EXHIBIT 10.26
CONSENT TO CREDIT AGREEMENT
This CONSENT TO CREDIT AGREEMENT is entered into as of this 19th day of
January, 1999 (this "Consent") by and between WILSONS LEATHER HOLDINGS INC., a
Minnesota corporation ("Borrower"), the other Loan Parties signatory hereto,
GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation (in its individual
capacity, "GE Capital"), for itself, as Lender, as Swing Line Lender and as
Agent for Lenders, and the other Lenders signatory hereto. Unless otherwise
specified herein, all capitalized terms used in this Consent shall have the
respective meanings ascribed to them in the Credit Agreement (as hereinafter
defined).
RECITALS
WHEREAS, Borrower, GE Capital, certain Loan Parties and Lenders are
parties to a Credit Agreement dated as of May 25, 1996, as amended by that
certain Amendment No. 1 to Credit Agreement dated as of July 11, 1996, that
certain Amendment No. 2 to Credit Agreement dated as of October 22, 1996, that
certain Amendment No. 3 to Credit Agreement dated as of May 23, 1997, that
certain Consent and Amendment No. 4 to Credit Agreement dated as of July 31,
1997, that certain Consent to Credit Agreement dated as of March 27, 1998 and
that certain Consent and Amendment No. 5 to Credit Agreement dated as of May 6,
1998 (as further amended, supplemented, restated or otherwise modified from time
to time, the "Credit Agreement"); and
WHEREAS, Borrower requests Requisite Lenders' consent under the Credit
Agreement and certain amendments to the Credit Agreement as herein set forth.
NOW THEREFORE, in consideration of the foregoing recitals and the
mutual agreements contained herein, and for good and valuable consideration, the
parties hereto agree as follows:
Section 1. Consent. Subject to the conditions herein set forth and
notwithstanding any provision of the Credit Agreement to the contrary, Agent and
Requisite Lenders consent to the purchase by Newco of Senior Notes (including
premiums) in an aggregate amount not to exceed $20,000,000, which Senior Notes
shall be held in Newco's treasury.
Section 2. Representations and Warranties of Loan Parties. The Loan
Parties represent and warrant that:
(a) the execution, delivery and performance by the Loan
Parties of this Consent have been duly authorized by all necessary
corporate action required on their part and this Consent is a legal,
valid and binding obligation of the Loan Parties enforceable against
the Loan 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 laws affecting
creditors' rights generally and (ii) general principles of equity
(regardless of whether 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
Consent nor the consummation of the transactions contemplated hereby
does or shall contravene, result in a breach of, or violate (i) any
provision of any Loan Party's certificates or articles of incorporation
or bylaws, (ii) any law or regulation, or any order or decree of any
court or government instrumentality, or (iii) any indenture, mortgage,
deed of trust, lease, agreement or other instrument to which any Loan
Party or any of its Subsidiaries is a party or by which any Loan Party
or any of its 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 document, a copy of which has been delivered to Agent on or
before the date hereof.
Section 3. Condition to Effectiveness. This Consent shall be effective
upon satisfaction of the following conditions precedent:
(a) Execution and delivery of this Consent by the Loan Parties
and Requisite Lenders.
(b) The representations and warranties contained herein shall
be true and correct in all respects.
Section 4. Reference to and Effect Upon the Credit Agreement.
(a) The Credit Agreement and the other Loan Documents shall
remain in full force and effect and are hereby ratified and confirmed,
except as specifically amended hereby.
(b) The execution, delivery and effectiveness of this Consent
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 Consent, each reference in the Credit Agreement,
to "this Agreement", "hereunder", "hereof", "herein" or words of
similar import shall mean and be a reference to the Credit Agreement as
amended hereby.
Section 5. 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 counsel or other advisors
for advice, assistance, or other representation in connection with this Consent.
2
Section 6. GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS.
Section 7. Headings. Section headings in this Consent are included
herein for convenience of reference only and shall not constitute a part of this
Consent for any other purposes.
Section 8. Counterparts. This Consent 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.
(signature page follows)
3
IN WITNESS WHEREOF, this Consent has been duly executed as of the date
first written above.
WILSONS LEATHER HOLDINGS INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Title: Chief Financial Officer
---------------------------
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent, Lender
and Swing Line Lender
By: /s/ Xxxx X. Finkham
------------------------------
Title: Duly Authorized Signatory
---------------------------
BANKBOSTON, N.A. (formerly THE
FIRST NATIONAL BANK OF
BOSTON), as Lender
By: /s/ Xxxx X.
------------------------------
Title: Managing Director
---------------------------
SANWA BUSINESS CREDIT
CORPORATION, as Lender
By:
------------------------------
Title:
---------------------------
SIGNET BANK, as Lender
By:
------------------------------
Title:
---------------------------
4
THE CIT GROUP/BUSINESS CREDIT,
INC., as Lender
By: Xxxxx X.
---------------------------------
Title: Vice President
------------------------------
TRANSAMERICA BUSINESS CREDIT
CORPORATION, as
Lender
By: R.F.S.
---------------------------------
Title: SVP
------------------------------
FIRST UNION NATIONAL BANK
(formerly CoreStates Bank, N.A.), as
Lender
By: Xxxxx Xxxxxx
---------------------------------
Title: VP
------------------------------
BANKAMERICA BUSINESS CREDIT,
INC., as Lender
By: /s/ Xxxxxx X. Cusdez
---------------------------------
Title: SVP
------------------------------
FIRST BANK NATIONAL
ASSOCIATION,
as Lender
By: /s/ Xxx Lippanen
---------------------------------
Title: Assistant Vice President
------------------------------
5
