender or such L/C Issuer seeking indemnification
to honor a demand for payment under any Letter of Credit Obligation or Eligible
Trade L/C Obligation as a result of any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or
Governmental Authority, in each case other than to the extent solely as a result
of the gross negligence or willful misconduct of Agent or such Lender (as
finally determined by a court of competent jurisdiction). Nothing herein
contained shall be deemed to limit or expand the scope of any indemnity or
release contained in any agreement between Borrower and the L/C Issuer.

     As between Agent and any Lender and Borrower, Borrower assumes all risks of
the acts and omissions of, or misuse of any Letter of Credit or Eligible Trade
L/C by beneficiaries of any Letter of Credit or Eligible Trade L/C. In
furtherance and not in limitation of the foregoing, to the fullest extent
permitted by law neither Agent nor any Lender shall be responsible: (i) for the
form, validity, sufficiency, accuracy, genuineness or legal effect of any
document issued by any party in connection with the application for and issuance
of any Letter of Credit or Eligible Trade L/C, even if it should in fact prove
to be in any or all respects invalid, insufficient, inaccurate, fraudulent or
forged, (ii) for the validity or sufficiency of any instrument


                                      B-4

<PAGE>

transferring or assigning or purporting to transfer or assign any Letter of
Credit or Eligible Trade L/C or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason; (iii) for failure of the beneficiary of any Letter of Credit or
Eligible Trade L/C to comply fully with conditions required in order to demand
payment under such Letter of Credit or Eligible Trade L/C or the failure of the
L/C Issuer to require strict compliance with such conditions; provided that, in
the case of any payment by Agent of any Letter of Credit Obligation or Eligible
Trade L/C Obligation, Agent shall be liable to the extent such payment was made
solely as a result of its gross negligence or willful misconduct (as finally
determined by a court of competent jurisdiction) in determining that the demand
for payment of such Letter of Credit Obligation or Eligible Trade L/C Obligation
thereof complies on its face with any applicable requirements for a demand for
payment thereof; (iv) for errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (v) for errors in interpretation of
technical terms; (vi) for any loss or delay in the transmission or otherwise of
any document required in order to make a payment under any Letter of Credit or
Eligible Trade L/C or of the proceeds thereof; (vii) for the credit of the
proceeds of any drawing under any Letter of Credit or Eligible Trade L/C; and
(viii) for any consequences arising from causes beyond the control of Agent.
None of the above shall affect, impair, or prevent the vesting of any of Agent's
or any Lender's rights or powers hereunder or under this Agreement.

     Nothing herein contained shall be deemed to waive or release any right or
claim that Borrower may have against the L/C Issuer in its capacity as such.


                                      B-5

<PAGE>

                                   SCHEDULE C

                              INTENTIONALLY OMITTED
                              ---------------------




                                      C-1

<PAGE>

                                   SCHEDULE D

                              INTENTIONALLY OMITTED
                              ---------------------



                                      D-1

<PAGE>

                                   SCHEDULE E

                             CASH MANAGEMENT SYSTEMS
                             -----------------------

     Borrower shall, and shall cause the Credit Parties to, establish and
maintain the Cash Management Systems described below:

          (a) Until the Termination Date, each Credit Party which maintains a
     depository account (each, a "Credit Party Account") with any bank (each, a
     "Relationship Bank") shall instruct each of its Relationship Banks to
     transfer all good funds on deposit in such Credit Party Account (less
     reserves for returned items and account fees) by wire transfer or automated
     clearing house procedures on a daily basis into a bank account in
     Borrower's name (the "Concentration Account") at Harris Trust and Savings
     Bank or another bank mutually agreed upon in advance by Agent and Borrower
     (the "Concentration Account Bank").

          (b) Borrower may maintain, in its name, accounts (each a "Disbursement
     Account" and collectively, the "Disbursement Accounts") at a bank
     acceptable to Agent into which, Agent shall, from time to time, deposit
     proceeds of Revolving Credit Advances and Swing Line Advances made to
     Borrower pursuant to Section 1.1 of the Agreement.

          (c) On or before the Closing Date, the Concentration Account Bank
     shall enter into a tri-party blocked account agreement with Agent with
     respect to the Concentration Account, for the benefit of itself and
     Lenders, and Borrower, in form and substance acceptable to Agent, which
     shall become operative on the Closing Date. Such blocked account agreement
     shall provide, among other things, that (i) all items of payment and funds
     deposited in the Concentration Account and proceeds thereof deposited in
     such account are held by such bank, as agent or bailee-in-possession for
     the Agent, on behalf of Lenders, (ii) the bank executing such agreement has
     no rights of setoff or recoupment or any other claim against such account
     other than for payment of its service fees and other charges directly
     related to the administration of such account and for returned checks or
     other items of payment and (iii) from and after the Concentration Account
     Bank's receipt of a notice (an "Activation Notice") from Agent (which
     Activation Notice may be given by Agent at any time at which an Event of
     Default has occurred and is continuing), to immediately forward all amounts
     received in the Concentration Account to the Collection Account through
     daily sweeps from such Concentration Account into the Collection Account.
     From and after the date Agent has delivered an Activation Notice to the
     Concentration Account Bank, Borrower shall not, and shall not cause or
     permit any Guarantor to, accumulate or maintain cash in any disbursement
     accounts and payroll accounts as of any date of determination in excess of
     checks outstanding against such accounts as of that date and amounts
     necessary to meet minimum balance requirements. Absent the issuance of an
     Activation Notice, Borrower shall be entitled to transfer funds from the
     Concentration Account to any place it may elect.

          (d) So long as no Event of Default has occurred and is continuing, any
     Store Guarantor may act to add or replace a Relationship Bank or Credit
     Party Account and Borrower may replace any Concentration Account Bank or
     Concentration Account; provided, however, (i) in the case of a replacement
     Concentration Account Bank, prior to the time of the


                                      E-1

<PAGE>

     opening of an account with such new Concentration Account Bank, Borrower
     and such bank shall have executed and delivered to Agent a tri-party
     blocked account agreement, in form and substance satisfactory to Agent.
     Borrower shall close any Concentration Account (and establish a replacement
     Concentration Account in accordance with the foregoing sentence) promptly
     and in any event within thirty (30) days of notice from Agent that the
     creditworthiness of any Concentration Account Bank is no longer acceptable
     in Agent's reasonable judgment, or as promptly as practicable and in any
     event within sixty (60) days of notice from Agent that the operating
     performance, funds transfer and/or availability procedures or performance
     with respect to the Concentration Account or the Agent's liability under
     any tri-party blocked account agreement with such bank is no longer
     acceptable in Agent's reasonable judgment.

          (e) The Concentration Account shall be a cash collateral account, with
     all cash and other items of payment in such accounts securing payment of
     the Loans and all other Obligations, and in which Borrower shall have
     granted a Lien to Agent, on behalf of itself and Lenders, pursuant to the
     Amended and Restated Security Agreement.

          (f) All amounts deposited in the Collection Account shall be deemed
     received by Agent in accordance with the Agreement and shall be applied
     (and allocated) by Agent in accordance with the Agreement.

