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Sample Business Contracts

Loan Agreement - Coldwater Creek Inc. and U.S. Bank of Idaho

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                               LOAN AGREEMENT

Dated as of:    SEPTEMBER 9, 1996

Parties:        COLDWATER CREEK, INC.                   ("BORROWER")

And:            U.S. BANK OF IDAHO, FORMERLY KNOWN AS   ("LENDER")
                WEST ONE BANK, IDAHO                 


                                 ARTICLE I


<PAGE>


                                LOAN AGREEMENT



Dated as of:    SEPTEMBER 9, 1996

Parties:        COLDWATER CREEK, INC.                   ("BORROWER")

And:            U.S. BANK OF IDAHO, FORMERLY KNOWN AS   ("LENDER")
                WEST ONE BANK, IDAHO 


                                   ARTICLE I
                              CERTAIN DEFINITIONS 


     As used in this Agreement, the following terms shall have the following 
meanings:

     "Access Laws" means the Americans With Disabilities Act of 1990; the 
Fair Housing Amendments Act of 1988; all other federal, state and local laws 
or ordinances related to disabled access; and all statutes, rules, 
regulations, ordinances, orders of governmental bodies and regulatory 
agencies and orders and decrees of any court adopted, enacted or issued with 
respect thereto; all as now existing or hereafter amended or adopted. 

     "Borrower" means Coldwater Creek, Inc., a Delaware corporation.

     "Debt Service Coverage Ratio" means net income plus depreciation and 
amortization minus dividends divided by $2,100,000.00.

     "Debt to Tangible Net Worth Ratio" means total liabilities divided by 
Tangible Net Worth. 

     "Default" means any Event of Default or any event which with the giving 
of notice or the passage of time, or both, would constitute an Event of 
Default. 

     "Environmental Laws" means all local, state or federal laws, rules, 
regulations, or ordinances pertaining to Hazardous Substances and 
environmental regulation, contamination or clean-up including, without 
limitation, the federal statutes commonly known as CERCLA and RCRA and all 
other federal or state lien or environmental clean-up statutes, all as now 
existing or hereafter amended or adopted. 

     "GAAP" means generally accepted accounting principles consistently 
applied. The definition of any accounting term used in this Agreement that is 
not specifically defined shall be the GAAP definition therefor. 

     "Hazardous Substances" means (a) any substance or material defined or 
designated as hazardous or toxic waste, hazardous or toxic material, or a 
hazardous, toxic or radioactive substance (or designated by any similar term) 
by or for purposes of any applicable Environmental Law; (b) asbestos and any 
substance or compound containing asbestos; and (c) any other 

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hazardous, toxic or dangerous waste, substance or material, including but not 
limited to gasoline, crude oil, fuel oil, diesel oil and any other related 
petroleum products. 

     "Loan Documents" means this Agreement, the Notes, and the Security 
Documents and all other documents and instruments attached hereto, referred 
to herein or heretofore, contemporaneously herewith or hereafter executed or 
delivered to Lender by any Person in connection with any indebtedness of 
Borrower to Lender. 

     "Long Term Revolving Loan Review Date" means the earlier of March 31, 
1999, and the date Lender demands payment in full of the then outstanding 
balance of the Long Term Revolving Note. 

     "Maximum Long Term Revolving Loan Amount" means $11,500,000.00.

     "Maximum Short Term Revolving Loan Amount" means $8,500,000.00.

     "Note(s)" means any one or more of Short Term Revolving Note or the Long 
Term Revolving Note. 

     "Person" means an individual or entity, including without limitation a 
corporation, general or limited partnership, limited liability company, 
trust, unincorporated association, government or government agency.

     "Short Term Revolving Loan Review Date" means the earlier of March 17, 
1997, and the date Lender demands payment in full of the then outstanding 
balance of the Short Term Revolving Note.

     "Security Documents" means any document or instrument evidencing a 
security interest given by the Borrower to the Lender together with all 
amendments, replacements, substitutions, or additions thereto.

     "Tangible Net Worth" means total assets minus intangible assets minus 
total liabilities. 

                          ARTICLE II 
                     CURRENT INDEBTEDNESS

     2.1      PROMISSORY NOTES.  Borrower is indebted to Lender pursuant to 
the terms of the following promissory notes which may renew promissory notes 
previously executed by Borrower ("Current Indebtedness"). Borrower may also 
have other indebtedness or obligations to Lender.

     2.1.1    Promissory note dated March 18, 1996, in the principal amount 
of $6,500,000.00, which promissory note shall be superseded by the Short Term 
Revolving Note. The principal balance is $0 as of June 24, 1996.

