Exhibit 10.1

EXECUTION COPY

FIFTH AMENDED AND RESTATED LOAN AGREEMENT

By and Among

WASHINGTON MUTUAL BANK
The Several Lenders from Time to Time Parties Hereto
as the Lenders

and

WASHINGTON MUTUAL BANK
as the Letter of Credit Issuer and the Credit Card Issuer

and

CUTTER & BUCK INC.
as the Borrower

and

WASHINGTON MUTUAL BANK
as the Administrative Agent to the Lenders, the Letter of Credit Issuer
and the Credit Card Issuer

Dated as of January 23, 2003

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|ARTICLE I DEFINITIONS AND ACCOUNTING TERMS     |              | 1 
|---------------------------------------------- | ------------ | --
|                                               | Section 1.1  |   
|                                               | Section 1.2  |   
|                                               | Section 1.3  |   
|ARTICLE II AMOUNTS AND TERMS OF THE BORROWINGS |              | 8 
|                                               | Section 2.1  |   
|                                               | Section 2.2  |   
|                                               | Section 2.3  |   
|                                               | Section 2.4  |   
|                                               | Section 2.5  |   
|                                               | Section 2.6  |   
|                                               | Section 2.7  |   
|                                               | Section 2.8  |   
|                                               | Section 2.9  |   
|                                               | Section 2.10 |   
|                                               | Section 2.11 |   
|                                               | Section 2.12 |   
|                                               | Section 2.13 |   
|ARTICLE III CONDITIONS OF BORROWING            |              | 19
|                                               | Section 3.1  |   
|                                               | Section 3.2  |   
|ARTICLE IV REPRESENTATIONS AND WARRANTIES      |              | 20
|                                               | Section 4.1  |   
|                                               | Section 4.2  |   
|                                               | Section 4.3  |   
|                                               | Section 4.4  |   
|                                               | Section 4.5  |   
|                                               | Section 4.6  |   
|                                               | Section 4.7  |   
|                                               | Section 4.8  |   
|                                               | Section 4.9  |   
|                                               | Section 4.10 |   
|                                               | Section 4.11 |   
|                                               | Section 4.12 |   
|                                               | Section 4.13 |   
|                                               | Section 4.14 |   
|                                               | Section 4.15 |   
|ARTICLE V COVENANTS OF THE BORROWER            |              | 22
|                                               | Section 5.1  |   
|                                               | Section 5.2  |   
|                                               | Section 5.3  |   

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|ARTICLE VI EVENTS OF DEFAULT         |                                               | 25
|------------------------------------ | --------------------------------------------- | --
|                                     | Section 6.1                                   |   
|                                     | Section 6.2                                   |   
|                                     | Section 6.3                                   |   
|                                     | Section 6.4                                   |   
|                                     | Section 6.5                                   |   
|ARTICLE VII THE ADMINISTRATIVE AGENT |                                               | 28
|                                     | Section 7.1                                   |   
|                                     | Section 7.2                                   |   
|                                     | Section 7.3                                   |   
|                                     | Section 7.4                                   |   
|                                     | Section 7.5                                   |   
|                                     | Section 7.6                                   |   
|                                     | Section 7.7                                   |   
|                                     | Section 7.8                                   |   
|                                     | Section 7.9                                   |   
|ARTICLE VIII MISCELLANEOUS           |                                               | 30
|                                     | Section 8.1                                   |   
|                                     | Section 8.2                                   |   
|                                     | Section 8.3                                   |   
|                                     | Section 8.4                                   |   
|                                     | Section 8.5                                   |   
|                                     | Section 8.6                                   |   
|                                     | Section 8.7                                   |   
|                                     | Section 8.8                                   |   
|                                     | Section 8.9                                   |   
|                                     | Section 8.10                                  |   
|                                     | Section 8.11                                  |   
|                                     | Section 8.12                                  |   
|                                     | Section 8.13                                  |   
|EXHIBIT A                            | FORM OF REVOLVING FACILITY NOTE               |   
|EXHIBIT B                            | BORROWING BASE REPORT                         |   
|EXHIBIT C                            | FORM OF NOTICE OF BORROWING                   |   
|EXHIBIT D                            | FORM OF ASSIGNMENT AND ACCEPTANCE             |   
|EXHIBIT E                            | COMMITMENT AMOUNTS                            |   
|EXHIBIT F                            | FORM OF COLLATERAL ACCOUNT SECURITY AGREEMENT |   