          (g) Each Store Guarantor and its respective officers, employees,
     agents, directors or other Persons acting for or in concert with Borrower
     (each a "Related Person") agrees to (i) hold in trust for the Agent, for
     the benefit of itself and Lenders, all checks, cash and other items of
     payment received by such Store Guarantor or any such Related Person, and
     (ii) within one (1) Business Day after receipt by such Store Guarantor or
     any such Related Person of any checks, cash or other items or payment,
     deposit the same into the appropriate Credit Party Account. Each Store
     Guarantor acknowledges and agrees that all cash, checks or items of payment
     constituting proceeds of Collateral are pledged to Agent for the benefit of
     Lenders.

          (h) Upon the request of the Agent, each Credit Party shall use good
     faith efforts to cause each Relationship Bank to enter into tri-party
     blocked account agreements in form and substance satisfactory to the Agent.
     Each such blocked account agreement shall provide, among other things, that
     (i) all items of payment deposited in such account and proceeds thereof
     deposited in the applicable Credit Party Accounts are held by such bank, as
     agent or bailee-in-possession for the Agent, on behalf of itself and
     Lenders, (ii) the bank executing such agreement has no rights of setoff or
     recoupment or any other claim against such account, as the case may be,
     other than for payment of its service fees and other charges directly
     related to the administration of such account and for returned checks or
     other items of payment, and (iii) such bank agrees to forward immediately
     all amounts in each Credit Party Account to the Concentration Account Bank
     (or other applicable bank) and to commence the process of daily sweeps from
     such Credit Party Account into the Concentration Account (or an account
     that sweeps, on a daily basis into the Concentration Account).


                                      E-2

<PAGE>

                                   SCHEDULE F

                             SCHEDULE OF ADDITIONAL
                             ----------------------
                                CLOSING DOCUMENTS
                                -----------------



                                  See Attached





                                      F-1

<PAGE>

                                   SCHEDULE G

                FINANCIAL STATEMENTS AND PROJECTIONS - REPORTING
                ------------------------------------------------

     Borrower shall deliver or cause to be delivered to Agent or to Agent and to
each Lender which a signatory to the Loan Agreement as of the Closing Date or
which holds 10 % or more of the Revolving Loan Commitments, as indicated, the
following:

     (a) Monthly Financials. To Agent and Lenders, within thirty (30) days after
the end of each Fiscal Month, financial information regarding Ultimate Parent
and its Subsidiaries, certified by the Chief Financial Officer of Ultimate
Parent, consisting of consolidated (i) unaudited balance sheets as of the close
of such Fiscal Month and the related statements of income and cash flow for that
portion of the Fiscal Year ending as of the close of such Fiscal Month; (ii)
unaudited statements of income and cash flows for such Fiscal Month, setting
forth in comparative form the figures for the corresponding period in the prior
year and the figures contained in the most recent annual Projections for such
Fiscal Year, all prepared in accordance with GAAP (subject to normal year-end
adjustments). Such financial information shall be accompanied by the
certification of the Chief Financial Officer of Ultimate Parent that (x) such
financial information presents fairly in accordance with GAAP (subject to normal
year-end adjustments) the financial position and results of operations of First
Intermediate Parent and its Subsidiaries, on a consolidated basis, in each case
as at the end of such month and for the period then ended and (y) any other
information presented is true, correct and complete in all material respects and
that there was no Default or Event of Default in existence as of such time or,
if a Default or Event of Default shall have occurred and be continuing,
describing the nature thereof and all efforts undertaken to cure such Default or
Event of Default.

     (b) Quarterly Financials. To Agent and Lenders, within forty-five (45) days
after the end of each Fiscal Quarter, copies of the Ultimate Parent's 10-Q. Such
financial information shall be accompanied by (A) a statement in reasonable
detail showing the calculations used in determining compliance with the
financial covenants set forth on Schedule I and (B) the Certification of the
Chief Financial Officer of Ultimate Parent that (i) such financial information
presents fairly in accordance with GAAP (subject to normal year-end adjustments)
the financial position, results of operations and statements of cash flows of
First Intermediate Parent and its Subsidiaries, on a consolidated basis, as at
the end of such Fiscal Quarter and for the period then ended, (ii) any other
information presented is true, correct and complete in all material respects and
that there was no Default or Event of Default in existence as of such time or,
if a Default or Event of Default shall have occurred and be continuing,
describing the nature thereof and all efforts undertaken to cure such Default or
Event of Default. In addition, Borrower shall deliver to Agent and Lenders,
within forty-five (45) days after the end of each Fiscal Quarter, a management
discussion and analysis which includes a comparison to budget for that Fiscal
Quarter and a comparison of performance for that Fiscal Quarter to the
corresponding period in the prior year;

     (c) Operating Plan. To Agent and Lender, as soon as available, but not
later than thirty (30) days after the end of each Fiscal Year, an annual
operating plan, approved by the Board of Directors of Ultimate Parent, for the
following Year, which will include a statement of all of the material
assumptions on which such plan is based, will include monthly balance sheets


                                      G-1

<PAGE>

and a monthly budget for the following year and will integrate sales, gross
profits, operating expenses, operating profit, cash flow projections and
borrowing availability projections all prepared on the same basis and in similar
detail as that on which operating results are reported (and in the case of cash
flow projections, representing management's good faith estimates of future
financial performance based on historical performance), and including plans for
personnel, Capital Expenditures and Stores;

     (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) a report from such accounting firm to the effect
that, in 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;

     (e) Management Letters. To Agent and Lenders, within (10) Business Days
after receipt of by any Credit Party, copies of all management letters,
exception reports or similar letters or reports received by such Credit Party
from its independent certified public accountants;

     (f) Default Notices. To Agent and Lenders, as soon as practicable, and in
any event within five (5) Business Days after an executive officer of Borrower
has actual knowledge of the existence of any Default, Event of Default or other
event which has had a Material Adverse Effect, telephonic or telecopied notice
specifying the nature of such Default or Event of Default or other event,
including the anticipated effect thereof, which notice, if given telephonically,
shall be promptly confirmed in writing on the next Business Day;

     (g) SEC Filings and Press Releases. To Agent, promptly upon their becoming
available, copies of: (i) all Statements, reports, notices and proxy statements
made publicly available by any Credit Party to its security holders; (ii) all
regular and periodic reports and all registration statements and prospectuses,
if any, filed by any Credit Party with any securities exchange or with the
Securities and Exchange Commission or any governmental or private regulatory
authority, and (iii) all press releases and other statements made available by
any Credit Party to the public concerning material adverse changes or
developments in the business of any such Person.

     (h) Senior Notes Notice. To Agent and Lenders, as soon as practicable,
copies of all material written notices given or received by any Credit Party
with respect to the Senior Notes, and, within two (2) Business Days after any
executive officer of Ultimate Parent or


                                      G-2

<PAGE>

Borrower obtains knowledge of any matured or unmatured event of default with
respect to the Senior Notes, notice of such event of default;

     (i) Litigation. To Agent in writing, promptly upon any executive officer of
Ultimate Parent or Borrower learning thereof, notice of any Litigation commenced
or threatened against any Credit Party that (i) seeks damages in excess of
$500,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against
any Plan, its fiduciaries or its assets or against any Credit Party or ERISA
Affiliate in connection with any Plan and seeks remedies in excess of $500,000,
(iv) alleges criminal misconduct by any Credit Party, or (v) alleges the
violation of any law regarding, or seeks remedies in excess of $500,000 in
connection with, any Environmental Liabilities and Costs,

     (j) Insurance Notice. To Agent, disclosure of losses or casualties required
by Section 5.4 of this Agreement.

