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Exhibit 10.48 Limited Waiver and Fifth Amendment toFourth Amended and Restated Credit Agreement This LIMITED WAIVER AND FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT (this Waiver and Amendment) is entered into as of this 15th
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 Waiver and Amendment shall
have the meanings ascribed to them by the Credit Agreement (as hereinafter
defined). RECITALS WHEREAS, Borrower, certain Credit Parties, Agent and Lenders have entered
into that certain Fourth Amended and Restated Credit Agreement dated as of
April 23, 2002 (as amended, supplemented, restated or otherwise modified from
time to time, the Credit Agreement); and WHEREAS, Borrower, the Credit Parties signatories to the Credit Agreement,
the Lenders and Agent wish to waive and amend certain provisions of the Credit
Agreement, as more fully set forth herein. NOW THEREFORE, in consideration of the mutual covenants herein and other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: Section 1  Limited Waiver. The Agent and the Requisite Lenders hereby waive any breach or violation
of the Credit Agreement (and any resulting Event of Default) which has occurred
solely as a result of the failure to comply with the Minimum EBITDA covenant
set forth in clause (c) of Schedule I to the Credit Agreement for the
period commencing on February 2, 2003 and ending on the last day of the Fiscal
Month of January, 2004. This limited waiver shall be limited precisely as
written and shall not be deemed or otherwise construed to constitute a waiver
of any Default or Event of Default arising out of any other failure of the
Credit Parties to comply with the terms of the Credit Agreement. Section 2 Amendments to the Credit Agreement. Subject to the
satisfaction of the conditions precedent set forth in Section 4 hereof, the
parties hereto hereby agree to amend the Credit Agreement as follows: (a)   The last sentence of Section 1.1(a)(iv) of the Credit Agreement
is hereby amended and restated to read in its entirety as follows: In addition, notwithstanding anything to the contrary contained
herein or otherwise, Borrower shall cause at all times during the period
from and including December 31 of each year through and including March
31 of each subsequent year (x)




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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; provided, that notwithstanding the
foregoing, until all Senior Note Obligations have been paid in full in
cash, 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 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 5.11 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows: 5.11 [Intentionally Omitted] (c)   Section 5.12 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows: 5.12 [Intentionally Omitted] (d)   Sections 6.19 and 6.20 of the Credit Agreement are hereby
amended and restated to read in their entirety as follows: 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. 6.20 Lease Mitigations. No Credit Party shall make payments
to landlords in connection with one or more Lease Mitigations at any time
in an aggregate amount in excess of the lesser of (x) $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. (e)   Section 8.1(b) of the Credit Agreement is hereby amended and
restated to read in its entirety as follows: (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,or 6, or any of the provisions set forth in
Schedules E or I, respectively. (f)   Clause (a) of the definition of Borrowing Base set
forth in Schedule A to the Credit Agreement is hereby amended and
restated to read in its entirety as follows: (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 2




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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 through 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 through but
excluding the first day of the Fiscal Month of August of next year;
plus (g)   The following definitions which appear in Schedule A to the
Credit Agreement are hereby amended and restated to read in their entirety as
follows: 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 (but not any aggregate net loss)
during such period arising from the sale, exchange or other disposition
of capital assets (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, (vii) any aggregate
non-cash net loss during such period arising from the sale, exchange or
other disposition of capital assets of Bentley or El Portal (including
fixed assets, whether tangible or intangible), (viii) 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, and (ix) to the extent evidenced by
documentation reasonably satisfactory to Agent and approved by Agent,
restructuring costs and expenses incurred in connection with the
restructuring of the business and operation of Borrower in Fiscal Year
ending on or about January 31, 2005 in an aggregate amount not to exceed
$26,000,000 that have been subtracted in determining consolidated net
income, in each case to the extent included in 3




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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. 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 and
April 15, 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. 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 $10,000,000 at all
times. (h)   Schedule A to the Credit Agreement is hereby amended by adding
the following new definition in alphabetical order therein: Senior Note Obligations means all obligations (including,
without limitation, principal, interest, fees and other amounts) owing
under, pursuant to, or in respect of one or more Senior Notes Documents. (i)    Clause (a) of Schedule Ito the Credit Agreement is
hereby amended and restated to read in its entirety as follows: "(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: 4




