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Exhibit 10.52 SIXTH AMENDMENT TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT This SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this
Amendment) is entered into as of this 27th day of April, 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 at all times during the period
from and including December 31 of each year through and including March
31 of each subsequent year (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; in addition
notwithstanding the foregoing, until all Senior Note Obligations (other
than interest) have been paid in full in cash (or until provision
therefor shall have been made by placing sufficient funds in a bank or
investment account pursuant to Section 1.3(b)(ii) hereof), Borrower shall
cause at all times (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
(other than Letter of Credit Obligations in an




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aggregate amount not to exceed $3,000,000 relating to Letter of
Credit #SE444022W issued by GE Capital Corporation) to be less than or
equal to $15,000,000. (b) Section 1.2 of the Credit Agreement is hereby amended and restated to
read in its entirety as follows: 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) $125,000,000 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. (c) Section 1.3(b) of the Credit Agreement is hereby amended and restated
to read in its entirety as follows: (b) Except (i) as set forth in Section 1.3(f) hereof and (ii) for
the net proceeds received by Ultimate Parent on or after the Sixth
Amendment Effective Date but on or prior to August 15, 2004 from the
issuance of Stock of Ultimate Parent (pursuant to and in accordance with
the Peninsula Documents), which are, on or prior to August 15, 2004 and
promptly upon Ultimate Parents receipt thereof, either (x) promptly used
to pay in full in cash the Senior Note Obligations or (y) placed in an
investment or bank account subject to the control of the Agent and in
which the Agent has a first priority perfected security interest to
secure the Obligations pursuant to a control agreement in form and
substance satisfactory to Agent (it being agreed that, as long as no
Default or Event of Default has occurred and is continuing the Agent will
release amounts credited thereto upon the request of the Borrower solely
to the extent such amounts are promptly being used to pay the Senior Note
Obligations at or prior to the time at which such Senior Note Obligations
are due), in either case with all proceeds in excess of the amount of the
Senior Note Obligations being retained by, or released to, Borrower as
working capital, 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. (d) Section 1.6 of the Credit Agreement is hereby amended and restated to
read in its entirety as follows: 1.6 Applicable Margins. The Applicable Swing Line Margin,
Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C
Margin will be 3.25%, 2.00%, 3.25% and 3.25% per annum, respectively;
provided, that to the extent that any 2




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portion of a Revolving Credit Advance bears interest at the Index
Rate as a result of the proviso in Section 1.5(a), the Applicable Index
Margin with respect thereto shall be 5.00% per annum; provided further
that if EBITDA of Ultimate Parent, for the Fiscal Year ending in January,
2005 (as evidenced by financial statements delivered to Agent and Lenders
pursuant to clause (d) of Schedule G hereto) is at least $19,000,000,
then on the first day of the first calendar month commencing at least
five (5) days after the date of delivery to Agent and Lenders of the
annual audited Financial Statements for the Fiscal Year ending in
January, 2005, each of the Applicable Swing Line Margin, Applicable Index
Margin, Applicable LIBOR Margin and Applicable L/C Margin shall be
reduced by 0.50% per annum for all amounts accruing thereafter. (e) Section 1.9(d) of the Credit Agreement is hereby amended and restated
to read in its entirety as follows: (d) If Borrower pays after acceleration or reduces or terminates
the Revolving Loan Commitment, whether voluntarily or involuntarily and
whether before or after acceleration of the Obligations, or if any of the
Commitments are otherwise terminated, Borrower shall pay as liquidated
damages and compensation for the costs of being prepared to make funds
available hereunder to the Agent, for the ratable benefit of the Lenders
based upon their Revolving Loan Commitments, an amount equal to 1%
multiplied by the amount of the reduction of the Revolving Loan
Commitment. Notwithstanding the foregoing, (i) no prepayment fee shall
be payable by Borrower upon a mandatory prepayment made pursuant to
Sections 1.3(a), 1.3(b), 1.3(d) or 1.16(c); provided that in the case of
prepayments made pursuant to Sections 1.3(b) and 1.3(d), the transaction
giving rise to the applicable prepayment is expressly permitted under
Section 6 and (ii) no prepayment fee shall be owing or payable by
Borrower pursuant to this Section 1.9(d) as a result of the reduction of
the Revolving Loan Commitment consummated pursuant to the Sixth
Amendment. (f) The first sentence of Section 6.4(a) of the Credit Agreement is hereby
amended and restated to read in its entirety as follows: 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 (i) intercompany loans permitted in clauses (h)
and (i) of Section 6.3, (ii) the Consignment Agreement and (iii) the
transactions consummated pursuant to the Peninsula Documents. (g) Section 6.14 of the Credit Agreement is hereby amended and restated to
read in its entirety as follows: 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 3




