Use these links to rapidly review the documentExhibit 10.3.2

Exhibit 10.3.2



CREDIT
AGREEMENT

between

COLDWATER
CREEK INC.,

and

WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Dated
as of January 27, 2005



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TABLE OF CONTENTS



|             |       |                            
|------------ | ----- | ---------------------------
|SECTION I.   |       | DEFINITIONS; INTERPRETATION
|             | 1.01. |                            
|             | 1.02. |                            
|             | 1.03. |                            
|             | 1.04. |                            
|             | 1.05. |                            
|             | 1.06. |                            
|             | 1.07. |                            
|             | 1.08. |                            
|             | 1.09. |                            
|             | 1.10. |                            
|             | 1.11. |                            
|             | 1.12. |                            
|SECTION II.  |       | CREDIT FACILITIES          
|             | 2.01. |                            
|             | 2.02. |                            
|             | 2.03. |                            
|             | 2.04. |                            
|             | 2.05. |                            
|             | 2.06. |                            
|             | 2.07. |                            
|             | 2.08. |                            
|             | 2.09. |                            
|             | 2.10. |                            
|             | 2.11. |                            
|             | 2.12. |                            
|             | 2.13. |                            
|             | 2.14. |                            
|SECTION III. |       | CONDITIONS PRECEDENT       
|             | 3.01. |                            
|             | 3.02. |                            
|             | 3.03. |                            
|             | 3.04. |                            
|             |       |                            

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|SECTION IV.   |       | REPRESENTATIONS AND WARRANTIES
|------------- | ----- | ------------------------------
|              | 4.01. |                               
|              | 4.02. |                               
|SECTION V.    |       | COVENANTS                     
|              | 5.01. |                               
|              | 5.02. |                               
|              | 5.03. |                               
|SECTION VI.   |       | DEFAULT                       
|              | 6.01. |                               
|              | 6.02. |                               
|SECTION VII.  |       | [Intentionally omitted]       
|SECTION VIII. |       | MISCELLANEOUS                 
|              | 8.01. |                               
|              | 8.02. |                               
|              | 8.03. |                               
|              | 8.04. |                               
|              | 8.05. |                               
|              | 8.06. |                               
|              | 8.07. |                               
|              | 8.08. |                               
|              | 8.09. |                               
|              | 8.10. |                               
|              | 8.11. |                               
|              | 8.12. |                               
|              | 8.13. |                               
|              | 8.14. |                               
|              | 8.15. |                               
|              | 8.16. |                               
|              |       |                               

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|EXHIBIT A |  | NOTICE OF LIBOR LOAN BORROWING                    
|--------- |  | --------------------------------------------------
|EXHIBIT B |  | NOTICE OF REVOLVING LOAN CONVERSION               
|EXHIBIT C |  | NOTICE OF REVOLVING LOAN INTEREST PERIOD SELECTION
|EXHIBIT D |  | [INTENTIONALLY OMITTED]                           
|EXHIBIT E |  | REVOLVING LOAN NOTE                               
|EXHIBIT F |  | [INTENTIONALLY OMITTED]                           
|EXHIBIT G |  | [INTENTIONALLY OMITTED]                           
|EXHIBIT H |  | COMPLIANCE CERTIFICATE                            

|SCHEDULES        |  |   |  |                                          
|---------------- |  | - |  | -----------------------------------------
|SCHEDULE I       |  |  |  | [INTENTIONALLY OMITTED]                  
|SCHEDULE II      |  |   |  | THE EXISTING COMMERCIAL LETTERS OF CREDIT
|SCHEDULE 4.01(g) |  |  |  | LITIGATION/PENDING MEDIATION             
|SCHEDULE 4.01(k) |  |   |  | MULTIEMPLOYER PLANS                      
|SCHEDULE 4.01(o) |  |  |  | SUBSIDIARIES OF THE BORROWER             
|SCHEDULE 4.01(v) |  |  |  | AGREEMENTS WITH AFFILIATES, ETC.         
|SCHEDULE 5.02(a) |  |  |  | EXISTING INDEBTEDNESS                    
|SCHEDULE 5.02(b) |  |  |  | EXISTING LIENS                           
|SCHEDULE 5.02(e) |  |  |  | EXISTING INVESTMENTS                     

iii

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of January 27, 2005, is entered into by and between COLDWATER CREEK INC., a Delaware corporation (the
"Borrower") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Lender") and as
L/C issuer (in such capacity, "L/C Issuer").

