0000950152-08-004665 Sample Contracts

THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 17th, 2008 • Wilsons the Leather Experts Inc • Retail-family clothing stores • Illinois

This THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of this 14th day of February, 2008 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 Amendment shall have the meanings ascribed to them by the Credit Agreement (as hereinafter defined).

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AGENCY AGREEMENT
Agency Agreement • June 17th, 2008 • Wilsons the Leather Experts Inc • Retail-family clothing stores • Illinois

This Agency Agreement is made as of this 14th day of February, 2008, by and between a joint venture composed of HILCO MERCHANT RESOURCES, LLC, GORDON BROTHERS RETAIL PARTNERS, LLC and HILCO REAL ESTATE, LLC (the “Agent”) and ROSEDALE WILSONS, INC., WILSONS LEATHER HOLDINGS INC., AND THOSE ENTITIES LISTED ON EXHIBIT 1A HERETO, all with a principal place of business at 7401 Boone Avenue North, Brooklyn Park, Minnesota 55428 (jointly and severally, the “Merchant”).

FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 17th, 2008 • Wilsons the Leather Experts Inc • Retail-family clothing stores • Illinois

This FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of this 25th day of February, 2008 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 Amendment shall have the meanings ascribed to them by the Credit Agreement (as hereinafter defined).

AGREEMENT
Agreement • June 17th, 2008 • Wilsons the Leather Experts Inc • Retail-family clothing stores • Minnesota

THIS AGREEMENT (this “Agreement”) is made and entered into by and between Michael M. Searles, a resident of Minnesota (“Executive”), and Wilsons The Leather Experts Inc., a Minnesota corporation (the “Company”).

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