     (k) Default Notices. To Agent, copies of (i) any and all default notices
received under or with respect to any leased location or public warehouse where
Collateral is located (other than Leased Stores), and (ii) such other notices or
documents as Agent may request in its reasonable discretion; and

     (l) Other Documents. To Agent and Lenders, such other financial and other
information respecting any Credit Party's business or financial condition as
Agent or any Lender shall, from time to time, reasonably request.


                                      G-3

<PAGE>

                                   SCHEDULE H

                               COLLATERAL REPORTS
                               ------------------

     Borrower shall deliver or cause to be delivered the following:

     (a) To Agent (and to any Lender requesting a copy of the same in writing
after the Closing Date), upon its request and (i) as long as Borrower maintains
excess Borrowing Availability equal to or not less than $25,000,000 no less
frequently than 5 Business Days after the end of each Fiscal Month or (ii) as
long as Borrower maintains excess Borrowing Availability less than $25,000,000
no less frequently than 12:00 p.m. (Chicago time) on Wednesday of each week,
each of the following reports, each of which shall be prepared by the Borrower
as of the last day of the immediately preceding Fiscal Month (if the requirement
under item (i) above is applicable) or as of the last Friday of the immediately
preceding week (if the requirement under item (ii) above is applicable) or the
date 2 days prior to the date of any such request:

          (i) a Borrowing Base Certificate with respect to Borrower, accompanied
     by such supporting detail and documentation as shall be requested by Agent
     in its reasonable discretion; and

          (ii) with respect to Borrower, a summary of Inventory by location and
     type with a supporting perpetual Inventory report, in each case accompanied
     by such supporting detail and documentation as shall be requested by Agent
     in its reasonable discretion.

     (b) To Agent (and to any Lender requesting a copy of the same in writing
after the Closing Date), on a daily basis, collateral reports with respect to
Eligible Accounts, including all additions and reductions (cash and non-cash)
with respect to Eligible Accounts of Borrower, in each case accompanied by such
supporting detail and documentation as shall be requested by Agent in its
reasonable discretion each of which shall be prepared by the Borrower as of the
immediately preceding day;

     (c) To Agent, at the time of delivery of each of the monthly Financial
Statements delivered pursuant to Schedule G:

          (i) a reconciliation of the most recent Borrowing Base, general ledger
     and month-end Inventory reports of Borrower to Borrower's general ledger
     and monthly Financial Statements delivered pursuant to such Schedule G, in
     each case accompanied by such supporting detail and documentation as shall
     be requested by Agent in its reasonable discretion;

          (ii) a listing of accounts payable and a reconciliation of those
     accounts payable to Borrower's general ledger and monthly Financial
     Statements delivered pursuant to Schedule G, in each case accompanied by
     such supporting detail and documentation as shall be requested by Agent in
     its reasonable discretion;


                                      H-1

<PAGE>

          (iii) a reconciliation of the outstanding Loans as set forth in the
     monthly Loan Account statement provided by Agent to Borrower's general
     ledger and monthly Financial Statements delivered pursuant to Schedule G,
     in each case accompanied by such supporting detail and documentation as
     shall be requested by Agent in its reasonable discretion;

     (d) To Agent, at the time of delivery of each of the quarterly Financial
Statements delivered pursuant to Schedule G a list of any applications for the
registration of any Patent, Trademark or Copyright with the United States Patent
and Trademark Office, the United States Copyright Office or any similar office
or agency which any Credit Party thereof has filed in the prior Fiscal Quarter;

     (e) Borrower, at its own expense, shall deliver to Agent, for Agent's
inspection, the results of each physical verification, if any, which Borrower or
any of its Subsidiaries may in their discretion have made, or caused any other
Person to have made on their behalf, of all or any portion of their Inventory
(and, if an Event of Default shall have occurred and be continuing, Borrower
shall, upon the request of Agent, conduct, and deliver the results of, such
physical verifications as Agent may require);

     (f) Borrower, at its own expense shall deliver to Agent and Lenders, if
requested by Agent or Requisite Lenders, not more frequently than once each
Fiscal Year, a review of Inventory owned by Borrower and held by Borrower and
each Store Guarantor, prepared by Universal Asset-Based Services, Inc. or
another appraiser acceptable to Agent, and Borrower, at its own expense, shall
deliver to Agent such appraisals of its assets as Agent may request at any time
after the occurrence and during the continuance of an Event of Default, such
appraisals to be conducted by an appraiser, and in form and substance,
satisfactory to Agent; and

     (g) Borrower, at its own expense, shall deliver to Agent at least twice in
each year at such times as requested by Agent an appraisal of Borrower's assets
as of the last day of the Fiscal Month preceding such request (or such other
time as requested by the Agent), provided, that (i) such appraisals shall be
conducted by an appraiser selected by Agent and consented to by Borrower (which
consent cannot be unreasonably withheld by Borrower), and shall be in form and
substance, reasonably satisfactory to Agent; (ii) Borrower may, within 30 days
following the receipt by Borrower of such appraisal, dispute the assumptions set
forth therein by delivery of a written notice to Agent ("Notice of Dispute");
(iii) Agent shall use good faith efforts to resolve such dispute with Borrower
within 15 days following the receipt by Agent of the Notice of Dispute, and (iv)
until a resolution has been reached with respect to the assumptions in question,
Agent, in its sole discretion, may implement Reserves to reflect the
going-out-of-business appraisal then most recently delivered to Agent.
Notwithstanding the foregoing, if an Event of Default has occurred or is
continuing, Agent may select the appraiser without the consent of Borrower and
items (ii)-(iv) above shall not be applicable.


                                      H-2

<PAGE>

                                   SCHEDULE I

                               FINANCIAL COVENANTS
                               -------------------

     The Credit Parties shall not breach or fail to comply with any of the
following financial covenants, each of which shall be calculated in accordance
with GAAP consistently applied:

     (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 of 2003                    $12,000,000

      Fiscal Year ending in January of 2004 and each           $30,000,000
      Fiscal Year thereafter

provided, however, in the event the Credit Parties on a consolidated basis do
not expend the entire amount of Maximum Capital Expenditures Per Period in any
Fiscal Year, the Credit Parties may carry forward to the immediately succeeding
Fiscal Year any unutilized portion, but not more than $3,000,000. All Capital
Expenditures in any Fiscal Year shall first be applied against the then Current
Maximum Capital Expenditure limit and then to the carry-forward amount."