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Maximum CapitalPeriod
    
    Expenditures per PeriodFiscal Year ending in January 2004
    
    $
    10,000,000Fiscal Year ending in January 2005
    
    $
    6,000,000Each Fiscal Year thereafter
    
    $10,000,000
 (j)   Clause (b)of Schedule Ito the Credit Agreement is
hereby amended and restated to read in its entirety as follows: (b) [Intentionally Omitted] (k)   Clause (c)of Schedule Ito the Credit Agreement is
hereby amended and restated to read in its entirety as follows: (c) Minimum EBITDA. If at any time during any Fiscal Month
the sum of (i) the amount of unrestricted cash owned and held by Borrower
at such time plus (ii) the Borrowing Availability at such time, is less
that $15,000,000, Ultimate Parent shall have, (a) if such Fiscal Month
ends on or prior to February 28, 2005, at the end of such Fiscal Month,
EBITDA (other than EBITDA to the extent attributed or attributable to one
or more Closed Stores evidenced by documentation reasonably satisfactory
to Agent) for the period commencing on February 1, 2004 and ending on the
last day of such Fiscal Month, of not less than the amount set forth
opposite such Fiscal Month below and (b) if such Fiscal Month ends after
February 28, 2005, EBITDA for the twelve month period ending on the last
day of such Fiscal Month, of not less than the amount set forth opposite
such Fiscal Month below: Month
    
    EBITDAFebruary 2004
    
    
    ($1,190,000
    )March 2004
    
    
    ($4,639,000
    )April 2004
    
    
    ($11,184,000
    )May 2004
    
    
    ($17,679,000
    )June 2004
    
    
    ($23,749,000
    )July 2004
    
    
    ($31,130,000
    )August 2004
    
    
    ($36,582,000
    )September 2004
    
    
    ($37,641,000
    )October 2004
    
    
    ($35,765,000
    )November 2004
    
    
    ($25,946,000
    )December 2004
    
    $
    16,521,000January 2005
    
    $
    15,060,000February 2005
    
    $
    15,060,000
 5




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Each Fiscal Month from and including
March 2005 and through and including
February 2006
    
    an amount equal to the EBITDA of
Ultimate Parent for the Fiscal Year
ending in January, 2005Each Fiscal Month from and including
March 2006 and through and including
February 2007
    
    an amount equal to the EBITDA of
Ultimate Parent for the Fiscal Year
ending in January, 2006Each Fiscal Month from and including
March 2007 and through and including
February 2008
    
    an amount equal to the EBITDA of
Ultimate Parent for the Fiscal Year
ending in January, 2007March 2008 and each Fiscal Month
thereafter
    
    an amount equal to the EBITDA of
Ultimate Parent for the Fiscal Year
ending in January, 2008"
 (l)   Clause (d) of Schedule Ito the Credit Agreement is
hereby amended and restated to read in its entirety as follows: (d) [Intentionally Omitted] Section 3 Representations and Warranties. Borrower and the Credit
Parties who are party hereto represent and warrant that: (a)   the execution, delivery and performance by Borrower and such Credit
Parties of this Waiver and Amendment have been duly authorized by all necessary
corporate action and this Waiver and Amendment is a legal, valid and binding
obligation of Borrower and such Credit Parties enforceable against Borrower and
such Credit Parties in accordance with its terms, except as the enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors
rights generally and (ii) general principles of equity (regardless of whether
such enforcement is sought in a proceeding in equity or at law); (b)   each of the representations and warranties contained in the Credit
Agreement is true and correct in all material respects on and as of the date
hereof as if made on the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date; (c)   neither the execution, delivery and performance of this Waiver and
Amendment nor the consummation of the transactions contemplated hereby does or
shall contravene, result in a breach of, or violate (i) any provision of
Borrowers or Credit Parties certificate or articles of incorporation or
bylaws, (ii) any law or regulation, or any order or decree of any court or
government instrumentality or (iii) indenture, mortgage, deed of trust, lease,
agreement or other 6




