EXHIBIT 10.1
JOINDER AGREEMENT
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This Joinder Agreement is dated as of April 13, 2001, by and between the
Store Guarantors that are signatory hereto (the "New Store Guarantors") and
General Electric Capital Corporation, a New York corporation ("Agent").
WHEREAS, Agent, certain Lenders signatory thereto, Wilsons Leather Holdings
Inc., a Minnesota corporation ("Borrower") and certain Loan Parties that are
Affiliates of Borrower are parties to a Credit Agreement dated as of May 25,
1996 (as amended and restated as of May 24, 1999 and further amended and
restated as of October 31, 2000 and as the same may be further amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement");
WHEREAS, certain Credit Parties, designated as Store Guarantors, entered
into a Store Guarantors' Guaranty dated as of May 25, 1996 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Store Guarantors' Guaranty"), a copy of which is attached hereto as Exhibit A;
WHEREAS, Borrower and the Credit Parties have requested that Agent and
Lenders consent to the acquisition of Bentley's Luggage Corp. (the "Bentley
Acquisition") and Agent and Requisite Lenders have consented to the Bentley
Acquisition subject to the conditions to the consummation of the Bentley
Acquisition set forth in the Consent to Credit Agreement dated as of March 19,
2001 by and among Borrower, Agent, the Credit Parties signatory thereto and the
Requisite Lenders signatory thereto, including, but not limited to, the
condition precedent that the New Store Guarantors become Store Guarantors under
the terms of the Credit Agreement;
WHEREAS, the New Store Guarantors derive direct and indirect benefits from
the Loans and other financial accommodations provided by Agent and Lenders to
Borrower;
NOW, THEREFORE, for and in consideration of the benefits and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Joinder in Guaranty. The New Store Guarantors hereby guarantee payment
and performance of the Obligations in accordance with the terms of the Store
Guarantors' Guaranty, which is incorporated herein by reference.
2. General. The New Store Guarantors agree to comply with and be bound by
the terms of the Store Guarantors' Guaranty as fully as if they had been a
signatory thereto on the date that such documents were originally executed and
delivered by the other Credit Parties that are parties thereto.
3. Defined Terms. Except as otherwise defined herein, all defined terms
herein shall have the respective meanings ascribed thereto in Schedule A to the
Credit Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Joinder Agreement as of the date set forth above.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxx X. XxXxx
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Name: Xxxxxxx X. XxXxx
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Title: Duly Authorized Signatory
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NEW STORE GUARANTORs:
BENTLEY'S LUGGAGE CORP.
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
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Title: Senior Vice President and Chief
Financial Officer
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FLORIDA LUGGAGE CORP.
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
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Title: Senior Vice President and Chief
Financial Officer
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2
EXHIBIT A
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STORE GUARANTORS' GUARANTY
