BORROWER,
EACH ENDORSER, AND THE LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).
EACH BORROWER AND THE LENDER, BY ITS ACCEPTANCE HEREOF, (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
HAS BEEN INDUCED TO ENTER INTO THE CREDIT AGREEMENT AND THIS NOTE BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.
[SIGNATURE PAGES FOLLOW]
3
IN WITNESS WHEREOF, the Borrowers have each caused this Note to be duly executed
as of the date set forth above.
Borrowers:
COLDWATER CREEK U.S. INC.
By:
Name:
Title:
COLDWATER CREEK THE SPA INC.
By:
Name:
Title:
COLDWATER CREEK MERCHANDISING & LOGISTICS INC.
By:
Name:
Title:
Signature Page to Committed Loan Note
EXHIBIT C-2
Form of Swing Line Loan Note
SWING LINE LOAN NOTE
$10,000,000.00
February 13, 2009
FOR VALUE RECEIVED, the undersigned (individually, a "Borrower" and,
collectively, the "Borrowers"), jointly and severally promise to pay to the
order of WELLS FARGO RETAIL FINANCE, LLC (hereinafter, with any subsequent
holders, the "Lender"), at One Boston Place, 19th Floor, Boston, Massachusetts
02108, the principal sum of TEN MILLION DOLLARS ($10,000,000.00), or, if less,
the aggregate unpaid principal balance of Swing Line Loans made by the Lender to
or for the account of any Borrower pursuant to the Credit Agreement dated as of
February 13, 2009 (as amended, modified, supplemented or restated and in effect
from time to time, the "Credit Agreement") by and among (i) COLDWATER CREEK U.S.
INC., a Delaware corporation (in such capacity, the "Lead Borrower"), as agent
for the Borrowers from time to time party thereto (individually, a "Borrower"
and, collectively with the Lead Borrower, the "Borrowers"), (ii) the Borrowers,
(iii) the Guarantors from time to time party thereto (individually, a
"Guarantor" and, collectively, the "Guarantors"), (iv) the Lenders from time to
time party thereto (individually, a "Lender" and, collectively, the "Lenders"),
and (v) Wells Fargo Retail Finance, LLC, as Administrative Agent, Collateral
Agent and Swing Line Lender, with interest at the rate and payable in the manner
stated therein.
This is a "Note" to which reference is made in the Credit Agreement and is
subject to all terms and provisions thereof.
The principal of, and interest on,
this Note shall be payable at the times, in the manner, and in the amounts as
provided in the Credit Agreement and shall be subject to prepayment and
acceleration as provided therein.
Capitalized terms used herein and not defined
herein shall have the meanings assigned to such terms in the Credit Agreement.
The Administrative Agent's