Joinder Agreement to Store Guarantors' Guaranty among General Electric Capital Corporation, Bentley's Luggage Corp., and Florida Luggage Corp.

Summary

This agreement, dated April 13, 2001, adds Bentley's Luggage Corp. and Florida Luggage Corp. as new guarantors to an existing credit agreement involving General Electric Capital Corporation, Wilsons Leather Holdings Inc., and other parties. The new guarantors agree to guarantee payment and performance of obligations under the original Store Guarantors' Guaranty, as if they had signed it from the start. This joinder is a condition for the acquisition of Bentley's Luggage Corp. and ensures the new entities are bound by the same terms as the original guarantors.

EX-10.1 2 dex101.txt JOINDER AGREEMENT EXHIBIT 10.1 JOINDER AGREEMENT ----------------- 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/ Michael J. McKay ------------------------------------------ Name: Michael J. McKay ---------------------------------------- Title: Duly Authorized Signatory --------------------------------------- NEW STORE GUARANTORs: BENTLEY'S LUGGAGE CORP. By: /s/ Peter G. Michielutti ------------------------------------------ Name: Peter G. Michielutti ---------------------------------------- Title: Senior Vice President and Chief Financial Officer --------------------------------------- FLORIDA LUGGAGE CORP. By: /s/ Peter G. Michielutti ------------------------------------------ Name: Peter G. Michielutti ---------------------------------------- Title: Senior Vice President and Chief Financial Officer --------------------------------------- 2 EXHIBIT A --------- STORE GUARANTORS' GUARANTY