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FIFTH AMENDED AND RESTATED LOAN AGREEMENT

THIS FIFTH AMENDED AND RESTATED LOAN AGREEMENT (this "Agreement") dated as of January 23, 2003 is made by and among CUTTER & BUCK INC., a
Washington corporation (the "Borrower"), WASHINGTON MUTUAL BANK, a Washington corporation ("Washington Mutual"), the several banks and other financial institutions from time to time parties to this
Agreement (including Washington Mutual in its capacity as a lender, the "Lenders"), Washington Mutual, as issuer of letters of credit (the "Letter of Credit Issuer"), as issuer of credit cards (the
"Credit Card Issuer"), and as administrative agent (the "Administrative Agent") in such capacity, for the Lenders, the Letter of Credit Issuer and the Credit Card Issuer (the "Creditor Parties"). This
Agreement amends and restates in its entirety the Fourth Amended and Restated Loan Agreement dated as of March 31, 2002 by and among the Borrower, Washington Mutual, and other Lenders including
BANK OF AMERICA, N.A., a national banking association ("BofA") and the Creditor Parties (the "Prior Loan Agreement"), as well as the Third Amended and Restated Loan Agreement dated as of
November 3, 2000 as modified by a Modification Agreement re Third Amended and Restated Loan Agreement dated as of July 31, 2001 (collectively, the "Third Loan Agreement"), the Second
Amended and Restated Loan Agreement dated as of July 28, 2000 (the "Second Loan Agreement"), and the Amended and Restated Loan Agreement dated April 28, 1999 among the Borrower,
Washington Mutual (then doing business as Western Bank) and BofA (then known as Bank of America National Trust and Savings Association doing business as Scafirst Bank) (the "Original Loan Agreement").

RECITALS

The Borrower, Washington Mutual and BofA were parties to the Prior Loan Agreement, the Third Loan Agreement, the Second Loan Agreement and the Original Loan
Agreement pursuant to which Washington Mutual and BofA agreed to provide certain credit facilities to the Borrower.

The
Borrower and Washington Mutual are making this Agreement for several purposes, including the following: to reduce the Revolving Commitment amount to $20,000,000 in order to allow
BofA to exit the existing facility and to allow the Borrower adequate time to secure alternative long-term financing; to add new collateral; and to amend or adjust the (i) Borrowing
Base for Advances, (ii) pricing with respect to Advances, (iii) commitment fee, and (iv) certain financial reporting requirements and financial covenants. The execution of the
Assignment and Acceptance (defined below) and the execution of this Agreement shall terminate the loan commitment obligations of BofA under the Prior Loan Agreement and the Security Agreement (defined
below). The Borrower and Washington Mutual (in its various capacities) desire to amend and restate the Prior Loan Agreement to reflect the foregoing.

Accordingly,
the parties agree as follows:

ARTICLE I    DEFINITIONS AND ACCOUNTING TERMS

Section 1.1Certain Defined Terms.As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):



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Section 1.2Computation of Time Periods.In this Agreement, in the computation of periods of time from a
specified date to a later specified date: (a) the word "from" means "from and including," (b) the words "to" and "until" each means "to but excluding"; and (c) the word "through"
means "through and including."

Section 1.3Accounting Terms.All accounting terms not specifically defined in this Agreement shall be
construed, and all accounting procedures shall be performed, in accordance with GAAP applicable as of the date of this Agreement, consistently applied.

ARTICLE II        AMOUNTS AND TERMS OF THE BORROWINGS

Section 2.1The Revolving Facility.Subject to the terms and conditions of this Agreement, each Lender
severally agrees to make available to the Borrower for working capital and general corporate purposes its Commitment Percentage of a revolving credit facility (the "Revolving Facility") in the maximum
amount of $20,000,000 (the "Revolving Commitment"), consisting of (i) Floating Rate

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Advances, (ii) Standby Letters of Credit, (iii) Commercial Letters of Credit, (iv) Credit Cards, and (v) Acceptances; provided, however, that:



Section 2.2The Borrowings.



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Section 2.3Procedure for Borrowings.



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Section 2.4Interest Rates; Late Charges.



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Section 2.5Repayment.