RECITALS

A.    The
Borrower has requested that the Lender provide certain credit facilities to the Borrower.

B.    The
Lender is willing to provide such credit facilities upon the terms and subject to the conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants herein contained, the parties hereto hereby agree as follows:



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Pricing Grid
(rates are expressed in basis pointsper annum)
(One basis point equals .01%)

|Tier |  | Leverage Ratio |  | Applicable Margin
for LIBOR Loans
(bps) |  | Applicable Margin for
Base Rate Loans
(including Sweep Loans)
(bps) |  | Unused Commitment
Fee Percentage (bps)
|---- |  | -------------- |  | --------------------------------------- |  | ------------------------------------------------------------------- |  | --------------------------------------
|1    |  | < 1.50         |  | 100.0                                   |  | 100.0                                                               |  | 25.0                                  
|2    |  | 3 1.50, < 2.00 |  | 125.0                                   |  | 125.0                                                               |  | 25.0                                  
|3    |  | 3 2.00, < 2.50 |  | 150.0                                   |  | 150.0                                                               |  | 37.5                                  
|4    |  | 3 2.50         |  | 175.0                                   |  | 175.0                                                               |  | 37.5                                  

From
the Closing Date through and including March 31, 2005, the Applicable Margin and Unused Commitment Fee shall be those set forth in Tier 2. From and after April 1,
2005, any increase or decrease in the Applicable Margin resulting from a change in the Leverage Ratio shall become effective as of the first day of the month after the Compliance Certificate has been
timely delivered pursuant toSection 5.01(a)hereof;provided, however, that if the Compliance
Certificate is not timely delivered for a Fiscal Quarter in accordance with such Section, then Tier 4 shall apply as of
the first day of the month after it was due.



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The
submission by the Borrower to Lender of each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate
Loan) and each Notice of Interest Period Selection shall be deemed to be a representation and warranty by the Borrower that each of the statements set forth above in this Section 3.02(b)is true
and correct as of the date of such notice.

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| |  | Lender and L/C Issuer: |  | Wells Fargo Bank, National Association
MAC U1858-032
P.O. Box 7069
Boise, ID 83730
Attention: Brian W. Cook
| |  | ---------------------- |  | -----------------------------------------------------------------------------------------------------------
| |  |                        |  | Tel. No. 208-393-2162
Fax No. 208-393-2472
email: bcook@wellsfargo.com                                     
| |  |                        |  |                                                                                                            

52

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| |  | The Borrower:                                                           |  | Coldwater Creek Inc.
One Coldwater Creek Drive
Sandpoint, ID 83864
Attention: Vice President, Finance
| |  | ----------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------
| |  |                                                                         |  | Tel. No. 208-265-7385
Fax No. 208-265-7108
email: DHuesers@thecreek.com                              
| |  | With a copy (for notices of Defaults and/or Events of Default only) to:
| |  |                                                                         |  | Coldwater Creek Inc.
One Coldwater Creek Drive
Sandpoint, ID 83864
Attention: Legal Department       
| |  |                                                                         |  | Tel. No. 208-265-7166
Fax No. 208-265-7108
email: TRuthenb@thecreek.com                              



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[Signature
page follows.]

59

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IN
WITNESS WHEREOF, the Borrower, the Lender, and the L/C Issuer, have caused this Agreement to be executed as of the day and year first above written.

| |  | BORROWER:                                   
| |  | --------------------------------------------
| |  | COLDWATER CREEK INC., a Delaware corporation
| |  | By:                                         
| |  |                                             
| |  | Name:                                       
| |  |                                             
| |  | Title:                                      
| |  |                                             
| |  | LENDER AND L/C ISSUER:                      
| |  | WELLS FARGO BANK, NATIONAL ASSOCIATION      
| |  | By:                                         
| |  |                                             
| |  | Name:                                       
| |  |                                             
| |  | Title:                                      
| |  |                                             

60

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EXHIBIT A        NOTICE OF LIBOR LOAN BORROWING

[Date]

Wells
Fargo Bank, National Association

Attn:

1.     Reference
is made to that certain Credit Agreement, dated as of January    , 2005 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), by and between COLDWATER CREEK INC., a Delaware corporation (the "Borrower")
and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Lender"), and as L/C issuer (in such capacity, "L/C
Issuer"). Unless otherwise indicated, all terms defined in the Credit Agreement have the same respective meanings when used herein.