     (b) Minimum Fixed Charges Coverage Ratio. Ultimate Parent shall have, on a
consolidated basis, at the end of each Fiscal Quarter set forth below for the
four Fiscal Quarters then ended, a Fixed Charges Coverage Ratio of not less than
the following:

                                                                  FIXED CHARGES
      FISCAL QUARTER ENDING:                                      COVERAGE RATIO
      ----------------------                                      --------------
      On or about the last day of January, 2002                     0.75 to 1.0
      On or about the last day of April, 2002                       0.70 to 1.0
      On or about the last day of July, 2002                        0.75 to 1.0
      On the last day of each Fiscal Quarter thereafter              1.0 to 1.0

     Unless otherwise specifically provided herein, any accounting term used in
this Agreement shall have the meaning customarily given such term in accordance
with GAAP, and all financial computations hereunder shall be computed in
accordance with GAAP consistently


                                      I-1

<PAGE>

applied. That certain items or computations are explicitly modified by the
phrase "in accordance with GAAP" shall in no way be construed to limit the
foregoing. If any "Accounting Changes" (as defined below) occur and such changes
result in a material change in the calculation of the financial covenants,
standards or terms used in this Agreement or any other Loan Document, then the
Credit Parties, Agent and Lenders agree to enter into negotiations in order to
amend such provisions of this Agreement so as to equitably reflect such
Accounting Changes with the desired result that the criteria for evaluating
Ultimate Parent and its Subsidiaries' financial condition shall be the same
after such Accounting Changes as if such Accounting Changes had not been made;
provided, however, that this Agreement of Requisite Lenders to any required
amendments of such provisions shall be sufficient to bind all Lenders.
"Accounting Changes" mean (a) changes in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial
Accounting Standards Board of the American Institute of Certified Public
Accountants (or successor thereto or any agency with similar functions), (b)
changes in accounting principles concurred in by Borrower's certified public
accountants; (c) purchase accounting adjustments under A.P.B. 16 and/or 17 and
EITF 88-16, and the application of the accounting principles set forth in FASB
109, including the establishment of reserves pursuant thereto and any subsequent
reversal (in whole or in part) of such reserves; and (d) the reversal (but not
the use) of any reserves established as a result of purchase accounting
adjustments. If Agent, the Credit Parties and Requisite Lenders agree upon the
required amendments, then after amendments have been executed and the underlying
Accounting Change with respect thereto has been implemented, any reference to
GAAP contained in this Agreement or in any other Loan Document shall, only to
the extent of such Accounting Change, refer to GAAP, consistently applied after
giving effect to the implementation of such Accounting Change. If Agent,
Borrower and Requisite Lenders cannot agree upon the required amendments within
thirty (30) days following the date of implementation of any Accounting Change,
then all Financial Statements delivered and all calculations of financial
covenants and other standards and terms in accordance with this Agreement and
the other Loan Documents shall be prepared, delivered and made without regard to
the underlying Accounting Change.


                                      I-2

<PAGE>

                                   SCHEDULE J

                                NOTICE ADDRESSES
                                ----------------

(A)      If to Agent or GE Capital, at

         General Electric Capital Corporation
         500 West Monroe
         Chicago, Illinois 60661
         Attention: Wilsons Leather Account Manager
         Telecopier No.: (312) 463-3855
         Telephone No.: (312) 463-2257

         with copies to:
         ---------------

         Latham & Watkins
         233 South Wacker Drive
         Suite 5800
         Chicago, Illinois 60606
         Attention: David G. Crumbaugh
         Telecopier No.: (312) 993-9767
         Telephone No.: (312) 876-7660

         and
         ---

         General Electric Capital Corporation
         201 High Ridge Road
         Stamford, Connecticut 06927-5100
         Attention: Corporate Counsel
         Telecopier No.: (203) 316-7889
         Telephone No.: (203) 316-7552

(B)      If to Borrower, at

         Wilsons Leather Holdings Inc.
         7401 Boone Avenue North
         Brooklyn Park, Minnesota 55428
         Attention:  Chief Financial Officer
         Telecopier No.: (763) 391-4906
         Telephone No.: (763) 391-4000


                                      J-1

<PAGE>

         with copies to:
         --------------

         Faegre & Benson LLP
         2200 Wells Fargo Center
         90 South Seventh Street
         Minneapolis, Minnesota 55402
         Attention: Susan Jacobson
         Telecopier No.: (612) 766-1600
         Telephone No.: (612) 766-6808

(C)      If to LaSalle, at

         LaSalle Retail Finance
         25 Braintree Hill Office Park
         Suite 205
         Braintree, MA 02184
         Attention: Wilsons Account Manager
         Telecopier No.: (781) 353-6101
         Telephone No.: (781) 353-6120

(D)      If to CIT, at:

         The CIT Group/Business Credit, Inc.
         1211 Avenue of the Americas
         New York, NY 10036
         Attention: Evelyn Kusold/Renee Singer
         Telecopier No.: (212) 536-1295
         Telephone No.: (212) 536-1208/1258

(E)      If to Wells Fargo, at:

         Wells Fargo Retail Finance, LLC
         One Boston Place, 18th Floor
         Boston, MA 02108
         Attention: Michael Winchester
         Telecopier No.: (617) 624-4456
         Telephone No.: (617) 523-4029

(F)      If to U.S. Bank, at:

         U.S. Bank National Association
         601 2nd Avenue South
         Internal No. MPFP0512
         Minneapolis, MN 55402
         Attention: Scott Singer
         Telecopier No.: (612) 973-0829
         Telephone No.: (612) 973-0594


                                      J-2

<PAGE>

                                EXHIBIT 1.1(a)(i)

                                     FORM OF
                       NOTICE OF REVOLVING CREDIT ADVANCE
                       ----------------------------------

___________, ____

General Electric Capital Corporation,
 for itself, as Lender, Term Lender, Swing Line Lender
 and as Agent for Lenders
500 West Monroe
Chicago, Illinois 60661

Attention:  [              ]

Re: Revolving Credit Advance
    ------------------------

Ladies and Gentlemen:

     The undersigned, Wilsons Leather Holdings Inc. ("Borrower"), refers to the
Fourth Amended and Restated Credit Agreement, dated as of April 23, 2002 (the
"Credit Agreement", the terms defined therein being used herein as therein
defined), by and among Borrower, General Electric Capital Corporation, for
itself, as Lender, Term Lender, Swing Line Lender and as Agent for Lenders, and
Lenders, and hereby gives you notice, irrevocably, pursuant to Section 1.1 (a)
of the Credit Agreement, that the undersigned hereby requests a Revolving Credit
Advance under the Credit Agreement, and in that connection sets forth below the
information relating to such Revolving Credit Advance as required by Section
1.1(a) of the Credit Agreement:

I.   New Revolving Credit Advances

     (i)  The date of the requested Revolving Credit Advance is ________, _____.

     (ii) The amount of the requested Revolving Credit Advance is $________.

    (iii) The requested Revolving Credit Advance is [an Index Rate Loan] [a
          LIBOR Loan with a LIBOR Period of ____ days/months].

     The undersigned acknowledges that unless the undersigned shall also have
     complied with the requirements of Section 1.5(e) of the Credit Agreement,
     the requested Revolving Credit Advance shall bear interest by reference to
     the Index Rate.


