Exhibit 10.74
LIMITED WAIVER AND EIGHT AMENDMENT
TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
This LIMITED
WAIVER AND EIGHTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT
AGREEMENT (this “ Waiver and Amendment ”) is
entered into as of this 4 th day of April, 2005 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
Requisite 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 by Borrower to deliver
the report set forth in item (ii) of clause (d) of
Schedule G to Credit Agreement for the Fiscal Years
ending in January 2003 and 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 Amendment 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 and restate clause (d) of
Schedule G to Credit Agreement to read in its entirety
as follows:
“(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) upon
Agent’s request, a report from such accounting firm to the
effect that, in
1
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;”
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 act