                                       2

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     2.1.2    Promissory note dated March 8, 1996, in the principal amount of 
$8,500,000.00, which promissory note shall be superseded by the Long Term 
Revolving Note. The principal balance is $0 as of June 24, 1996.

     2.2      CURRENT SECURITY.  The Current Indebtedness is secured by the 
collateral described in the following documents, in any related Uniform 
Commercial Code financing statements and certificates of title and in any 
other security documents executed by Borrower ("Current Security Documents").

     2.2.1    Commercial Security Agreement dated March 8, 1996, executed by 
the Borrower. 

     2.2.2    Deed of Trust dated March 20, 1995, executed by the Borrower 
and recorded in the real estate records of Bonner County on July 3, 1995, as 
instrument #467892.

                         ARTICLE III 
                  SHORT TERM REVOLVING LOANS

     3.1      MAXIMUM AMOUNT.  Subject to the terms and conditions of this 
Agreement, Lender agrees to make loans to Borrower from time to time on a 
revolving credit basis (each a "Short Term Revolving Advance", collectively, 
"Short Term Revolving Loans"), provided that the aggregate principal amount 
of outstanding Short Term Revolving Loans shall at no time exceed the Maximum 
Short Term Revolving Loan Amount. The availability of Short Term Revolving 
Advances shall terminate on the Short Term Revolving Loan Review Date.

     3.2      USE OF PROCEEDS. Borrower shall use the proceeds of the Short 
Term Revolving Loans for its normal working capital needs.

     3.3      SHORT TERM REVOLVING NOTE.  The Short Term Revolving Loans 
shall be evidenced by a promissory note executed by Borrower in the principal 
amount of $8,500,000.00 substantially in the form attached as Exhibit A 
("Short Term Revolving Note"). The Short Term Revolving Loans shall be 
subject to all terms and conditions of the Short Term Revolving Note and of 
this Agreement.

     3.4      INTEREST.  Interest on the unpaid principal balance of the 
Short Term Revolving Note shall be due and payable at the times and at the 
rates set forth in the Short Term Revolving Note.

     3.5      PRINCIPAL PAYMENTS. The principal balance of the Short Term 
Revolving Note shall be due and payable on the Short Term Revolving Note 
Review Date.

     3.6      ADDITIONAL PAYMENTS. In addition to the payments otherwise 
required on the Short Term Revolving Note, if at any time the outstanding 
principal balance of the Short Term Revolving Note exceeds the Maximum Short 
Term Revolving Loan Amount, Borrower shall pay to Lender on demand an amount 
equal to the amount by which such principal balance exceeds the Maximum Short 
Term Revolving Loan Amount.

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<PAGE>

     3.7      REQUESTS FOR SHORT TERM REVOLVING ADVANCES. Whenever Borrower 
wishes to request a Short Term Revolving Advance, Borrower shall give Lender 
notice thereof in accordance with the provisions of the Short Term Revolving 
Note.

                                  ARTICLE IV
                          LONG TERM REVOLVING LOANS

     4.1      MAXIMUM AMOUNT. Subject to the terms and conditions of this 
Agreement, Lender agrees to make loans to Borrower from time to time on a 
revolving credit basis (each a "Long Term Revolving Advance", collectively, 
"Long Term Revolving Loans"), provided that the aggregate principal amount of 
outstanding Long Term Revolving Loans shall at no time exceed the Maximum 
Long Term Revolving Loan Amount. The availability of Long Term Revolving 
Advances shall terminate on the Long Term Revolving Loan Review Date.

     4.2      USE OF PROCEEDS. Borrower shall use the proceeds of the Long 
Term Revolving Loans for the purchase of fixed assets.

     4.3      LONG TERM REVOLVING NOTE. The Long Term Revolving Loans shall 
be evidenced by a promissory note executed by Borrower in the principal 
amount of $11,500,000.00 substantially in the form attached as Exhibit B 
("Long Term Revolving Note"). The Long Term Revolving Loans shall be subject 
to all terms and conditions of the Long Term Revolving Note and of this 
Agreement.

     4.4      INTEREST. Interest on the unpaid principal balance of the Long 
Term Revolving Note shall be due and payable at the times and at the rates 
set forth in the Long Term Revolving Note.

     4.5      PRINCIPAL PAYMENTS. The principal balance of the Long Term 
Revolving Note shall be due and payable on the Long Term Revolving Note 
Review Date.

     4.6      ADDITIONAL PAYMENTS. In addition to the payments otherwise 
required on the Long Term Revolving Note, if at any time the outstanding 
principal balance of the Long Term Revolving Note exceeds the Maximum Long 
Term Revolving Loan Amount, Borrower shall pay to Lender on demand an amount 
equal to the amount by which such principal balance exceeds the Maximum Long 
Term Revolving Loan Amount.

