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Exhibit 10.46 FOURTH AMENDMENT TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT This FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
(this Amendment) is entered into as of this 21st day of January, 2004 among
WILSONS LEATHER HOLDINGS INC., a Minnesota corporation (Borrower), GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Lender, Term Lender,
Swing Line Lender and as Agent (Agent), the Credit Parties signatory hereto
and the Lenders signatory hereto. Unless otherwise specified herein,
capitalized terms used in this Amendment shall have the meanings ascribed to
them by the Credit Agreement (as hereinafter defined). RECITALS WHEREAS, Borrower, certain Credit Parties, Agent and Lenders have entered
into that certain Fourth Amended and Restated Credit Agreement dated as of
April 23, 2002 (as amended, supplemented, restated or otherwise modified from
time to time, the Credit Agreement); and WHEREAS, Borrower, the Credit Parties signatories to the Credit Agreement,
the Lenders and Agent wish to amend certain provisions of the Credit Agreement,
as more fully set forth herein. NOW THEREFORE, in consideration of the mutual covenants herein and other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: Section 1 Amendments to the Credit Agreement. Subject to the satisfaction of
the conditions precedent set forth in Section 3 hereof, the parties hereto
hereby agree to amend the Credit Agreement as follows: (a) The last sentence of Section 1.1(a)(iv) of the Credit Agreement is
hereby amended and restated to read in its entirety as follows: In addition, notwithstanding anything to the contrary contained
herein or otherwise, Borrower shall cause (i) at all times during the
period from and including December 31, 2003 through and including April
15, 2004 (x) the outstanding principal balance of the Revolving Credit
Advances and the Swing Line Loan to be reduced to, and remain at, zero
dollars ($0) and (y) the outstanding Letter of Credit Obligations to be
less than or equal to $20,000,000; (ii) at all times during the period
from and including April 16, 2004 through and including May 15, 2004 (x)
the outstanding principal balance of the Revolving Credit Advances and
the Swing Line Loan to be less than or equal to $15,000,000, and (y) the
outstanding Letter of Credit Obligations to be less than or equal to
$20,000,000; and (iii) at all times during the period from and including
December 31, 2004 through and including March 31, 2005 (x) the
outstanding principal balance of the Revolving Credit Advances and the
Swing Line Loan to be reduced to, and remain at,




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zero dollars ($0) and (y) the outstanding Letter of Credit
Obligations to be less than or equal to $20,000,000. (b) Section 5.11 of the Credit Agreement is hereby amended and restated to
read in its entirety as follows: 5.11 Senior Notes. On or prior to April 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. (c) Section 5.12 of the Credit Agreement is hereby amended and restated to
read in its entirety as follows: 5.12 Senior Notes Action Plan. No later than March 15, 2004,
Borrower shall deliver to Agent and the Lenders a written plan, in form
and substance satisfactory to Agent and the Lenders, which sets forth in
detail Borrowers proposed plan of action with respect to the amendment,
modification, refunding, renewal or extension of the Senior Notes
contemplated by Section 5.11. (d) Section 6.8 of the Credit Agreement is hereby amended by (i) deleting
the word and which appears immediately prior to Section 6.8(g) of the Credit
Agreement and (ii) inserting immediately prior to the period in Section 6.8(g)
a new Section 6.8(h) which shall read in its entirety as follows: and (h) (x) sales of Inventory and other assets of Borrower and
certain other Credit Parties (collectively, the Merchants), solely to
the extent such sales are consummated in the Merchants retail store
locations listed on Schedule I attached to the Fourth Amendment
(collectively, the Closed Stores) by means of a promotional, store
closing or similar sale (the Store Closing Sale), (y) sales of
furnishings, trade fixtures, Equipment and real property improvements in
connection with the Store Closing Sale which are located at the Closed
Stores or at the Merchants distribution centers in Maple Grove,
Minnesota and Las Vegas, Nevada (the FF&E Sale), and (z) the sale or
termination or other mitigation of damages with respect to the leases of
the real property listed on Schedule II attached to the Fourth Amendment
(the actions and events described in this clause (z), the Lease
Mitigations and together with the Store Closing Sale and the FF&E Sale
are collectively being referred to herein as, the Comprehensive Sale). (e) Section 6 of the Credit Agreement is hereby amended by adding the
following Section 6.19 thereto which shall read in its entirety as follows: 6.19 Lease Mitigations No Credit Party shall make payments to landlords in connection with
one or more Lease Mitigations (i) on or prior to April 15, 2004 in an
aggregate amount in excess of $2,000,000 and (ii) at any time in an
aggregate amount in excess of the lesser of (x) 2




