ANY COURT REFERRED TO
ABOVE.
EACH OF THE BORROWERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
Each Borrower makes the following waiver knowingly, voluntarily, and
intentionally, and understands that the Agents and the Lender, in the
establishment and maintenance of their respective relationship with the
Borrowers contemplated by this Note, are each relying thereon.
EACH
2
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
[AMENDED AND RESTATED] SWING LINE LOAN NOTE
$10,000,000.00
, 2011
FOR VALUE RECEIVED, the undersigned (individually, a "Borrower" and,
collectively, the "Borrowers"), jointly and severally promise to pay to the
order of WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor by merger to 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 Amended and Restated Credit
Agreement dated as of May 16, 2011 (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"), (v) WELLS FARGO BANK, NATIONAL ASSOCIATION (as
successor by merger to Wells Fargo Retail Finance, LLC), as