2.     Pursuant
toSection 2.01(b)(ii)of the Credit Agreement, the Borrower hereby irrevocably requests a LIBOR Loan upon
the following terms:



3.     The
Borrower hereby certifies to Lender that, on the date of this Notice of LIBOR Loan Borrowing and after giving effect to the requested LIBOR Loan:



Please
disburse the proceeds of the requested LIBOR Loan to:

IN
WITNESS WHEREOF, the Borrower has executed this Notice of LIBOR Loan Borrowing on the date set forth above.

| |  | COLDWATER CREEK INC., a Delaware corporation
| |  | --------------------------------------------
| |  | By:                                         
| |  |                                             
| |  | Name:                                       
| |  |                                             
| |  | Title:                                      
| |  |                                             

A-1

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EXHIBIT B        NOTICE OF REVOLVING LOAN CONVERSION

[Date]

Wells
Fargo Bank, National Association

Attn:

1.     Reference
is made to that certain Credit Agreement, dated as of January    , 2005 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), by and between COLDWATER CREEK INC., a Delaware corporation (the "Borrower")
and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Lender"), and as L/C issuer (in such capacity, "L/C
Issuer"). Unless otherwise indicated, all terms defined in the Credit Agreement have the same respective meanings when used herein.

2.     Pursuant
toSection 2.01(d)of the Credit Agreement, the Borrower hereby irrevocably requests to convert a
Revolving Loan Borrowing as follows:



3.     The
Borrower hereby certifies to Lender that, on the date of this Notice of Revolving Loan Conversion, and after giving effect to the requested conversion:



IN
WITNESS WHEREOF, the Borrower has executed this Notice of Revolving Loan Conversion on the date set forth above.

| |  | COLDWATER CREEK INC., a Delaware corporation
| |  | --------------------------------------------
| |  | By:                                         
| |  |                                             
| |  | Name:                                       
| |  |                                             
| |  | Title:                                      
| |  |                                             

B-1

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EXHIBIT C    NOTICE OF REVOLVING LOAN INTEREST PERIOD SELECTION

[Date]

Wells
Fargo Bank, National Association

Attn:

1.     Reference
is made to that certain Credit Agreement, dated as of January     , 2005 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), by and between COLDWATER CREEK INC., a Delaware corporation (the "Borrower")
and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Lender"), and as L/C issuer (in such capacity,
"L/C Issuer"). Unless otherwise indicated, all terms defined in the Credit Agreement have the same respective meanings when used herein.

2.     Pursuant
toSection 2.01(e)of the Credit Agreement, the Borrower hereby irrevocably selects a new Interest Period
for a Revolving Loan Borrowing as follows:



3.     The
Borrower hereby certifies to Lender that, on the date of this Notice of Revolving Loan Interest Period Selection, and after giving effect to the requested selection:



IN
WITNESS WHEREOF, the Borrower has executed this Notice of Revolving Loan Interest Period Selection on the date set forth above.

| |  | COLDWATER CREEK INC., a Delaware corporation
| |  | --------------------------------------------
| |  | By:                                         
| |  |                                             
| |  | Name:                                       
| |  |                                             
| |  | Title:                                      
| |  |                                             

C-1

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EXHIBIT E    REVOLVING LOAN NOTE

|$40,000,000.00 |  | January    , 2005
|-------------- |  | -----------------

FOR
VALUE RECEIVED, COLDWATER CREEK INC., a Delaware corporation (the "Borrower") hereby promises to pay to the order of WELLS
FARGO BANK, NATIONAL ASSOCIATION (the "Lender"), the principal sum of FORTY MILLION DOLLARS ($40,000,000.00) or such lesser amount as shall equal the
aggregate outstanding principal balance of the Revolving Loans made by the Lender to Borrower pursuant to the Credit Agreement referred to below (as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), on or before the Revolving Loan Maturity Date specified in the Credit Agreement; and to pay
interest on said sum, or such lesser amount, at the rates and on the dates provided in the Credit Agreement.