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any Store Guarantor or to First Intermediate Parent, Second
Intermediate Parent, Third Intermediate Parent or Ultimate Parent; (d)
redemptions or repurchases of fractional shares not to exceed $100,000
per year; and (e) Peninsula Payments made on or after the occurrence of
an Event, under and as defined in Section 2(b) of the Registration
Rights Agreement (as defined in the Peninsula SPA) in an aggregate amount
for all such payments not to exceed $3,500,000 on or after the Sixth
Amendment Effective Date. (h) Section 6.17 of the Credit Agreement is hereby amended by adding the
following new sentence at the end thereof: The Ultimate Parent shall not change or amend the terms of any or
all of the Peninsula Documents in any material respect. (i) The following definitions which appear in Schedule A to the Credit
Agreement are hereby amended and restated to read in their entirety as follows: Borrowing Base shall mean, as of any date of determination, the
sum of: (a) the difference of (A) (i) 85% of the book value of Eligible
Inventory-Apparel (the Eligible Inventory-Apparel Advance Rate);
provided, that in no event shall the Eligible Inventory-Apparel Advance
Rate exceed the product of (i) .85 multiplied by (ii) the then applicable
NOLV of Inventory-Apparel (provided that, solely for the purposes of this
definition of Borrowing Base, at all times on and after (x) August 17
but prior to October 1 of each year, the NOLV of Inventory-Apparel shall
be increased by an amount equal to the product of (a) the number of full
calendar weeks completed since the then most recent August 17 multiplied
by (b) one-sixth of the difference between the NOLV of Inventory-Apparel
as of October 1 and the NOLV of Inventory-Apparel as of August 17 and (y)
December 17 of any year but prior to February 1 of the next year, the
NOLV of Inventory-Apparel shall be decreased by an amount equal to the
product of (a) the number of full calendar weeks completed since the then
most recent December 17 multiplied by (b) one-sixth of the difference
between the NOLV of Inventory-Apparel as of December 17 and the NOLV of
Inventory-Apparel as of February 1) minus (B) the book value of Eligible
In-Transit Inventory which is in excess of (i) 40% of the book value of
all Eligible Inventory-Apparel during the period from and including the
first day of the Fiscal Month of August to and including December 15 of
each year, and (ii) 25% of the book value of all Eligible
Inventory-Apparel during the period from and including December 16 of
each year to but excluding the first day of the Fiscal Month of August of
the next year; plus (b) 85% of the book value of Eligible Accounts at all times; plus (c) [Intentionally Omitted] (d) 85% 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 4




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Inventory-Apparel, which shall exist upon a draw on the applicable
Eligible Trade L/C; plus (e) the Eligible Tax Refund Amount at such time; less the Minimum Excess Availability Reserve less the Peninsula Reserve
and in each case less any additional Reserve established by Agent at such
time. 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), other than solely as a
result of consummation of the transaction contemplated by the Peninsula
Documents, shall occur or (d) any person or group of persons (within the
meaning of the Securities Exchange Act of 1934, as amended), other than
the Peninsula Investment Partners, L.P. (Peninsula) (and Persons which,
as of the Sixth Amendment Effective Date, are Affiliates of Peninsula),
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. 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 the Sixth Amendment 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 One Hundred Fifty Million Dollars
($150,000,000) on the Sixth Amendment Effective 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. 5




