Exhibit 10.14
AMENDMENT NO. 1 TO
SECURITY AGREEMENT
This Amendment No. 1 to SECURITY AGREEMENT (this "Amendment") is entered
into as of this 19th day of December, 1996 by and among WILSONS THE LEATHER
EXPERTS INC., a Minnesota corporation ("Issuer") and the other grantors listed
on the signature pages hereto (collectively "Grantors"), in favor of CVS NEW
YORK, INC., a New York corporation (formerly known as Melville Corporation) (the
"Secured Party").
RECITALS
WHEREAS, Issuer and the grantors signatory thereto have entered into that
certain Security Agreement dated as of May 25, 1996 in favor of the Secured
Party (the "Security Agreement");
WHEREAS, certain signatories to the Security Agreement have undergone a
reorganization and/or changed their legal name; and
WHEREAS, the Issuer, the Secured Party and the Grantors desire to enter
into this Amendment and to be bound by the terms of such Security Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
agreements contained herein, and for other good and valuable consideration, the
parties hereto agree as follows:
1. The following entities are successors to original signatories to the
Security Agreement and have agreed to be bound by the terms and conditions
thereof as if they were original signatories thereto:
Wilsons Leather of Alabama Inc., an Alabama corporation
Wilsons Leather of Connecticut Inc., a Connecticut corporation
Wilsons Leather of Florida Inc., a Florida corporation
Wilsons Leather of Georgia Inc., a Georgia corporation
Wilsons Leather of Indiana Inc., an Indiana corporation
Wilsons Leather of Iowa Inc., an Iowa corporation
Wilsons Leather of Louisiana Inc., a Louisiana corporation
Wilsons Leather of Maryland Inc., a Maryland corporation
Wilsons Leather of Massachusetts Inc., a Massachusetts corporation
Wilsons Leather of Michigan Inc., a Michigan corporation
Wilsons Leather of New Jersey Inc., a New Jersey corporation
Wilsons Leather of New York Inc., a New York corporation
Wilsons Leather of North Carolina Inc., a North Carolina corporation
Wilsons Leather of Ohio Inc., an Ohio corporation
Wilsons Leather of Pennsylvania Inc., a Pennsylvania corporation
Wilsons Leather of Rhode Island Inc., a Rhode Island corporation
Wilsons Leather of Tennessee Inc., a Tennessee corporation
Wilsons Leather of Texas Inc., a Texas corporation
Wilsons Leather of Virginia Inc., a Virginia corporation
Wilsons Leather of West Virginia Inc., a West Virginia corporation
Wilsons Leather of Wisconsin Inc., a Wisconsin corporation
2. The following grantors acknowledge and reaffirm all of their
respective obligations under the Security Agreement:
Wilsons Leather of Arkansas Inc. (f/k/a Park Plaza Wilsons, Inc.), an
Arkansas corporation
Wilsons Leather of Delaware Inc. (f/k/a Christiana Wilsons, Inc.), a
Delaware corporation
Wilsons Leather of Missouri Inc. (f/k/a Wilsons/Georgetown Leather Design
of St. Louis, MO., Inc.), a Missouri corporation
Wilsons Leather of South Carolina Inc. (f/k/a Xxxxxxx Wilsons, Inc.), a
South Carolina corporation
Wilsons Leather of Vermont Inc. (f/k/a Burlington Wilsons, Inc.), a Vermont
corporation
Wilsons The Leather Experts Inc., a Minnesota corporation
Wilsons Center, Inc., a Minnesota corporation
Rosedale Wilsons, Inc., a Minnesota corporation
River Hills Wilsons, Inc., a Minnesota corporation
Bermans The Leather Experts, Inc., a Delaware corporation
Wilsons House of Suede, Inc., a California corporation
Wilsons Tannery West, Inc., a California corporation
Wilsons Leather Holdings Inc., a Minnesota corporation
3. The following grantor was formed after the execution and delivery of
the Security Agreement, has reviewed the Security Agreement, and, by its
execution of this Amendment, agrees to be a Grantor thereunder and bound by the
terms and conditions thereof as fully as if it were an original signatory
thereto:
Wilsons Leather of Mississippi Inc., a Mississippi corporation
4. This Amendment may be executed in counterparts with each such
counterpart considered an original and all such counterparts constituting one
and the same document. THE TERMS OF THIS AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
ILLINOIS (EXCLUSIVE OF ANY RULES AS TO CONFLICT OF LAWS) AND THE LAWS OF THE
UNITED STATES APPLICABLE THEREIN.
[signature pages follow]
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IN WITNESS WHEREOF, the Grantors have executed and delivered this Amendment
as of the date first written above.
WILSONS LEATHER OF ALABAMA INC.
WILSONS LEATHER OF CONNECTICUT INC.
WILSONS LEATHER OF FLORIDA INC.
WILSONS LEATHER OF GEORGIA INC.
WILSONS LEATHER OF INDIANA INC.
WILSONS LEATHER OF IOWA INC.
WILSONS LEATHER OF LOUISIANA INC.
WILSONS LEATHER OF MARYLAND INC.
WILSONS LEATHER OF MASSACHUSETTS INC.
WILSONS LEATHER OF MICHIGAN INC.
WILSONS LEATHER OF MISSISSIPPI INC.
WILSONS LEATHER OF NEW JERSEY INC.
WILSONS LEATHER OF NEW YORK INC.
WILSONS LEATHER OF NORTH CAROLINA INC.
WILSONS LEATHER OF OHIO INC.
WILSONS LEATHER OF PENNSYLVANIA INC.
WILSONS LEATHER OF RHODE ISLAND INC.
WILSONS LEATHER OF TENNESSEE INC.
WILSONS LEATHER OF TEXAS INC.
WILSONS LEATHER OF VIRGINIA INC.
WILSONS LEATHER OF WEST VIRGINIA INC.
WILSONS LEATHER OF WISCONSIN INC.
WILSONS LEATHER OF ARKANSAS INC.
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WILSONS LEATHER OF DELAWARE INC.
WILSONS LEATHER OF MISSOURI INC.
WILSONS LEATHER OF SOUTH CAROLINA INC.
WILSONS LEATHER OF VERMONT INC.
WILSONS THE LEATHER EXPERTS INC.
WILSONS CENTER, INC.
ROSEDALE WILSONS, INC.
RIVER HILLS WILSONS, INC.
BERMANS THE LEATHER EXPERTS, INC.
WILSONS HOUSE OF SUEDE, INC.
WILSONS TANNERY WEST, INC.
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WILSONS THE LEATHER
EXPERTS INC.
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President
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The authorized officer of each
of the foregoing corporations
Accepted and Acknowledged by:
CVS NEW YORK, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Title: General Counsel
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M1:0246921.01
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