                                Exh.1.1(a)(i)-1

<PAGE>

II.  The requested Revolving Credit Advance is to be sent to:

                  [Name of Bank]
                  [City of Bank]
                  Beneficiary:
                  Account No.: [number]
                  ABA No.: [number]
                  Attn: [name]

     The undersigned hereby certifies that all of the conditions contained in
Section 2.3 of the Credit Agreement have been satisfied on the date hereof, and
will continue to be satisfied before and after giving effect to the Revolving
Credit Advance and to the application of the proceeds therefrom.

                                       Very truly yours,

                                       WILSONS LEATHER HOLDINGS INC.


                                       By:
                                          --------------------------------------

                                       Name:
                                            ------------------------------------

                                       Title:
                                             -----------------------------------




                                Exh.1.1(a)(i)-2

<PAGE>

                               EXHIBIT 1.1(a)(ii)

                                     FORM OF
                                 REVOLVING NOTE
                                 --------------


$                                                                 April 23, 2002
 --------------------------

     FOR VALUE RECEIVED, the undersigned, WILSONS LEATHER HOLDINGS INC., a
Minnesota corporation (hereinafter referred to as "Borrower"), hereby PROMISES
TO PAY to the order of __________________________ ("Lender), at the offices of
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent (in such
capacity, "Agent"), at 500 West Monroe, Chicago, Illinois 60661 or at such other
place as Agent may designate from time to time in writing, in lawful money of
the United States of America and in immediately available funds, the amount of
__________________________________ DOLLARS ($ ), or, if less, the aggregate
unpaid principal amount of all advances made to Borrower by Agent pursuant to
Section 1.1(a) of the Credit Agreement (as hereinafter defined) and represented
by this Note together with interest on the unpaid principal amount of this
Revolving Note outstanding from time to time from the date hereof at the rate or
rates provided in the Credit Agreement.

     This Revolving Note is issued pursuant to that certain Fourth Amended and
Restated Credit Agreement, dated as of April 23, 2002 among Borrower, Agent,
Lender and the other Lenders named therein (as the same from time to time may be
amended, restated, supplemented or otherwise modified, the "Credit Agreement"),
and is entitled to the benefit and security of the Loan Documents provided for
therein, to which reference is hereby made for a statement of all of the terms
and conditions under which the Revolving Loan evidenced hereby is made and is to
be repaid and for a statement of Agent's and Lenders' remedies upon the
occurrence and during the continuance of an Event of Default. All capitalized
terms, unless otherwise defined herein, shall have the meanings ascribed to them
in Schedule A to the Credit Agreement.

     The principal amount of the indebtedness evidenced hereby shall be payable
on June 30, 2005 and in the amounts and on the dates specified in the Credit
Agreement. Interest thereon shall be paid until such principal amount is paid in
full at such interest rates and at such times as are specified in the Credit
Agreement.

     To the extent that this Revolving Note evidences Obligations outstanding
under the Third Amended and Restated Credit Agreement dated as of June 19, 2001,
this Revolving Note does not evidence a repayment and refunding or novation of
such Obligations, and such Obligations are in all respects continuing.

     Upon and after the occurrence of an Event of Default, this Revolving Note
may, as provided in the Credit Agreement, and without demand, notice or legal
process of any kind, be declared, and, upon such declaration, immediately shall
become, due and payable.


                                Exh.1.1(a)(ii)-1

<PAGE>

     Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Borrower to the fullest extent permitted by law.

     This Revolving Note shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of Illinois, without regard to
conflict of law provisions.

                                       WILSONS LEATHER HOLDINGS INC.



                                       By:
                                          --------------------------------------

                                       Name:
                                            ------------------------------------

                                       Title:
                                             -----------------------------------


                                Exh.1.1(a)(ii)-2

<PAGE>

                                EXHIBIT 1.1(b)(i)

                                      FORM
                                 OF TERM B NOTE
                                 --------------

$25,000,000                                                       April 23, 2002

     FOR VALUE RECEIVED, the undersigned, WILSONS LEATHER HOLDINGS INC., a
Minnesota corporation (hereinafter referred to as "Borrower"), hereby PROMISES
TO PAY to the order of __________________________ ("Lender"), at the offices of
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent, (in such
capacity, "Agent"), at 500 West Monroe, Chicago, Illinois 60661 or at such other
place as Agent may designate from time to time in writing, in lawful money of
the United States of America and in immediately available funds, the amount of
TWENTY FIVE MILLION DOLLARS ($25,000,000).

     This Term B Note is issued pursuant to that certain Fourth Amended and
Restated Credit Agreement, dated as of April 23, 2002 among Borrower, Agent,
Lender and the other Lenders named therein (as the same from time to time may be
amended, restated, supplemented or otherwise modified, the "Credit Agreement"),
and is entitled to the benefit and security of the Loan Documents provided for
therein, to which reference is hereby made for a statement of all of the terms
and conditions under which the Term Loan B evidenced hereby is made and is to be
repaid and for a statement of Agent's and Lenders' remedies upon the occurrence
and during the continuance of an Event of Default. All capitalized terms, unless
otherwise defined herein, shall have the meanings ascribed to them in Schedule A
to the Credit Agreement. The principal balance of the Term Loan B, the rates of
interest applicable thereto and the date and amount of each payment made on
account of the principal thereof, shall be recorded by Agent on its books;
provided that the failure of Agent to make any such recordation shall not affect
the obligations of Borrower to make a payment when due of any amount owing under
the Credit Agreement or this Term B Note.

     The principal amount of the indebtedness evidenced hereby shall be payable
on June 30, 2005 and in the amounts and on the dates specified in the Credit
Agreement. Interest thereon shall be paid until such principal amount is paid in
full at such interest rates and at such times as are specified in the Credit
Agreement.

     To the extent that this Term B Note evidences Obligations outstanding under
the Third Amended and Restated Credit Agreement dated as of June 19, 2001, this
Term B Note does not evidence a repayment and refunding or novation of such
Obligations, and such Obligations are in all respects continuing.

     Upon and after the occurrence of an Event of Default, this Term B Note may,
as provided in the Credit Agreement, and without demand, notice or legal process
of any kind, be declared, and, upon such declaration, immediately shall become,
due and payable.


                                 Exh.1.1(b)(i)-1

<PAGE>

     Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Borrower to the fullest extent permitted by law.

     This Term B Note shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of Illinois, without regard to
conflict of law provisions.

                                       WILSONS LEATHER HOLDINGS INC.