The
Borrower shall make all payments hereunder to Lender as indicated in the Credit Agreement, in lawful money of the United States and in same day or immediately available funds.

The
Borrower hereby authorizes the Lender to record on the schedule(s) annexed to this note the date and amount of each Revolving Loan and of each payment or prepayment of principal made
by the Borrower and agrees that all such notations shall be conclusive absent manifest error with respect to the matters noted;provided, however,that
the failure of the Lender to make any such notation shall not affect the Borrower's obligations hereunder.

This
note is the Revolving Loan Note referred to in the Credit Agreement, dated as of January     , 2005, by and between the Borrower and WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association ("Lender"), and as L/C issuer (in such capacity, "L/C
Issuer"). Terms used herein have the meanings assigned to those terms in the Credit Agreement, unless otherwise defined herein.

The
Borrower shall pay all reasonable fees and expenses, including reasonable attorneys' fees, incurred by Lender in the enforcement or attempt to enforce any of Borrower's obligations
hereunder not performed when due. The Borrower hereby waives notice of presentment, demand, protest or notice of any other kind. This note shall be governed by and construed in accordance with the
laws of the State of Idaho.

| |  | COLDWATER CREEK INC., a Delaware corporation
| |  | --------------------------------------------
| |  | By:                                         
| |  |                                             
| |  | Name:                                       
| |  |                                             
| |  | Title:                                      
| |  |                                             

E-1

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EXHIBIT H        COMPLIANCE CERTIFICATE

,
200

Wells
Fargo Bank, National Association
Southern Idaho Regional Commercial Banking Office
MAC U1858-032
877 W. Main Street3rd Floor
Boise, ID 83702

This
Compliance Certificate is delivered pursuant to that certain Credit Agreement, dated as of January    , 2005 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), by and between COLDWATER CREEK INC., a Delaware corporation (the
"Borrower") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Lender"), and
as L/C issuer (in such capacity, "L/C Issuer"). Terms defined in the Credit Agreement and not otherwise defined in this Compliance Certificate (this
"Certificate") shall have the meanings defined for them in the Credit Agreement. Section references herein relate to the Credit Agreement unless stated
otherwise. In the event of any conflict between the calculations set forth in this Compliance Certificate and the manner of calculation required by the Credit Agreement, the terms of the Credit
Agreement shall govern and control.

This
Compliance Certificate is delivered in accordance with Section 5.01(a)(iii) of the Credit Agreement by the president, chief executive officer, chief financial officer,
treasurer or vice president of finance of the Borrower. This Compliance Certificate is delivered for the Fiscal Quarter
ended                        , 200      (the "Test Date"). Computations
indicating compliance with respect to the covenants in Section 5.03 of the Credit Agreement are set forth below:

1.Section 5.03(a)Current Ratio.As of the Test Date, the Current Ratio was
            :1.00. The minimum permitted Current Ratio is 1.50 to 1.00.

The Current Ratio was computed as follows:

| |  | (a)                           |  | Current Assets of the Loan Parties as of the Test Date balance sheet current assets
Commercial Letters of Credit                                                   |  |                                                            
| |  | ----------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------------------------------------------------------
| |  |                               |  |                                                                                                                                                                    |  | Inventory not included in GAAP balance sheet current assets
| |  | divided by                    |  | $                                                                                                                                                                 
| |  | (b)                           |  | Current Liabilities of the Loan Parties as of the Test Date and, in any event, all Loans outstanding on such date and all Letters of Credit issued as of such date |  | $                                                          
| |  | equals Current Ratio[(a)÷(b)] |  | :1.00                                                                                                                                                             

2.Section 5.03(b)Leverage Ratio.As of the Test Date, the Leverage Ratio was
            :1.00. The maximum permitted Leverage Ratio is 3.00:1.00