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$10,000,000 or (y) the
aggregate sale proceeds (net of any related costs, fees and
expenses) received by Merchants from the Hilco/Gordon Brothers Joint
Venture as a result of the Comprehensive Sale. (f) Schedule A to the Credit Agreement is hereby amended by adding, in the
appropriate alphabetical location, the following definitions thereto: Closed Stores has the meaning set forth in
Section 6.8 of the Credit Agreement. Comprehensive Sale has the meaning set forth in
Section 6.8 of the Credit Agreement. FF&E Sale has the meaning set forth in Section
6.8 of the Credit Agreement. Fourth Amendment shall mean that certain Fourth
Amendment to the Fourth Amended and Restated Credit
Agreement entered into as of the 21st day of January,
2004 among the Borrower, the Agent, the Credit Parties
signatory thereto and the Lenders. Hilco/Gordon Brothers Joint Venture means a joint venture
composed of Hilco Merchant Resources, LLC, Gordon Brothers Retail
Partners, LLC and Hilco Real Estate, LLC. Lease Mitigations has the meaning set forth in Section 6.8
of the Credit Agreement. Merchants has the meaning set forth in Section 6.8 of the
Credit Agreement. Store Closing Sale has the meaning set forth in Section 6.8
of the Credit Agreement. (g) Schedule H to the Credit Agreement is hereby amended by adding the
following new clause (h) at the end thereof: (h) Borrower, at its own expense, shall deliver to Agent on
or prior to Friday, January 30, 2004 and each Friday thereafter
until the Comprehensive Sale is completed a summary of the cash
proceeds and disbursements of fees, costs and other expenses
relating to the Comprehensive Sale, in form and substance
satisfactory to Agent. Section 2 Representations and Warranties. Borrower and the Credit Parties who are party hereto represent and warrant
that: 3




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(a) the execution, delivery and performance by Borrower and such Credit
Parties of this Amendment have been duly authorized by all necessary corporate
action and this Amendment is a legal, valid and binding obligation of Borrower
and such Credit Parties enforceable against Borrower and such Credit Parties in
accordance with its terms, except as the enforcement thereof may be subject to
(i) the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors rights generally and (ii)
general principles of equity (regardless of whether such enforcement is sought
in a proceeding in equity or at law); (b) each of the representations and warranties contained in the Credit
Agreement is true and correct in all material respects on and as of the date
hereof as if made on the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date; (c) neither the execution, delivery and performance of this Amendment nor
the consummation of the transactions contemplated hereby does or shall
contravene, result in a breach of, or violate (i) any provision of Borrowers
or Credit Parties certificate or articles of incorporation or bylaws, (ii) any
law or regulation, or any order or decree of any court or government
instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement
or other instrument to which Borrower, the Credit Parties or any of their
Subsidiaries is a party or by which Borrower, the Credit Parties or any of
their Subsidiaries or any of their property is bound, except in any such case
to the extent such conflict or breach has been waived by a written waiver
document a copy of which has been delivered to Agent on or before the date
hereof; and (d) no Default or Event of Default will exist or result after giving
effect hereto. Section 3 Conditions to Effectiveness. This Amendment will be effective only upon satisfaction of the following: (a) Execution and delivery of (i) this Amendment by Borrower, the Credit
Parties that are listed on the signature pages hereto, the Agent and each
Lender and (ii) of each of the documents listed on Exhibit A to this Amendment
by each of the applicable Persons; (b) Delivery to Agent of certified copies of (i) that certain Agency
Agreement dated as of January 21, 2004 by and among the Borrower, the Credit
Parties signatories thereto and the Hilco/Gordon Brothers Joint Venture, and
(ii) all other agreements, documents and instruments executed and/or delivered
in connection with the foregoing; and (c) The representations and warranties contained herein shall be true and
correct in all respects. Section 4 Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth herein, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed. 4