                                       By:
                                          --------------------------------------

                                       Name:
                                            ------------------------------------

                                       Title:
                                             -----------------------------------



                                 Exh.1.1(b)(i)-2

<PAGE>

                                EXHIBIT 1.1(c)(i)

                                     FORM OF
                          NOTICE OF SWING LINE ADVANCE
                          ----------------------------

________, ____

General Electric Capital Corporation,
 for itself as Lender, Term Lender, Swing Line Lender
 and as Agent for Lenders

500 West Monroe,
Chicago, Illinois 6066103

Attention:  [                   ]

Re:  Swing Line Advance
     ------------------

Ladies and Gentlemen:

     The undersigned, Wilsons Leather Holdings Inc. ("Borrower"), refers to the
Fourth Amended and Restated Credit Agreement dated as of April 23, 2002 (the
"Credit Agreement", the terms defined therein being used herein as therein
defined), by and among Borrower, General Electric Capital Corporation, for
itself, as Lender, Term Lender, Swing Line Lender and as Agent for Lenders, and
Lenders, and hereby gives you notice, irrevocably, pursuant to Section 1.1(c) of
the Credit Agreement, that the undersigned hereby requests a Swing Line Advance
under the Credit Agreement, and in that connection sets forth below the
information relating to such Swing Line Advance as required by Section 1.1(c) of
the Credit Agreement:

I.   New Swing Line Advances

     (i)  The date of the requested Swing Line Advance is ________, ____.

     (ii) The amount of the requested Swing Line Advance is $_________.

II.  The requested Swing Line Advance is to be sent to:

                  [Name of Bank]
                  [City of Bank] Beneficiary:
                  Account No.: [number]
                  ABA No.: [number]
                  Attn:  [name]


                                Exh.1.1(c)(i)-1

<PAGE>

     The undersigned hereby certifies that all of the conditions contained in
Section 2.3 of the Credit Agreement have been satisfied on the date hereof, and
will continue to be satisfied before and after giving effect to the Swing Line
Advance and to the application of the proceeds therefrom.

                                       Very truly yours,

                                       WILSONS LEATHER HOLDINGS INC.



                                       By:
                                          --------------------------------------

                                       Name:
                                            ------------------------------------

                                       Title:
                                             -----------------------------------


                                Exh.1.1(c)(i)-2

<PAGE>

                               EXHIBIT 1.1(c)(ii)

                                     FORM OF
                                 SWING LINE NOTE
                                 ---------------

$10,000,000                                                       April 23, 2002


     FOR VALUE RECEIVED, the undersigned, WILSONS LEATHER HOLDINGS INC., a
Minnesota corporation (hereinafter referred to as "Borrower"), hereby PROMISES
TO PAY to the order of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, as swing line lender, (in such capacity, "Swing Line Lender"), at
500 West Monroe, Chicago, Illinois 60661 or at such other place as Swing Line
Lender may designate from time to time in writing, in lawful money of the United
States of America and in immediately available funds, the amount of TEN MILLION
DOLLARS ($10,000,000), or, if less, the aggregate unpaid principal amount (with
any refunding of such amounts as provided in the Credit Agreement being deemed a
repayment) of all advances made to Borrower by Agent pursuant to Section 1.1(c)
of the Credit Agreement (as hereinafter defined) together with interest on the
unpaid principal amount of this Swing Line Note outstanding from time to time
from the date hereof at the rate or rates provided in the Credit Agreement

     This Swing Line Note is issued pursuant to that certain Fourth Amended and
Restated Credit Agreement dated as of April 23, 2002 among Borrower, Agent,
Swing Line Lender and the other Lenders named therein (as the same from time to
time may be amended, restated, supplemented or otherwise modified, the "Credit
Agreement"), and is entitled to the benefit and security of the Loan Documents
provided for therein, to which reference is hereby made for a statement of all
of the terms and conditions under which the Swing Line Loan evidenced hereby is
made and is to be repaid and for a statement of Agent's and Lenders' remedies
upon the occurrence and during the continuance of an Event of Default. All
capitalized terms, unless otherwise defined herein, shall have the meanings
ascribed to them in Schedule A to the Credit Agreement.

     The principal amount of the indebtedness evidenced hereby shall be payable
on May 24, 2004 and in the amounts and on the dates specified in the Credit
Agreement. Interest thereon shall be paid until such principal amount is paid in
full at such interest rates and at such times as are specified in the Credit
Agreement.

     To extent that this Swing Line Note evidences Obligations outstanding under
the Third Amended and Restated Credit Agreement dated as of June 19, 2001, this
Swing Line Note does not evidence a repayment and refunding or novation of such
Obligations, and such Obligations are in all respects continuing.

     Upon and after the occurrence of an Event of Default, this Swing Line Note
may, as provided in the Credit Agreement, and without demand, notice or legal
process of any kind, be declared, and, upon such declaration, immediately shall
become, due and payable.


                                Exh.1.1(c)(ii)-1

<PAGE>

     Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Borrower to the fullest extent permitted by law.

     This Swing Line Note shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of Illinois, without regard to
conflict of law provisions.

                                       WILSONS LEATHER HOLDINGS INC.


                                       By:
                                          --------------------------------------

                                       Name:
                                            ------------------------------------

                                       Title:
                                             -----------------------------------



                                Exh.1.1(c)(ii)-2

<PAGE>

                                 EXHIBIT 1.5(e)

                                FORM OF NOTICE OF
                             CONVERSION/CONTINUATION
                             -----------------------

____________, ____

General Electric Capital Corporation,
 for itself, as Lender, Term Lender, Swing Line Lender
 and as Agent for Lenders
500 West Monroe
Chicago, Illinois 60661

Attention:  [                ]

Re:  Continuation/Conversion Notice
     ------------------------------

Ladies and Gentlemen:

     The undersigned, Wilsons Leather Holdings Inc. ("Borrower"), refers to the
Fourth Amended and Restated Credit Agreement, dated as of April 23, 2002 (the
"Credit Agreement", the terms defined therein being used herein as therein
defined), by and among Borrower, General Electric Capital Corporation, for
itself, as Lender, Swing Line Lender and as Agent for Lenders, and Lenders, and
hereby gives you notice, irrevocably, pursuant to Section 1.5(e) of the Credit
Agreement.

     Subject to the terms and conditions of the Credit Agreement and all other
Loan Documents, please:

         _____    convert for the benefit of Borrower on ________, _____,
                  $_____________ of the outstanding principal amount of the
                  Revolving Loan, currently a [Index][LIBOR] Rate Loan, into a
                  [Index](LIBOR) Rate Loan [having an Interest Period of ______
                  days/month(s)];

         _____    continue for the benefit of Borrower on ___________, ______,
                  $__________ of the outstanding principal amount of the
                  Revolving Loan, currently a LIBOR Rate Loan, as a LIBOR Rate
                  Loan having an Interest Period of _____ days/month(s);

     The undersigned hereby certifies that all of the statements contained in
Section 2.3 of the Credit Agreement have been satisfied on the date hereof, and
will continue to be satisfied before and after giving effect to
conversion/continuation described herein and to the application of the proceeds
therefrom.

     IN WITNESS WHEREOF, this Conversion/Continuation Notice has been duly
executed as of __________, _____.


                                  Exh.1.5(e)-1

<PAGE>

                                       WILSONS LEATHER HOLDINGS INC.