H-1

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The Leverage Ratio was computed as follows:

|(a)                                   |  | Total Funded Debt of the Loan Parties as of the Test Dateplusfour times the Rental Expenses before any reduction for amortization of tenant improvements for the most recently ended four Fiscal Quarters
(the "Test Period"), |  |                                                           
|------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------
|                                      |  | (i)                                                                                                                                                                                                                            |  | Total Funded Debt of the Loan Parties as of the Test Date:
|                                      |  |                                                                                                                                                                                                                                |  | (A)                                                       
|                                      |  |                                                                                                                                                                                                                                |  | (B)                                                       
|                                      |  |                                                                                                                                                                                                                                |  | (C)                                                       
|                                      |  |                                                                                                                                                                                                                                |  | (D)                                                       
|                                      |  |                                                                                                                                                                                                                                |  | (E)                                                       
|                                      |  |                                                                                                                                                                                                                                |  | (F)                                                       
|                                      |  |                                                                                                                                                                                                                                |  | (G)                                                       
|                                      |  |                                                                                                                                                                                                                                |  | (H)                                                       
|                                      |  |                                                                                                                                                                                                                                |  | (I)                                                       
|equals (i)Total Funded Debt          |  |                                                                                                                                                                                                                               
|[(A)+(B)+(C)+(D)+(E)+(F)+(G)+(H)+(I)] |  | $                                                                                                                                                                                                                             
|                                      |  |                                                                                                                                                                                                                                |  |                                                           

H-2

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|                                                                                                                                                            |  | (ii)                                                                 |  | Four times Rental Expenses before any amortization of tenant improvements for the Test Period                                                                                                                              |  |                                                                                  
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------
|                                                                                                                                                            |  |                                                                      |  | (A)                                                                                                                                                                                                                        |  | Rental Expense before any amortization of tenant improvements for the Test Period
|                                                                                                                                                            |  |                                                                      |  | (B)                                                                                                                                                                                                                        |  | Four times                                                                       
|equals (ii)Four Times Rental Expense[(A)x(B)]                                                                                                              |  | $                                                                   
|equals (a)Total Funded Debt of the Loan Partiesplusfour times the Rental Expenses before any reduction for amortization of
tenant improvement s [(i)+(ii)] |  | $                                                                   
|divided by                                                                                                                                                  |  |                                                                     
|(b)                                                                                                                                                         |  | EBITDAR of the Loan Parties for the Test Period computed as follows: |  |                                                                                                                                                                                                                           
|                                                                                                                                                            |  | (i)                                                                  |  | Net Income for the Test Period                                                                                                                                                                                             |  | $                                                                                
|                                                                                                                                                            |  | (ii)                                                                 |  | Any extraordinary losses for the Test Period                                                                                                                                                                               |  | $                                                                                
|                                                                                                                                                            |  | (iii)                                                                |  | Any extraordinary gains for the Test Period                                                                                                                                                                                |  | $                                                                                
|                                                                                                                                                            |  | (iv)                                                                 |  | Interest Expense for the Test Period (see paragraph below for computation)                                                                                                                                                 |  | $                                                                                
|                                                                                                                                                            |  | (v)                                                                  |  | The aggregate amount of federal and state taxes on or measured by income for the Test Period (whether or not payable during the Test Period)                                                                               |  | $                                                                                
|                                                                                                                                                            |  | (vi)                                                                 |  | Depreciation and amortization expense for the Test Period                                                                                                                                                                  |  | $                                                                                
|                                                                                                                                                            |  | (vii)                                                                |  | All other non-cash expenses (less non-cash gains) for the Test Period                                                                                                                                                      |  | $                                                                                
|                                                                                                                                                            |  | (viii)                                                               |  | Rental Expense for the Test Period                                                                                                                                                                                         |  | $                                                                                
|equals (b)EBITDAR                                                                                                                                          |  | $                                                                   
|[(i)+(ii)-(iii)+(iv)+(v)+(vi)+(vii)+(viii)]                                                                                                                 |  |                                                                     
|equals Leverage Ratio[(a)÷(b)]                                                                                                                              |  | :1.00                                                               
|For purposes of this Section 2, Interest Expense equals:                                                                                                    |  |                                                                     
|(x)                                                                                                                                                         |  | Interest Expense is computed as follows:                             |  |                                                                                                                                                                                                                           
|                                                                                                                                                            |  | (i)                                                                  |  | all interest, fees, charges and related expenses payable during the Test Period to any Person in connection with Indebtedness or the deferred purchase price of assets that is treated as interest in accordance with GAAP |  | $                                                                                
|                                                                                                                                                            |  | (ii)                                                                 |  | the portion of rent actually paid during the Test Period under Capital Leases that should be treated as interest in accordance with GAAP                                                                                   |  | $                                                                                
|                                                                                                                                                            |  | (iii)                                                                |  | the Synthetic Lease Interest Component for the Test Period                                                                                                                                                                 |  | $                                                                                
|                                                                                                                                                            |  | (iv)                                                                 |  | the net amounts payable (or minus the net amounts receivable) under any Swap Agreements accrued during the Test Period (whether or not actually paid or received during the Test Period)                                   |  | $                                                                                
|equals (x)Interest Expense[(i)+(ii)-(iii)+(iv)]                                                                                                            |  | $                                                                   