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(b) The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of Agent or any Lender under
the Credit Agreement or any Loan Document, nor constitute a waiver of any
provision of the Credit Agreement or any Loan Document, except as specifically
set forth herein. Upon the effectiveness of this Amendment, each reference in
the Credit Agreement to this Agreement, hereunder, hereof, herein or
words of similar import shall mean and refer to the Credit Agreement as amended
hereby. Section 5 Waiver and Release. In consideration of the foregoing, each of Borrower and each Credit Party
hereby waives, releases and covenants not to sue Agent or any Lender with
respect to, any and all claims it may have against Agent or any Lender, whether
known or unknown, arising in tort, by contract or otherwise prior to the date
hereof relating to one or more Loan Documents. Section 6 Costs and Expenses. As provided in Section 11.3 of the Credit Agreement, Borrower agrees to
reimburse Agent for all fees, costs and expenses, including the fees, costs and
expenses of counsel or other advisors for advice, assistance, or other
representation in connection with this Amendment. Section 7 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF ILLINOIS. Section 8 Headings. Section headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other
purposes. Section 9 Counterparts. This Amendment may be executed in any number of counterparts, each of
which when so executed shall be deemed an original but all such counterparts
shall constitute one and the same instrument. Section 10 Confidentiality. The matters set forth herein are subject to Section 11.18 of the Credit
Agreement, which is incorporated herein by reference. [signature page follows] 5




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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date
first written above. BORROWER:WILSONS LEATHER HOLDINGS INC.By:
    
    /s/ Peter G. MichieluttiTitle:
    
    Executive Vice President, Chief Financial OfficerRevolving Loan Commitment:
$60,000,000 (including $10,000,000
Swing Line Commitment)
    
    GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent, Lender and
Swing Line LenderTerm Loan B Commitment:
$25,000,000
    
    By:
    
    /s/ Lynn GosselinTitle:
    
    Duly Authorized SignatoryRevolving Loan Commitment:
$30,000,000
    
    LASALLE RETAIL FINANCE, a
division of LaSalle Business
Credit, as agent for Standard
Federal Bank National
Association, as LenderBy:
    
    /s/ Robert BarnhardTitle:
    
    Senior Vice PresidentRevolving Loan Commitment:
$45,000,000
    
    THE CIT GROUP/BUSINESS CREDIT,
INC., as Lender and Documentation
AgentBy:
    
    /s/ Deborah RogutTitle:
    
    Vice President
 [Signature Page to Fourth Amendment]




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Revolving Loan Commitment:
$45,000,000
    
    WELLS FARGO RETAIL FINANCE LLC,
as Lender andSyndication AgentBy:
    
    /s/ Frank OConnorTitle:
    
    Senior Vice President
 [Signature Page to Fourth Amendment]




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The undersigned are executing this Amendment in their capacity as Credit
Parties: Wilsons The Leather Experts Inc.By:
    
    /s/ Peter G. MichieluttiTitle:
    
    Executive Vice President, Chief Financial OfficerWilsons Center, Inc.By:
    
    /s/ Peter G. MichieluttiTitle:
    
    Executive Vice President, Chief Financial OfficerRosedale Wilsons, Inc.By:
    
    /s/ Peter G. MichieluttiTitle:
    
    Executive Vice President, Chief Financial OfficerRiver Hills Wilsons, Inc.By:
    
    /s/ Peter G. MichieluttiTitle:
    
    Executive Vice President, Chief Financial OfficerBermans The Leather Experts Inc.By:
    
    /s/ Peter G. MichieluttiTitle:
    
    Executive Vice President, Chief Financial Officer
 [Signature Page to Fourth Amendment]




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EXHIBIT A CLOSING DOCUMENTS relating to the FOURTH AMENDMENT TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT by and among WILSONS LEATHER HOLDINGS INC.,
as Borrower and THE LENDERS NAMED THEREIN,
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 AND COMPANY as Lender and Syndication Agent DATE OF CLOSING: January 21, 2004 Exh.A-1




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Set forth below is a Schedule of Documents which lists the documents to be
delivered in connection with the closing of the transactions contemplated by
the Fourth Amendment (Amendment) to Fourth Amended and Restated Credit
Agreement (Credit Agreement) listed herein as Document No. 1. Each
capitalized term used but not defined herein shall have the meaning ascribed to
such term in the Credit Agreement and all section references herein are to
Sections of the Credit Agreement, unless otherwise indicated. All documents
shall be dated as of January 21, 2004 unless otherwise indicated. PARTIES AND THEIR COUNSEL General Electric Capital Corporation,
a Delaware corporation
    
    (GE Capital, in its individual capacity, a Lender, Term
Lender and the Swing Line Lender and as agent, Agent)Wilsons Leather Holdings Inc., 
a Minnesota corporation
    