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Commitment Termination Date shall mean the earliest of (a) June
30, 2005; provided, however, that if, after the Sixth Amendment Effective
Date but on or prior to August 15, 2004, (i) Ultimate Parent receives at
least $30,600,000 of net proceeds from the issuance of Stock of Ultimate
Parent (pursuant to and in accordance with the Peninsula Documents), (ii)
Ultimate Parent uses such net proceeds to pay the Senior Note Obligations
(and until such payment, such funds are placed in an investment account
in accordance with to Section 1.3(b)(ii) hereof) and (iii) all Senior
Note Obligations are paid in full in cash, the date set forth in this
clause (a) shall be June 28, 2008, (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 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). GE Capital Fee Letter shall mean that certain letter agreement,
dated as of May 24, 1999 and supplemented and superseded in part (as
applicable) by those certain letter agreements dated as of October 31,
2000, May 29, 2001, April 23, 2002, November 1, 2002, April 15, 2004 and
April 27, 2004, each between GE Capital and Borrower with respect to
certain Fees to be paid from time to time by Borrower to GE Capital, and
as further amended, restated, supplemented or otherwise modified from
time to time. Projections shall mean for any Fiscal Year Ultimate Parents
forecasted consolidated balance sheets, profit and loss statements and
cash flow 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. 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; (g) any
payment of management fees (or other fees of 6




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a similar nature) by such Person to any Stockholder of such Person
or their Affiliates; and (h) Peninsula Payments. 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 the
Sixth Amendment or in the most recent Lender Assignment Agreement
executed by such Lender (as of the Sixth Amendment Effective Date, each
Lenders Revolving Loan Commitment is set forth on the signature pages to
the Sixth Amendment) 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 Twenty Five
Million Dollars ($125,000,000) on the Sixth Amendment Effective Date, as
such amount may be adjusted, if at any, from time to time in accordance
with this Agreement. (j) Schedule A to the Credit Agreement is hereby amended by adding the
following new definitions in alphabetical order therein: Peninsula Documents shall mean the Peninsula SPA, the
Registration Rights Agreement, the Warrants, the Voting
Agreement-Peninsula, the Voting Agreement-Individual Shareholders (each
as defined in the Peninsula SPA), and each of the other agreements or
documents entered into in connection with the Peninsula SPA, in each case
as in effect on the Sixth Amendment Effective Date and as amended,
restated, supplemented or otherwise modified from time to time in a
manner permitted hereby. Peninsula Payments shall collectively mean any and all amounts
paid or payable by the Ultimate Parent pursuant to Section 2(b) of the
Registration Rights Agreement (as defined in the Peninsula SPA). Peninsula SPA shall mean the Common Stock and Warrant Purchase
Agreement, dated as of April 25, 2004 by and among the Ultimate Parent,
and the Purchasers (as defined therein) (as amended, restated,
supplemented or otherwise modified in a manner permitted hereby). Peninsula Reserve shall mean a special Reserve established by
Agent on the Closing Date (as defined in the Peninsula SPA) and
maintained by Agent until the Termination Date in an amount not to exceed
$3,500,000; provided, however, that the Peninsula Reserve shall be
reduced (i) by the amount of all Peninsula Payments made to the extent
permitted to be made pursuant to Section 6.14(e) and (ii) to zero at such
time as the Registration Statement required to be filed under the
Registration Rights Agreement (as defined in the Peninsula SPA) has
become effective. Sixth Amendment shall mean that certain Sixth Amendment to the
Fourth Amended and Restated Credit Agreement entered into as of April 27,
2004 among the Borrower, the Agent, the Credit Parties signatory thereto
and the Lenders signatory thereto. 7