                                       By:
                                          --------------------------------------

                                       Name:
                                            ------------------------------------

                                       Title:
                                             -----------------------------------



                                  Exh.1.5(e)-2

<PAGE>

                                 EXHIBIT 4.1(b)

                                     FORM OF
                           BORROWING BASE CERTIFICATE
                           --------------------------

                                [Attached hereto]





                                  Exh.4.1(b)-1

<PAGE>

                                 EXHIBIT 9.1(a)

                                     FORM OF
                              ASSIGNMENT AGREEMENT
                              --------------------

     This Assignment Agreement (this "Agreement") is made as of ___________ __,
____ by and between __________________________________ ("Assignor Lender") and
________________________ ("Assignee Lender") and acknowledged and consented to
by GENERAL ELECTRIC CAPITAL CORPORATION, as agent ("Agent"). All capitalized
terms used in this Agreement and not otherwise defined herein will have the
respective meanings set forth in the Credit Agreement as hereinafter defined.

                                    RECITALS:
                                    --------

     WHEREAS, Wilsons Leather Holdings Inc., a Minnesota corporation, (the
"Borrower"), the Credit Parties, Agent, Assignor Lender and other Persons
signatory thereto as Lenders have entered into that certain Fourth Amended and
Restated Credit Agreement dated as of April 23, 2002 (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement")
pursuant to which Assignor Lender has agreed to make certain Loans to, and incur
certain Letter of Credit Obligations and Eligible Trade L/C Obligations for
Borrower;

     WHEREAS, Assignor Lender desires to assign to Assignee Lender [all/a
portion] of its interest in the Loans (as described below), the Letter of Credit
Obligations and Eligible Trade L/C Obligations and the Collateral and to
delegate to Assignee Lender [all/a portion] of its Commitments and other duties
with respect to such Loans, Letter of Credit Obligations, Eligible Trade L/C
Obligations and Collateral;

     WHEREAS, Assignee Lender desires to become a Lender under the Credit
Agreement and to accept such assignment and delegation from Assignor Lender; and

     WHEREAS, Assignee Lender desires to appoint Agent to serve as agent for
Assignee Lender under the Credit Agreement.

     NOW, THEREFORE, in consideration of the premises and the agreements,
provisions, and covenants herein contained, Assignor Lender and Assignee Lender
agree as follows:


                                  Exh.9.1(b)-1

<PAGE>

     1. ASSIGNMENT, DELEGATION, AND ACCEPTANCE

          1.1 Assignment. Assignor Lender hereby transfers and assigns to
     Assignee Lender, without recourse and without representations or warranties
     of any kind (except as set forth in Section 3.2), [all/such percentage] of
     Assignor Lender's right, title, and interest in [the Revolving Loan ], [the
     Term Loan B], [the Loans], [Letter of Credit Obligations], [Eligible Trade

          L/C Obligations], Loan Documents and Collateral as will result in
     Assignee Lender having as of the Effective Date (as hereinafter defined) a
     Pro Rata Share thereof, as follows:

     Assignee Lender's Loans       Principal Amount         Pro Rata Share
     -----------------------       ----------------         --------------
     Term Loan B                    $____________               ____%
     Revolving Loan                 $____________               ____%

          1.2 Delegation. Assignor Lender hereby irrevocably assigns and
     delegates to Assignee Lender [all/a portion] of its Commitments and its
     other duties and obligations as a Lender under the Loan Documents
     equivalent to [100%/___%] of Assignor Lender's Commitment (such percentage
     representing a commitment of $ ___________).

          1.3 Acceptance by Assignee Lender. By its execution of this Agreement,
     Assignee Lender irrevocably purchases, assumes and accepts such assignment
     and delegation and agrees to be a Lender with respect to the delegated
     interest under the Loan Documents and to be bound by the terms and
     conditions thereof. By its execution of this Agreement, Assignor Lender
     agrees, to the extent provided herein, to relinquish its rights and be
     released from its obligations and duties under the Credit Agreement.

          1.4 Effective Date. Such assignment and delegation by Assignor Lender
     and acceptance by Assignee Lender will be effective and Assignee Lender
     will become a Lender under the Loan Documents as of [the date of this
     Agreement] ("Effective Date") and upon payment of the Assigned Amount and
     the Assignment Fee (as each term is defined below). [Interest and Fees
     accrued prior to the Effective Date are for the account of Assignor Lender,
     and Interest and Fees accrued from and after the Effective Date are for the
     account of Assignee Lender.]

     2. INITIAL PAYMENT AND DELIVERY OF NOTES

          2.1 Payment of the Assigned Amount. Assignee Lender will pay to
     Assignor Lender, in immediately available funds, not later than 12:00 noon
     (New York time) on the Effective Date, an amount equal to its Pro Rata
     Share of the then outstanding principal amount of the Loans as set forth
     above in Section 1.1 [together with accrued interest, fees and other
     amounts as set forth on Schedule 2.1] (the "Assigned Amount").


                                  Exh.9.1(b)-2

<PAGE>

          2.2 Payment of Assignment Fee. [Assignor Lender and/or Assignee
     Lender] will pay to Agent, for its own account in immediately available
     funds, not later than 12:00 noon (New York time) on the Effective Date, the
     assignment fee in the amount of $3,500 (the "Assignment Fee") as required
     pursuant to Section 9.1(a) of the Credit Agreement.

          2.3 Execution and Delivery of Notes. Following payment of the Assigned
     Amount and the Assignment Fee, Assignor Lender will deliver to Agent the
     Notes previously delivered to Assignor Lender for redelivery to Borrower
     and Agent will obtain from Borrower for delivery to [Assignor Lender and]
     Assignee Lender, new executed Notes evidencing Assignee Lender's [and
     Assignor Lender's respective] Pro Rata Share[s] in the Loans after giving
     effect to the assignment described in Section 1. Each new Note will be
     issued in the aggregate maximum principal amount of the [applicable]
     Commitments [of the Lender to whom such Note is issued] OR [the Assignee
     Lender].

     3. REPRESENTATIONS, WARRANTIES AND COVENANTS

          3.1 Assignee Lender's Representations, Warranties and Covenants.
     Assignee Lender hereby represents, warrants, and covenants the following to
     Assignor Lender and Agent:

          (a) This Agreement is a legal, valid, and binding agreement of
     Assignee Lender, enforceable according to its terms;

          (b) The execution and performance by Assignee Lender of its duties and
     obligations under this Agreement and the Loan Documents will not require
     any registration with, notice to, or consent or approval by any
     Governmental Authority;

          (c) Assignee Lender is familiar with transactions of the kind and
     scope reflected in the Loan Documents and in this Agreement;

          (d) Assignee Lender has made its own independent investigation and
     appraisal of the financial condition and affairs of each Credit Party, has
     conducted its own evaluation of the Loans and Letter of Credit Obligations,
     the Loan Documents and each Credit Party's creditworthiness, has made its
     decision to become a Lender to Borrower under the Credit Agreement
     independently and without reliance upon Assignor Lender or Agent, and will
     continue to do so;

          (e) Assignee Lender is entering into this Agreement in the ordinary
     course of its business, and is acquiring its interest in the Loans, the
     Letter of Credit Obligations and the Eligible Trade L/C Obligations for its
     own account and not with a view to or for sale in connection with any
     subsequent distribution; provided, however, that at all times the
     distribution of Assignee Lender's property shall, subject to the terms of
     the Credit Agreement, be and remain within its control;