H-3

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3.Section 5.03(c)Minimum Consolidated Tangible Net Worth.As of the most recently ended
Fiscal Quarter, the Consolidated Tangible Net Worth of the Loan Parties was $                        and the Calculated Amount
(defined
below) was $                        . The Consolidated Tangible Net Worth shall be not less than the Calculated Amount.

|                                           |  | a. |  | Consolidated Tangible Net Worth was computed as follows: |  |                                                                                                                                                                                                                                                                                   
|------------------------------------------ |  | -- |  | -------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                           |  |    |  | (i)                                                      |  | Net Worth of the Loan Parties (stockholders' equity) minus                                                                                                                                                                                                                        
|                                           |  |    |  | (ii)                                                     |  | All treasury stock of the Loan Parties minus                                                                                                                                                                                                                                      
|                                           |  |    |  | (iii)                                                    |  | All Intangible Assets of the Loan Parties                                                                                                                                                                                                                                         
|equals (a) Consolidated Tangible Net Worth |  | $ 
|[(i)-(ii)-(iii)]                           |  |   
|                                           |  | b. |  | "Calculated Amount" was computed as follows:             |  |                                                                                                                                                                                                                                                                                   
|                                           |  |    |  | (i)                                                      |  | $160,000,000                                                                                                                                                                                                                                                                      
|                                           |  |    |  | (ii)                                                     |  | Sixty-Five percent (65%) of the cumulative sum of the Loan Parties' quarterly net income (ignoring any quarterly losses) after taxes for each Fiscal Quarter of the Loan Parties from and after October 30, 2004, through and including the Fiscal
Quarter ending on the Test Date
|                                           |  |    |  | (iii)                                                    |  | One hundred percent (100%) of the Net Proceeds of all Equity Securities issued by any of the Loan Parties during the period commencing on October 30, 2004, and ending on the Test Date                                                                                           
|equals (b)Calculated Amount               |  |   
|[(i)+(ii)+(iii)]                           |  | $ 
|(a) must be greater than (b)               |  |   

4.Section 5.03(e)Out of Debt.During the [current][most
recently completed] Fiscal Year, the outstanding amount of Revolving Loans was zero for the period beginning
on                        , 200      and ending
on                        ,
200      . Test: must be zero for a period of not less than sixty (60) consecutive days during each Fiscal Year.

5.     To
the knowledge of the undersigned, during the fiscal period covered by this Compliance Certificate, no Default has occurred and is continuing, with the exceptions set
forth below in response to which the Borrower has taken (or caused to be taken) or proposes to take (or cause to be taken) the following actions (if none, so state).

H-4

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6.     The
undersigned officer of the Borrower certifies that the calculations made and the information contained herein are derived from the books and records of the Borrower
and that each and every matter contained herein correctly reflects those books and records.

|Dated:                  , 200 |  | COLDWATER CREEK INC., a Delaware corporation.
|----------------------------- |  | ---------------------------------------------
|                              |  | By:                                          
|                              |  |                                              
|                              |  | Name:                                        
|                              |  |                                              
|                              |  | Title:                                       

H-5

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SCHEDULE II    THE EXISTING COMMERCIAL LETTERS OF CREDIT

L/C #

EFFECTIVE
DATE

AMOUNT808558

9/17/2004

9,541.43808587

9/20/2004

8,751.68809877

10/26/2004

200,224.90809773

10/26/2004

3,605.46809987

10/28/2004

118,036.80809911

11/8/2004

31,089.60809913

11/9/2004

81,996.00810400

11/12/2004

122,562.96809585

11/12/2004

77,432.60810574

11/16/2004

5,363.00810548

11/22/2004

163,465.50810822

11/24/2004

36,483.34811052

11/30/2004

1,194.00811148

12/3/2004

114,102.25811505

12/13/2004

153,561.00811489

12/14/2004

9,100.80811958

12/28/2004

573,808.20811994

12/29/2004

147,987.65812018

12/28/2004

14,171.40812177

12/28/2004

364,440.91812229

1/10/2005

1,066,396.07812638

1/10/2005

49,500.00Total:



3,352,815.55


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SCHEDULE 4.01(g)

LITIGATION/PENDING MEDIATION

None

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SCHEDULE 4.01(k)

MULTI-EMPLOYER PLANS

None

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SCHEDULE 4.01(o)

SUBSIDIARIES OF THE BORROWER

|Subsidiary                         |  | FEIN       |  | Type of Operation                |  | Ownership |   | Shares |  | Country of
Incorporation
|---------------------------------- |  | ---------- |  | -------------------------------- |  | --------- | - | ------ |  | ------------------------
|Coldwater Creek Outlet Stores Inc. |  | 84-1392251 |  | Inactive                         |  | 100       | % | 1,000  |  | USA - Delaware          
|C Squared, LLC                     |  | None       |  | Aircraft Holding Company         |  | 100       | % | N/A    |  | USA - Washington        
|Aspenwood Advertising, Inc.        |  | 14-1877427 |  | Advertising Company              |  | 100       | % | 1,000  |  | USA - Delaware          
|Coldwater Creek Sourcing Inc.      |  | TBD        |  | Foreign Activity Holding Company |  | 100       | % | 100    |  | USA - Idaho             

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SCHEDULE 4.01(v)    AGREEMENTS WITH AFFILIATES

Dennis and Ann Pence personally participate in a jet timeshare program. For flights by them and other corporate executives made exclusively for official corporate
purposes, the Borrower reimburses Mr. and Mrs. Pence for (i) a usage based pro rata portion of the financing costs, (ii) a usage based pro rata portion of monthly
maintenance fees, and (iii) actual hourly usage fees. Aggregate expense reimbursements totaled $144,000 and $303,000 for the third quarters of fiscal 2004 and fiscal 2003, respectively, and
approximately $407,000 and $643,000 for the first nine months of fiscal 2004 and fiscal 2003 respectively. For fiscal year 2003, aggregate expense reimbursements totaled approximately $850,000.

Other
than normal compensation and benefits paid to officers for their services as officers, the Borrower has entered into retention bonus agreements as described below.

During
fiscal 2002, 2003 and 2004, the Compensation Committee of the Company's Board of Directors authorized compensation bonus pools that, in aggregate, currently total
$4.0 million. These bonus pools serve as additional incentives to retain certain key employees. The Company is accruing the related compensation expense to each employee on a
straight-line basis over the retention periods as it is currently anticipated that the performance criteria specified in the agreements will be met. The total compensation and dates to be
paid are summarized as follows (in thousands):

Description

Amount

Dates to be paidFive executive employees

$
1,725

September 2005225

April 2006150

February 2007225

May 2007Totals (executive)

$
2,325Fifteen non-executive employees

$
150

October 2005525

April 2006350

July 200675

February 2007300

May 2007100

July 2007150

November 2007Totals (non-executive)

$
1,650Totals (all employees)

$
3,975


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SCHEDULE 5.02(a)    EXISTING INDEBTEDNESS    None

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SCHEDULE 5.02(b)    EXISTING LIENS

|State    |  | File Date  |  | Secured Party               |  | Collateral                 
|-------- |  | ---------- |  | --------------------------- |  | ---------------------------
|Delaware |  | 3/20/2003  |  | Jefferds Corp               |  | Used forklift              
|Delaware |  | 3/12/2004  |  | IBM Corp.                   |  | Specific Computer Equipment
|Delaware |  | 9/02/2004  |  | CIT Technology              |  | Specific Copiers           
|Idaho    |  | 6/12/2001  |  | EMC                         |  | American Enterprise Leasing
|Idaho    |  | 6/12/2001  |  | EMC                         |  | Specific Computer Equipment
|Idaho    |  | 11/29/2004 |  | American Enterprise Leasing |  | Water Purification Systems 

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SCHEDULE 5.02(e)    EXISTING INVESTMENTS

Outstanding
Loans to two vice presidents and two employees totaling $157,500.

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