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Sixth Amendment Effective Date shall mean the date on which the
conditions precedent set forth in the Sixth Amendment have been
satisfied. Section 2 Representations and Warranties. Borrower and the Credit Parties who
are party hereto represent and warrant that: (a) the execution, delivery and performance by Borrower and such Credit
Parties of this Amendment have been duly authorized by all necessary corporate
action and this Amendment is a legal, valid and binding obligation of Borrower
and such Credit Parties enforceable against Borrower and such Credit Parties in
accordance with its terms, except as the enforcement thereof may be subject to
(i) the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors rights generally and (ii)
general principles of equity (regardless of whether such enforcement is sought
in a proceeding in equity or at law); (b) each of the representations and warranties contained in the Credit
Agreement is true and correct in all material respects on and as of the date
hereof as if made on the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date; (c) neither the execution, delivery and performance of this Amendment nor
the consummation of the transactions contemplated hereby does or shall
contravene, result in a breach of, or violate (i) any provision of Borrowers
or Credit Parties certificate or articles of incorporation or bylaws, (ii) any
law or regulation, or any order or decree of any court or government
instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement
or other instrument to which Borrower, the Credit Parties or any of their
Subsidiaries is a party or by which Borrower, the Credit Parties or any of
their Subsidiaries or any of their property is bound, except in any such case
to the extent such conflict or breach has been waived by a written waiver
document a copy of which has been delivered to Agent on or before the date
hereof; and (d) no Default or Event of Default will exist or result after giving
effect hereto. Section 3 Conditions to Effectiveness.This Amendment will be effective only
upon 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 the Agent of a certified copy of each of the Peninsula
Documents; and (c) Payment of an amendment fee to Agent (i) for the benefit of GE Capital
in an amount equal to (x) $216,633 plus (y) the amount payable on the date
hereof as set forth in the GE Capital Fee Letter, (ii) for the benefit of CIT
in an amount equal to $101,525, (iii) for the benefit of Wells Fargo in an
amount equal to $101,525, and (iv) for the benefit of LaSalle in an amount
equal to $67,617 (collectively, the Amendment Fee), which Amendment Fee shall
be fully earned and payable on the date hereof). Section 4 Reference to and Effect Upon the Credit Agreement. 8




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(a) Except as specifically set forth herein, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed. (b) The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of Agent or any Lender under
the Credit Agreement or any Loan Document, nor constitute a waiver of any
provision of the Credit Agreement or any Loan Document, except as specifically
set forth herein. Upon the effectiveness of this Amendment, each reference in
the Credit Agreement to this Agreement, hereunder, 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] 9




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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 and CFORevolving Loan Commitment:
$41,666,667 (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/ Kristina M. MillerTitle:
    
    Duly Authorized SignatoryRevolving Loan Commitment:
$20,833,333
    
    LASALLE RETAIL FINANCE, a division of
LaSalle Business Credit, as agent for
Standard Federal Bank National
Association, as LenderBy:
    
    /s/ Matthew D. PotterTitle:
    
    Assistant Vice PresidentRevolving Loan Commitment:
$31,250,000
    
    THE CIT GROUP/BUSINESS CREDIT, INC., as
Lender and Documentation AgentBy:
    
    /s/ Deborah RogutTitle:
    
    Vice PresidentRevolving Loan Commitment:
$31,250,000
    
    WELLS FARGO RETAIL FINANCE LLC, as
Lender and Syndication AgentBy:
    
    Frank OConnorTitle:
    
    Senior Vice President
 [Signature Page to Sixth 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 and CFOWilsons
Center, Inc.By:
    
    /s/ Peter G. MichieluttiTitle:
    
    Executive Vice President and CFORosedale Wilsons, Inc.By:
    
    /s/ Peter G. MichieluttiTitle:
    
    Executive Vice President and CFORiver Hills Wilsons, Inc.By:
    
    /s/ Peter G. MichieluttiTitle:
    
    Executive Vice President and CFOBermans The Leather Experts Inc.By:
    
    /s/ Peter G. MichieluttiTitle:
    
    Executive Vice President and CFO
 [Signature Page to Sixth Amendment]