Section 2.6Fees.



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Section 2.7Prepayments.



Section 2.8Payments and Computations.



Section 2.9Increased Costs.



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Section 2.10Illegality.Notwithstanding any other provision of this Agreement, if the introduction of or
any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for a Creditor Party to
perform its obligations hereunder to purchase risk participations in any Letter of Credit or Credit Card, for the Letter of Credit Issuer to issue or maintain Letters of Credit or for the Credit Card
Issuer to issue or maintain Credit Cards, such Creditor Parties may, by notice to the Borrower, suspend the right of the Borrower to request Letters of Credit to be issued, as the case may be.

Section 2.11Evidence of Debt.The Advances made by the Lenders to the Borrower, and the obligations of
the Borrower to both reimburse the Letter of Credit Issuer for draws on Letters of Credit and reimburse the Credit Card Issuer for disbursements made under Credit Cards, shall be evidenced by a
Note payable to the order of each Lender in a principal amount equal to such Lender's Commitment Percentage of the Revolving Commitment. Each Lender may maintain in accordance with its usual practice
an account or accounts evidencing the Indebtedness of the Borrower resulting from Advances and payments made from time to time hereunder. In any legal action or proceeding in respect of this Agreement
or the Notes, the entries made in such account or accounts shall be presumptive evidence of the existence and amounts of the obligations of the Borrower therein recorded, if made reasonably and in
good faith.

Section 2.12Collateral and Cash Collateral.As security for the Obligations and for the performance by
the Borrower of its other obligations hereunder and under all the other Loan Documents, the Borrower shall grant to the Administrative Agent, on behalf of and for the benefit of each Lender, the
Letter of Credit Issuer, and the Credit Card Issuer, an attached, fully perfected, first-priority security interest in the Collateral and the Cash Collateral, subject to the terms of the Security
Agreement and the Collateral Account Security Agreement, respectively.

Section 2.13Use of Proceeds.Proceeds of the Revolving Facility Advances and disbursements made under
Credit Cards shall be used for general corporate purposes of the Borrower, including for repayment of any other Advances and reimbursement of draws under Letters of Credit.

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ARTICLE III    CONDITIONS OF BORROWING

Section 3.1Conditions Precedent to Effective Date.The occurrence of the Effective Date is subject to
the condition precedent that the Administrative Agent shall have received in form and substance satisfactory to the Administrative Agent and all duly executed by the parties thereto:



Section 3.2Conditions Precedent to Each Borrowing.The obligation of the Lenders to make or continue
Revolving Facility Advances, or the obligation of the Letter of Credit Issuer to issue Letters of Credit or the Credit Card Issuer to issue Credit Cards, shall be subject to the following further
conditions precedent:



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ARTICLE IV    REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants as follows:

Section 4.1Organization.The Borrower is a corporation which is duly organized, validly existing, and in
good standing under the laws of the State of Washington. The Borrower has the full power and authority to own its properties and to transact the businesses in which it is presently engaged or
presently proposes to engage. The Borrower also is duly qualified as a foreign corporation and is in good standing in all states in which the failure to so qualify would have a material adverse effect
on its businesses or financial condition.

Section 4.2Authorization.The execution, delivery, and performance of this Agreement and all other Loan
Documents by the Borrower, to the extent to be executed, delivered or performed by the Borrower, have been duly authorized by all necessary action by the Borrower; do not require the consent or
approval of any other person, regulatory authority or governmental body; and do not conflict with, result in a violation of, or constitute a default under (a) any provision of its articles of
incorporation or bylaws, or any agreement or other instrument binding upon the Borrower or (b) any law, governmental regulation, court decree, or order applicable to the Borrower.

Section 4.3Financial Information.Each financial statement of the Borrower supplied to the
Administrative Agent truly and completely disclosed the Borrower's financial condition as of the date of the statement, and there has been no material adverse change in the Borrower's financial
condition

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subsequent to the date of the most recent financial statement supplied to the Administrative Agent. The Borrower has no material contingent obligations except as disclosed in such financial
statements.