          (f) No future assignment or participation granted by Assignee Lender
     pursuant to Section 9.1 of the Credit Agreement will require Assignor
     Lender, Agent, or Borrower to file any registration statement with the
     Securities and Exchange Commission or to apply to qualify under the blue
     sky laws of any state;


                                  Exh.9.1(b)-3

<PAGE>

          (g) Assignee Lender has no loans to, written or oral agreements with,
     or equity or other ownership interest in any Credit Party;

          (h) Assignee Lender will not enter into any written or oral agreement
     with, or acquire any equity or other ownership interest in, any Credit
     Party without the prior written consent of Agent; and

          (i) As of the Effective Date, Assignee Lender (i) is entitled to
     receive payments of principal and interest in respect of the Obligations
     without deduction for or on account of any taxes imposed by the United
     States of America or any political subdivision thereof, (ii) is not subject
     to capital adequacy or similar requirements under Section 1.16(a) of the
     Credit Agreement, (iii) does not require the payment of any increased costs
     under Section 1.16(b) of the Credit Agreement, (iv) is not unable to fund
     LIBOR Loans under Section 1.16(c) of the Credit Agreement, and (v) is not
     subject to any withholding taxes in accordance with Section 1.16(d) and
     Assignee Lender will indemnify Agent from and against all liabilities,
     obligations, losses, damages, penalties, actions, judgments, suits, costs,
     or expenses that result from Assignee Lender's failure to fulfill its
     obligations under the terms of Section 1.15(c) of the Credit Agreement or
     from any other inaccuracy in the foregoing.

          3.2 Assignor Lender's Representations, Warranties and Covenants.
     Assignor Lender hereby represents, warrants and covenants the following to
     Assignee Lender:

          (a) Assignor Lender is the legal and beneficial owner of the Assigned
     Amount;

          (b) This Agreement is a legal, valid and binding agreement of Assignor
     Lender, enforceable according to its terms;

          (c) The execution and performance by Assignor Lender of its duties and
     obligations under this Agreement and the Loan Documents will not require
     any registration with, notice to or consent or approval by any Governmental
     Authority;

          (d) Assignor Lender has full power and authority, and has taken all
     action necessary to execute and deliver this Agreement and to fulfill the
     obligations hereunder and to consummate the transactions contemplated
     hereby;

          (e) Assignor Lender is the legal and beneficial owner of the interests
     being assigned hereby, free and clear of any adverse claim, lien,
     encumbrance, security interest, restriction on transfer, purchase option,
     call or similar right of a third party; and

          (f) This Assignment by Assignor Lender to Assignee Lender complies, in
     all material respects, with the terms of the Loan Documents.


                                  Exh.9.1(b)-4

<PAGE>

     4. LIMITATIONS OF LIABILITY

     Neither Assignor Lender (except as provided in Section 3.2) nor Agent makes
any representations or warranties of any kind, nor assumes any responsibility or
liability whatsoever, with regard to (a) the Loan Documents or any other
document or instrument furnished pursuant thereto or the Loans, Letter of Credit
Obligations or other Obligations, (b) the creation, validity, genuineness,
enforceability, sufficiency, value or collectibility of any of them, (c) the
amount, value or existence of the Collateral, (d) the perfection or priority of
any Lien upon the Collateral, or (e) the financial condition of any Credit Party
or other obligor or the performance or observance by any Credit Party of its
obligations under any of the Loan Documents. Neither Assignor Lender nor Agent
has or will have any duty, either initially or on a continuing basis, to make
any investigation, evaluation, appraisal of, or any responsibility or liability
with respect to the accuracy or completeness of, any information provided to
Assignee Lender which has been provided to Assignor Lender or Agent by any
Credit Party. Nothing in this Agreement or in the Loan Documents shall impose
upon the Assignor Lender or Agent any fiduciary relationship in respect of the
Assignee Lender.

     5. FAILURE TO ENFORCE

     No failure or delay on the part of Agent or Assignor Lender in the exercise
of any power, right, or privilege hereunder or under any Loan Document will
impair such power, right, or privilege or be construed to be a waiver of any
default or acquiescence therein. No single or partial exercise of any such
power, right, or privilege will preclude further exercise thereof or of any
other right, power, or privilege. All rights and remedies existing under this
Agreement are cumulative with, and not exclusive of, any rights or remedies
otherwise available.

     6. NOTICES

     Unless otherwise specifically provided herein, any notice or other
communication required or permitted to be given will be in writing and addressed
to the respective party as set forth below its signature hereunder, or to such
other address as the party may designate in writing to the other.

     7. AMENDMENTS AND WAIVERS

     No amendment, modification, termination, or waiver of any provision of this
Agreement will be effective without the written concurrence of Assignor Lender,
Agent and Assignee Lender.

     8. SEVERABILITY

     Whenever possible, each provision of this Agreement will be interpreted in
such manner as to be effective and valid under applicable law. In the event any
provision of this Agreement is or is held to be invalid, illegal, or
unenforceable under applicable law, such provision will be ineffective only to
the extent of such invalidity, illegality, or unenforceability, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.


                                  Exh.9.1(b)-5

<PAGE>

In addition, in the event any provision of or obligation under this Agreement is
or is held to be invalid, illegal, or unenforceable in any jurisdiction, the
validity, legality, and enforceability of the remaining provisions or
obligations in any other jurisdictions will not in any way be affected or
impaired thereby.

     9. SECTION TITLES

     Section and Subsection titles in this Agreement are included for
convenience of reference only, do not constitute a part of this Agreement for
any other purpose, and have no substantive effect.

     10. SUCCESSORS AND ASSIGNS

     This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.

     11. APPLICABLE LAW

     THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT
STATE.

     12. COUNTERPARTS

     This Agreement and any amendments, waivers, consents, or supplements may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which, when so executed and delivered, will be
deemed an original and all of which shall together constitute one and the same
instrument.

                            [signature page follows]


                                  Exh.9.1(b)-6

<PAGE>

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

ASSIGNEE LENDER:                         ASSIGNOR LENDER:


----------------------------------       ---------------------------------------



By:                                      By:
    ------------------------------           -----------------------------------
Title:                                   Title:
       ---------------------------              --------------------------------

Notice Address:                          Notice Address:

----------------------------------       ---------------------------------------

----------------------------------       ---------------------------------------

----------------------------------       ---------------------------------------


ACKNOWLEDGED AND CONSENTED TO:

GENERAL ELECTRIC CAPITAL
CORPORATION

By:
    ------------------------------
Title:
       ---------------------------


ACKNOWLEDGED AND CONSENTED TO:

WILSONS LEATHER HOLDINGS INC.


By:
    ------------------------------
Title:
       ---------------------------




                                  Exh.9.1(b)-7

<PAGE>

                                  SCHEDULE 2.1


Assignor Lender's Loans
Principal Amount
----------------
Revolving Loan                      $
                                     ----------------
Term Loan B                         $
                                     ----------------
Subtotal                            $
                                     ================
Accrued Interest                    $
                                     ----------------
Unused Line Fee                     $
                                     ----------------
Other + or -                        $
                                     ----------------
Total                               $
                                     ================
All determined as of the Effective Date.




                                  Exh.9.1(b)-8