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instrument to which Borrower, the Credit Parties or any of their
Subsidiaries is a party or by which Borrower, the Credit Parties or any of
their Subsidiaries or any of their property is bound, except in any such case
to the extent such conflict or breach has been waived by a written waiver
document a copy of which has been delivered to Agent on or before the date
hereof; and (d)   no Default or Event of Default will exist or result after giving
effect hereto. Section 4 Conditions to Effectiveness.This Waiver and Amendment will
be effective only upon satisfaction of the following: (a)   Execution and delivery of this Waiver and Amendment by Borrower, the
Credit Parties that are listed on the signature pages hereto, the Agent and
each Lender; (b)   Execution and delivery of the Reaffirmation of Guaranty dated as of
the date hereof by the Credit Parties and Store Guarantors that are parties
thereto; and (c)   Payment of an amendment fee to Agent (i) for the benefit of GE Capital
in an amount equal to (x) $216,700 and (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 $101,600, (iii) for the benefit of Wells Fargo in an
amount equal to $101,600, and (iv) for the benefit of LaSalle in an amount
equal to $67,800 (collectively, the Amendment Fee), which Amendment
Fee shall be fully earned and payable on the date hereof). Section 5  Reference to and Effect Upon the Credit Agreement. (a)   Except as specifically set forth herein, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed. (b)   The execution, delivery and effectiveness of this Waiver and Amendment
shall not operate as a waiver of any right, power or remedy of Agent or any
Lender under the Credit Agreement or any Loan Document, nor constitute a waiver
of any provision of the Credit Agreement or any Loan Document, except as
specifically set forth herein. Upon the effectiveness of this Waiver and
Amendment, each reference in the Credit Agreement to this Agreement,
hereunder, hereof, herein or words of similar import shall mean and refer
to the Credit Agreement as amended hereby. Section 6  Waiver and Release. In consideration of the foregoing, each of Borrower and each Credit Party
hereby waives, releases and covenants not to sue Agent or any Lender with
respect to, any and all claims it may have against Agent or any Lender, whether
known or unknown, arising in tort, by contract or otherwise prior to the date
hereof relating to one or more Loan Documents. Section 7  Costs and Expenses. As provided in Section 11.3 of the Credit Agreement, Borrower
agrees to reimburse Agent for all fees, costs and expenses, including the fees,
costs and expenses of 7




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counsel or other advisors for advice, assistance, or other representation
in connection with this Waiver and Amendment. Section 8  Governing Law. THIS WAIVER AND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS. Section 9  Headings. Section headings in this Waiver and Amendment are included herein for
convenience of reference only and shall not constitute a part of this Waiver
and Amendment for any other purposes. Section 10  Counterparts. This Waiver and Amendment may be executed in any number of counterparts,
each of which when so executed shall be deemed an original but all such
counterparts shall constitute one and the same instrument. Section 11  Confidentiality. The matters set forth herein are subject to Section 11.18 of the Credit
Agreement, which is incorporated herein by reference. [signature page follows] 8




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Exhibit 10.48 IN WITNESS WHEREOF, this Waiver and Amendment has
been duly executed as of the date first written above. BORROWER:WILSONS LEATHER HOLDINGS INC.By: /s/ Peter G. MichieluttiTitle: Executive Vice President and CFORevolving
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/ Kristina M. Miller

Title: 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/ Matthew D. PotterTitle: Assistant Vice PresidentRevolving Loan Commitment:
$45,000,000
    
    THE CIT GROUP/BUSINESS CREDIT, INC., as
Lender and Documentation AgentBy: /s/ Deborah RogutTitle: Vice PresidentRevolving Loan Commitment:
$45,000,000
    
    WELLS FARGO RETAIL FINANCE LLC, as
Lender and Syndication AgentBy: Frank OConnorTitle: Senior Vice President
 [Signature Page to Limited Waiver and Fifth Amendment]




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The undersigned are executing this Waiver and Amendment in their capacity
as Credit Parties: Wilsons The Leather Experts Inc.By: /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