Section 4.4Legal Effect.This Agreement constitutes, and any instrument or agreement required hereunder
to be given by the Borrower when delivered will constitute, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to
applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Section 4.5Properties.Except for Permitted Liens, capital leases and real property leases, the Borrower
owns and has good title to all of the Borrower's properties free and clear of all Liens, and has not executed any security documents or financing statements relating to such properties. All of the
Borrower's properties are titled in the Borrower's legal name, and the Borrower has not used, or filed a financing statement under, any other name for at least the last five (5) years.

Section 4.6Hazardous Substances.The Borrower's use of its properties comply in all material respects
with all applicable laws and regulations relating to the environment, including all laws and regulations relating to pollution and environmental control.

Section 4.7Litigation and Claims.No litigation, claim, investigation, administrative proceeding or
similar action (including those for unpaid taxes) against the Borrower is pending or threatened, and no other event of a similar nature has occurred which may materially adversely affect the
Borrower's financial condition or properties, except for (a) litigation, claims, or other events, if any, that have been disclosed to and acknowledged by each of the Lenders in writing and
(b) threatened or pending claims which, if adversely determined against the Borrower, would not either individually or in the aggregate exceed $150,000.

Section 4.8Taxes.To the best of the Borrower's knowledge, all tax returns and reports of the Borrower
that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by the
Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.

Section 4.9Lien Priority.Unless otherwise previously disclosed to each of the Lenders in writing and
except for Permitted Liens, the Borrower has not entered into or granted any Lien, or permitted the filing or attachment of any Lien on or affecting any of the Collateral that would be prior or that
may in any way be superior to the Administrative Agent's Lien and rights, on behalf of the Creditor Parties, in and to such Collateral. At or prior to the Effective Date, Borrower has granted to the
Administrative Agent, on behalf of and for the benefit of each of the Creditor Parties, an attached, fully perfected, first-priority security interest in the Collateral, subject to the terms of the
Security Agreement.

Section 4.10Binding Effect.This Agreement and all of the other Loan Documents are binding upon the
Borrower as well as upon the Borrower's successors, representatives and assigns, and are legally enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency or
similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Section 4.11Commercial Purposes.The Borrower intends to use the proceeds of all Advances solely for
business or commercial related purposes.

Section 4.12Employee Benefit Plans.Each employee benefit plan as to which the Borrower may have any
liability complies in all material respects with all applicable requirements of law and regulations, and (a) no Reportable Event or Prohibited Transaction (as defined in ERISA) has occurred
with respect to any such plan, (b) the Borrower has not withdrawn from any such plan or initiated

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steps to do so, (c) no steps have been taken to terminate any such plan, and (d) there are no unfunded liabilities other than those previously disclosed to the Lenders in writing.

Section 4.13Location of The Borrower's Offices and Records.The Borrower confirms that it is an
organization and has more than one place of business. The Borrower's chief executive office is located at 701 N. 34th Street, Seattle, Washington 98103. Unless the Borrower has designated otherwise in
writing, the Borrower's chief executive office is also the place where the Borrower keeps its records concerning the Collateral.

Section 4.14Information.All information furnished by the Borrower to either the Administrative Agent or
the Lenders for the purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all information hereafter furnished by or on behalf of the Borrower to either the
Administrative Agent or the Lenders will be, true and accurate in every material respect on the date as of which such information is dated or certified; and none of such information is or will be
incomplete by omitting to state any material fact necessary to make such information not misleading.

Section 4.15Survival of Representations and Warranties.The Borrower understands and agrees that the
Lenders, without independent investigation, are relying upon the above representations and warranties in extending the Revolving Facility to the Borrower. The Borrower further agrees that the
foregoing representations and warranties shall be continuing in nature and shall remain in full force and effect until such time as the Borrower's Indebtedness under this Agreement shall be paid in
full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.

ARTICLE V    COVENANTS OF THE BORROWER

Section
5.1Affirmative Covenants.So long as any Obligations remain Outstanding, the Borrower covenants and
agrees that it will:



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Section 5.2Negative Covenants.So long as any Obligations remain Outstanding, the Borrower covenants and agrees that
it will not:



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Section 5.3Financial Covenants.So long as any Obligations remain Outstanding, the Borrower covenants
and agrees that unless it receives the prior written consent of the Required Lenders, it will:



ARTICLE VI    EVENTS OF DEFAULT

Section 6.1Events of Default.The following events shall constitute events of default hereunder ("Events
of Default"):



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Provided,
however, that none of the foregoing events (other than those referred to in paragraph (a)) shall constitute an Event of Default hereunder if (i) it is curable and
if the Borrower has not been given a notice of a similar default within the preceding twelve (12) months and (ii) the Borrower, after receiving written notice from the Administrative
Agent demanding cure of such default, (A) cures the default within fifteen (15) days or (B) if the cure requires more than fifteen (15) days, immediately initiates steps
which the Required Lenders deem in their sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance
as soon as reasonably practical.

