EXHIBIT 10.4
REAFFIRMATION OF GUARANTY
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April 13, 2001
General Electric Capital Corporation, as Agent
00 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Wilsons Leather Account Manager
Please refer to (1) the Second Amended and Restated Credit Agreement dated
as of October 31, 2000 (the "Credit Agreement"), 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"), and the Loan Parties signatory
thereto, General Electric Capital Corporation, individually and as agent
("Agent") and the other Lenders signatory thereto; (2) Amendment No. 1 to Second
Amended and Restated Credit Agreement dated the date hereof (the "Amendment");
(3) 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; (4) 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; (5) the Joinder Agreement dated July 31, 1997 between Wilsons
International, Inc. and Agent; (6) the Joinder Agreement dated May 24, 1999
between certain of the undersigned and Agent, (7) the Joinder Agreement dated
October 10, 2000 between certain of the undersigned and Agent; (8) the Joinder
Agreement dated October 31, 2000 between certain of the undersigned and Agent;
and (9) the Joinder Agreement of even date herewith between certain of the
undersigned and Agent. 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 Bentley's Luggage Corp. and Florida Luggage Corp.
become Store Guarantors under the terms of the Credit Agreement. All capitalized
terms used but not otherwise defined herein have the meaning given to them in
the Credit Agreement or in Schedule A thereto.
We hereby (i) acknowledge receipt of the Amendment, (ii) acknowledge and
reaffirm all of our obligations and undertakings under the Parent Guaranty and
the Store Guarantors' Guaranty (as applicable) (collectively, the "Guaranties"),
and (iii) acknowledge and agree that subsequent to, and taking into account such
Amendment, the Guaranties are and shall remain in full force and effect in
accordance with the terms thereof.
PARENTS:
Wilsons The Leather Experts Inc.
Wilsons Center, Inc.
Rosedale Wilsons, Inc.
River Hills Wilsons, Inc.
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Title: Senior Vice President and Chief
Financial Officer
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The authorized officer of each of the
foregoing corporations
Store Guarantors:
Bentley's Luggage Corp.
Bermans The Leather Experts Inc.
El Portal Group, Inc.
Florida Luggage Corp.
Xxxxxxxxxxxxxx.xxx LLC
Wilsons Leather Direct Inc.
Wilsons International Inc.
Wilsons Leather of Airports Inc.
Wilsons Leather of Alabama Inc.
Wilsons Leather of Arkansas Inc.
Wilsons Leather of Canada Ltd.
Wilsons Leather of Connecticut Inc.
Wilsons Leather of Delaware 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 Missouri 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 South Carolina Inc.
Wilsons Leather of Tennessee Inc.
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Wilsons Leather of Texas Inc.
Wilsons Leather of Vermont Inc.
Wilsons Leather of Virginia Inc.
Wilsons Leather of West Virginia Inc.
Wilsons Leather of Wisconsin Inc.
WWT, Inc.
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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The authorized officer of each of the
foregoing corporations
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