General
Electric Capital Corporation, as Agent
500 West Monroe
Chicago, Illinois 60661
Attn: Wilsons Leather Account Manager
Please
refer to (1) the Fifth Amended and Restated Credit Agreement
dated as of the date hereof (the “ Credit Agreement
”), amending and restating the Fourth Amended and Restated
Credit Agreement dated as of April 23, 2002 (as amended prior
to the date hereof, the “ Existing Credit Agreement
”), amending and restating that certain Third Amended and
Restated Credit Agreement dated as of June 19, 2001, amending
and restating that certain Second Amended and Restated Credit
Agreement dated as of October 31, 2000, amending and restating
that certain Amended and Restated Credit Agreement dated as of
May 24, 1999, amending and restating that certain Credit
Agreement dated as of May 25, 1996 among Wilsons Leather
Holdings Inc. (“ Borrower ”), the Loan Parties
(as defined therein), General Electric Capital Corporation,
individually and as agent (“ Agent ”) and the
Lenders (as defined therein), (2) the Parent Guaranty dated as
of May 25, 1996 (as amended, the “ Parent
Guaranty ”) by certain of the undersigned in favor of
Agent on behalf of the Lenders under the Credit Agreement,
(3) the Store Guarantors’ Guaranty (as amended, the
“ Store Guarantors’ Guaranty ”) dated as
of May 25, 1996 by certain of the undersigned in favor of
Agent on behalf of the Lenders under the Credit Agreement,
(4) the Joinder Agreement dated July 31, 1997 between
Wilsons International, Inc. and Agent, (5) the Joinder
Agreement dated May 24, 1999 between certain of the undersigned and
Agent, (6) the Joinder A