Section 6.2Remedies.If an Event of Default shall have occurred and be continuing, the Administrative
Agent may, by notice to the Borrower, (a) declare the obligation of the Lenders to make Advances, the obligation of the Letter of Credit Issuer to issue Letters of Credit and accept Drafts and
the obligation of the Credit Card Issuer to issue a Credit Card to be terminated, whereupon the same shall forthwith terminate, and (b) declare (i) the Notes and all interest thereon,
(ii) an amount equal to the stated amount of each Outstanding Letter of Credit (notwithstanding that the obligation of the Borrower to reimburse any draws under any such Letter of Credit may be
contingent or not matured), (iii) an amount equal to the aggregate amount of disbursements made under any issued Credit Cards, and (iv) all other Obligations (whether or not contingent
or unmatured) to be immediately due and payable, whereupon the Notes, all such interest, all such amounts payable with respect to Outstanding Letters of Credit and issued Credit Cards and all such
other Obligations shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower;
provided, however, that if an Event of Default under Section 6.1(f) shall occur, (A) the obligation of the Lenders to make Advances, the obligation of the Letter of Credit Issuer to
issue Letters of Credit and accept Drafts and the obligation of the Credit Card Issuer to issue Credit Cards shall automatically be terminated and

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(B) the Notes, all interest thereon, an amount equal to the stated amount of each Outstanding Letter of Credit (notwithstanding that the obligation of the Borrower to reimburse any draws under
any such Letter of Credit may be contingent or not matured), an amount equal to the aggregate amount of disbursements made under any issued Credit Cards and all other obligations (whether or not
contingent or unmatured) shall automatically become and be immediately due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the
Borrower.

Section 6.3Adjustments, Right of Set-Off.



Section 6.4Cumulative Remedies.If an Event of Default shall occur and be continuing, the Administrative
Agent on behalf of the Creditor Parties may proceed to enforce the Loan Documents by exercising such remedies as are available thereunder or in respect thereof under applicable law, whether for
specific performance of any covenant or other agreement contained in the Loan Documents or in aid of the exercise of any power granted in the Loan Documents. No remedy conferred in this Agreement or
the other Loan Documents is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or therein
or now or hereafter existing at law, in equity, by statute or otherwise.

Section 6.5Application of Payments.After the occurrence and during the continuance of an Event of
Default, the Administrative Agent on behalf of the Creditor Parties shall apply all funds received in respect of amounts owing under this Agreement and the other Loan Documents in such order as the
Required Lenders may determine in their sole discretion notwithstanding any instruction from the Borrower.

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ARTICLE VII        THE ADMINISTRATIVE AGENT

Section 7.1Appointment.Each Creditor Party hereby irrevocably designates and appoints the
Administrative Agent as the agent of such Creditor Party under this Agreement and the other Loan Documents, and each such Creditor Party irrevocably authorizes the Administrative Agent, in such
capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Creditor Party, and
no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

Section 7.2Delegation of Duties.The Administrative Agent may execute any of its duties under this
Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 7.3Exculpatory Provisions.Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates shall be (i) liable to any of the Creditor Parties for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Loan Document (except for its or such Person's own gross negligence or willful misconduct) or (ii) responsible in any manner to
any of the Creditor Parties for any recitals, statements, representations or warranties made by the Borrower or any representative thereof contained in this Agreement or any other Loan Document or in
any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or
for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any
failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Creditor Party to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower.

Section 7.4Reliance by Administrative Agent.The Administrative Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the
Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in taking any action or in failing or refusing to take any
action under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Creditor Parties and all future holders of the obligations owing by the Borrower hereunder.

Section 7.5Notice of Default.The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Creditor Party or the Borrower referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of default". In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof
to the Creditor Parties. The Administrative Agent shall take such action with respect to such

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Default or Event of Default as shall be reasonably directed by the Required Creditor Parties; provided that unless and until the Administrative Agent shall have received such directions, and the
Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best
interests of the Creditor Parties.