    (Borrower)Wilsons The Leather Experts Inc.,
a Minnesota corporation
    
    (Ultimate Parent)Wilsons Center, Inc.,
a Minnesota corporation
    
    (First Intermediate Parent)Rosedale Wilsons, Inc.,
a Minnesota corporation
    
    (Second Intermediate Parent)River Hills Wilsons, Inc.,
a Minnesota corporation
    
    (Third Intermediate Parent)Bermans The Leather Experts Inc.,
a Delaware corporation
    
    (Bermans)Bentleys Luggage Corp.,
a Florida corporation
    
    (Bentley)Latham & Watkins, counsel to General Electric Capital Corporation
    
    (L&W)Faegre & Benson LLP, counsel to the Borrower
    
    (Faegre)
 Exh.A-2




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Doc.
    
    
    
    ResponsibleNo.
    
    Description of Document
    
    Party
    
    StatusI.
    
    Fourth Amendment to Fourth Amended and Restated Credit AgreementFourth Amendment to Fourth Amended and Restated Credit Agreement by and among Borrower, the Lenders
signatory thereto and GE Capital, as Agent, Lender, Term Lender and Swing Line Lender
    
    L&WII.
    
    Collateral DocumentsReaffirmation of Guaranty  Store and Parent Guarantors
    
    L&WIII.
    
    Officers Certificates and Corporate DocumentationA. Ultimate Parent Corporate DocumentsCertificate of Ultimate Parents secretary or assistant secretary certifying to (a) the resolutions of
Ultimate Parents board of directors, (b) the incumbency and signatures of the officers or
representatives executing the Amendment and the other Loan Documents (as applicable), (c) Ultimate
Parents articles of incorporation and all amendments thereto, certified by the Secretary of the State
of Minnesota, and (d) Ultimate Parents by-laws
    
    BorrowerRequired certificates of status/good-standing for the state of Minnesota
    
    BorrowerB. First Intermediate Parent Corporate DocumentsCertificate of First Intermediate Parents secretary or assistant secretary certifying to (a) the
resolutions of First Intermediate Parents board of directors, (b) the incumbency and signatures of the
officers or representatives executing the Amendment and the other Loan Documents (as applicable), (c)
First Intermediate Parents articles of incorporation and all amendments thereto, certified by the
Secretary of the State of Minnesota, and (d) First Intermediate Parents by-laws
    
    BorrowerRequired certificates of status/good-standing for the state of Minnesota
    
    Borrower
 Exh.A-3




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Doc.
    
    
    
    ResponsibleNo.
    
    Description of Document
    
    Party
    
    StatusC. Second Intermediate Parent Corporate DocumentsCertificate of Second Intermediate Parents secretary or assistant secretary certifying to (a) the
resolutions of Second Intermediate Parents board of directors, (b) the incumbency and signatures of the
officers or representatives executing the Amendment and the other Loan Documents (as applicable), (c)
Second Intermediate Parents articles of incorporation and all amendments thereto, certified by the
Secretary of the State of Minnesota, and (d) Second Intermediate Parents by-laws
    
    BorrowerRequired certificates of status/good-standing for the state of Minnesota
    
    BorrowerD. Third Intermediate Parent Corporate DocumentsCertificate of Third Intermediate Parents secretary or assistant secretary certifying to (a) the
resolutions of Third Intermediate Parents board of directors, (b) the incumbency and signatures of the
officers or representatives executing the Amendment and the other Loan Documents (as applicable), (c)
Third Intermediate Parents articles of incorporation and all amendments thereto, certified by the
Secretary of the State of Minnesota, and (d) Third Intermediate Parents by-laws
    
    BorrowerRequired certificates of status/good-standing for the state of Minnesota
    
    BorrowerE. Borrower Corporate DocumentsCertificate of Borrowers secretary or assistant secretary certifying to (a) the resolutions of
Borrowers board of directors, (b) the incumbency and signatures of the officers or representatives
executing the Amendment and the other Loan Documents (as applicable), (c) Borrowers articles of
incorporation and all amendments thereto, and (d) Borrowers by-laws
    
    BorrowerRequired certificates of status/good-standing for the state of Minnesota
    
    Borrower
 Exh.A-4




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SCHEDULE I STORE LOCATIONS Sch.I-1




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SCHEDULE II LEASED PROPERTY Sch. II-1