Section 7.6Non-Reliance on Administrative Agent and Other Creditor Parties.Each Creditor
Party expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation
or warranty by the Administrative Agent to any Creditor Party. Each Creditor Party represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent
or any other Creditor Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial
and other condition and creditworthiness of the Borrower and made its own decision to make Advances hereunder and enter into this Agreement. Each Creditor Party also represents that it will,
independently and without reliance upon the Administrative Agent or any other Creditor Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as
to the business, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the
Creditor Parties by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any Creditor Party with any credit or other information concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.

Section 7.7Indemnification.The Creditor Parties agree to indemnify the Administrative Agent in its
capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Commitment Percentages in effect on
the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the aggregate Advances Outstanding shall have been
reduced to zero, ratably in accordance with their Commitment Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the amounts owing hereunder) be imposed on, incurred by
or asserted against the Administrative Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no
Creditor Party shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely
from the Administrative Agent's gross negligence or willful misconduct. The agreements in this Article VII shall survive the payment of the Loans and all other amounts payable hereunder.

Section 7.8Administrative Agent in Its Individual Capacity.The Administrative Agent and its Affiliates
may make loans to, accept deposits from and generally engage in any kind of business with the Borrower as though the Administrative Agent were not the Administrative Agent hereunder and under the
other Loan Documents. With respect to the Advances made by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any

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Creditor Party and may exercise the same as though it were not the Administrative Agent, and the term "Creditor Party" shall include the Administrative Agent in its individual capacity.

Section 7.9Successor Administrative Agent.The Administrative Agent may resign as Administrative Agent
upon 30 days' notice to the Creditor Parties. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall
appoint from among the Creditor Parties a successor agent for the Creditor Parties, which successor agent shall be approved by the Borrower, whereupon such successor agent shall succeed to the rights,
powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's
rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement.
After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement and the other Loan Documents.

ARTICLE VIII        MISCELLANEOUS

Section 8.1Amendments.An amendment, modification or waiver of any provision of this Agreement or the
other Loan Documents, or a consent to any departure by the Borrower therefrom, including any amendment, modification or waiver reducing the amount of principal of an Outstanding Advance, extending the
Termination Date or reducing the stated amount of any interest, fee or other amount payable to any Creditor Party under this Agreement, or any amendment, modification or waiver of any provision of
this Section 8.1, or any amendment reducing the percentage specified in the definition of "Required Lenders", or any consent to the assignment or transfer by the Borrower of any of its rights
and obligations under this Agreement and the other Loan Documents, shall be effective against the Creditor Parties if, but only if, it shall be in writing and approved and signed by the Required
Lenders, and then such a waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that: (a) any amendment,
modification or waiver of any provision of Article VII must be approved by written consent of the Administrative Agent and the Required Lenders; (b) any amendment, modification or waiver
of any provision of Section 2.2(b) must be approved by written consent of the Letter of Credit Issuer and the Required Lenders; and (c) any amendment, modification or waiver of any
provision of Section 2.2(c) must be approved by written consent of the Credit Card Issuer and the Required Lenders.

Section 8.2Notices.

Except
as otherwise specifically provided in this Agreement, all notices and other communications provided for hereunder shall be in writing (including telecopier) and mailed, telecopied
or otherwise transmitted or delivered, as follows:



If
to a Lender, the Administrative Agent, the Letter of Credit Issuer, the Credit Card Issuer, or any other Creditor Party, at the address as set forth under its name on the signature
page of this Agreement; or, as to any party, at such other address as shall be designated by such party in a written notice to the other party or parties.

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All
such notices and communications shall, (i) if mailed, be effective three (3) Business Days following deposit in the United States mail, postage prepaid, (ii) if
delivered by air courier, be effective the first Business Day following transmittal to the air courier and (iii) if telecopied, be effective when telecopied and electronic confirmation of
transmission is received, except that notices and communications to the Administrative Agent, the Letter of Credit Issuer or the Credit Card Issuer pursuant to Article II shall not be effective
until received by the Administrative Agent, the Letter of Credit Issuer or the Credit Card Issuer, as the case may be. A notice received by the Administrative Agent, the Letter of Credit Issuer or the
Credit Card Issuer by telephone pursuant to a provision of this Agreement providing for telephone notice shall be effective if such party believes in good faith that it was given by an Authorized
Officer of the Borrower and acts pursuant thereto, notwithstanding the absence of written confirmation.

Section 8.3No Waiver; Remedies.No failure on the part of the Administrative Agent to exercise, and no
delay in exercising, on behalf of the Creditor Parties, any right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right
hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right. The remedies provided herein and in the other Loan Documents are
cumulative and not exclusive of any remedies provided by law.

Section 8.4Costs and Expenses; Indemnification.



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Section 8.5Binding Effect; Successors and Assigns; Participations and Assignments.



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Section 8.6Execution in Counterparts.This Agreement may be executed in any number of counterparts and
by different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 8.7Governing Law.All of the Loan Documents shall be governed by and construed in accordance
with the laws of the state of Washington, without regard to the choice of law provisions or principles of Washington law, except to the extent that the Uniform Commercial Code as enacted in

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the state of Washington provides that the validity or perfection of any security interests in, or remedies in respect of, any particular Collateral are governed by the laws of a jurisdiction other
than the state of Washington (the "Governing Laws"). Except as otherwise provided in this Agreement or any of the other Loan Documents and unless inconsistent with any provision of the Governing Laws
that cannot be waived, the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce ("UCP") as in effect from time to time are fully incorporated herein and shall
apply to all Letters of Credit issued hereunder.

Section 8.8Mediation/Arbitration Provisions.



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Section 8.9Severability.Any provision of the Loan Documents that is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such prohibition or unenforceability in such jurisdiction without invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction. To the extent permitted by applicable law, the parties waive any provision of law which renders any provision of any other Loan Documents
prohibited or unenforceable in any respect.

Section 8.10Entire Agreement.This Agreement and the other Loan Documents constitute the final and
complete expression of the parties with respect to the transactions contemplated by this Agreement and replace and supersede all prior discussions, negotiations and understandings with respect
thereto. Neither this Agreement nor any term hereof nor of the other Loan Documents may be changed, waived, discharged or terminated except as provided herein.

Section 8.11Descriptive Headings.The descriptive headings of the various provisions of this Agreement
are for convenience of reference only, do not constitute a part hereof, and shall not affect the meaning or construction of any provision hereof.

Section 8.12Gender, Number, Interpretation.Whenever appropriate to the meaning of this Agreement or the
other Loan Documents, use of the singular shall be deemed to refer to the plural, the use of the plural to the singular, and pronouns of certain gender to either or both the other genders. Whenever
the word "including" is used in this Agreement, it shall be read to mean "including but not limited to."

Section 8.13Confirmation of Security Documents.The Borrower acknowledges and agrees that each of the
Security Documents continues, and will continue, in full force and effect to secure all of the obligations of the Borrower under this Agreement and any other Loan Documents,

[SIGNATURES
FOLLOW]

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The parties have duly executed and delivered this Agreement as of the date first written above.



|BORROWER:                                                              |  | CUTTER & BUCK INC.                                                                                       
|---------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------
|                                                                       |  | By:                                                                                                      
|                                                                       |  | Name:                                                                                                    
|                                                                       |  | Its:                                                                                                     
|ADMINISTRATIVE AGENT, LETTER OF CREDIT ISSUER, AND CREDIT CARD ISSUER: |  | WASHINGTON MUTUAL BANK                                                                                   
|                                                                       |  | By:                                                                                                      
|                                                                       |  | Name:                                                                                                    
|                                                                       |  | Its:                                                                                                     
|                                                                       |  | Address for Notices:                                                                                     
|                                                                       |  | 1201 Third Avenue, Suite 1000
Seattle, Washington 98101
Attention: Peter Bentley
Telecopy: (206) 377-2575
|OTHER CREDITOR PARTIES:                                                |  | WASHINGTON MUTUAL BANK                                                                                   
|                                                                       |  | By:                                                                                                      
|                                                                       |  | Name:                                                                                                    
|                                                                       |  | Its:                                                                                                     
|                                                                       |  | Address for Notices:                                                                                     
|                                                                       |  | 1201 Third Avenue, Suite 1000
Seattle, Washington 98101
Attention: Peter Bentley
Telecopy: (206) 377-2575

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