     4.7      REQUESTS FOR LONG TERM REVOLVING ADVANCES. Whenever Borrower 
wishes to request a Long Term Revolving Advance, Borrower shall give Lender 
notice thereof in accordance with the provisions of the Long Term Revolving 
Note.

                                  ARTICLE V
                                  LOAN FEES

     Borrower shall pay to Lender the following fees:


                                      4

<PAGE>

     7.1      A non-usage fee of .125% of the daily unused portion of the 
Short Term Revolving Loans which fee shall be due and payable quarterly in 
arrears.

     7.2      A non-usage fee of .125% of the daily unused portion of the 
Long Term Revolving Loans which fee shall be due and payable quarterly in 
arrears.

                                  ARTICLE VI
           ADDITIONAL TERMS APPLICABLE TO CERTAIN CREDIT FACILITIES

     6.1      REPRESENTATION AND WARRANTY OF CREDIT AVAILABILITY. Each 
request by Borrower for a Short Term Revolving Advance or Long Term Revolving 
Advance shall be deemed to be its representation and warranty that (a) such 
Short Term Revolving Advance or Long Term Revolving Advance may be made 
without exceeding the applicable maximum amount determined in accordance with 
the provisions of this Agreement, (b) no Default has occurred, or will occur 
as a result of making such Short Term Revolving Advance or Long Term 
Revolving Advance, and (c) all representations and warranties set forth in 
this Agreement are true, accurate and complete as of the date of such request.

                                  ARTICLE VII
                         SECURITY AND RELATED MATTERS

     7.1      SECURITY.

           7.1.1   COLLATERAL. The Long Term Revolving Loans shall be secured 
by a first priority security interest in the following property and in all 
such other real and personal property collateral as Lender may from time to 
time require (collectively, "Collateral"):

           (a)      all of the Borrower's now owned and hereafter acquired    
    equipment and fixtures;

           (b)      real property located in Bonner County, State of Idaho; 
    and

           (c)      all products and proceeds of the foregoing.

           7.1.2   SECURITY DOCUMENTS. Lender's security interests in the 
Collateral shall be evidenced by the Current Security Documents and by such
other security agreements, Uniform Commercial Code financing statements, 
certificates of title, trust deeds and other security documents covering the 
Collateral as Lender may at any time require.

           7.1.3   ADDITIONAL ACTS. As a condition precedent to the 
effectiveness of this Agreement, and from time to time at Lender's request, 
Borrower shall execute and/or deliver to Lender such security agreements, 
Uniform Commercial Code financing statements, certificates of title, deeds of 
trust and any other documents and instruments (endorsed or assigned to Lender 
as Lender may request), which may be required under applicable law or which 
Lender may request

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<PAGE>

to effectuate the transactions contemplated hereunder and to grant, preserve, 
protect, perfect and continue the validity and first priority of Lender's 
security interests.

           7.1.4   MAXIMUM SECURITY AMOUNT. Notwithstanding any contrary 
provision of any Security Document executed by the Borrower, the security 
interest granted to Lender by Borrower under the Security Documents shall be 
limited to Collateral having a value equal to the maximum amount which can be 
transferred to Lender without rendering Borrower's grant of a security 
interest to Lender subject to avoidance as a fraudulent transfer or fraudulent 
conveyance or any similar term under any applicable state or federal law.

     7.2      NEGATIVE PLEDGE.

           7.2.1   Borrower shall not grant, create, assume or permit to 
exist any pledge, assignment for security purposes, encumbrance, mortgage, 
hypothecation, or any other security interest on any of the Borrower's 
accounts or inventory.

                                 ARTICLE VIII
                             CONDITIONS PRECEDENT

     8.1      INITIAL CONDITIONS PRECEDENT. The effectiveness of this 
Agreement is subject to satisfaction of each of the following conditions 
precedent concurrently with or prior to execution of this Agreement:

           8.1.1   Lender shall have received executed originals of this 
Agreement, the Notes, and each other Loan Document required by Lender.

           8.1.2   Lender shall have received all documents and information 
Lender may request relating to the authority for and validity of this 
Agreement and the other Loan Documents, and to any other related matters, 
each in form and substance satisfactory to Lender.

           8.1.3  Lender shall have received such additional documents and 
information and the Borrower shall have satisfied such additional 
requirements as Lender reasonably requires.

     8.2      CONDITIONS PRECEDENT TO EACH SHORT TERM OR LONG TERM REVOLVING 
ADVANCE. Lender's Agreement to make a Short Term or a Long Term Revolving 
Loan Advance is subject to satisfaction of the following conditions on the 
date any loan is made.

           8.2.1   No Default shall have occurred or will occur as a result 
of the Borrower's action or inaction.

           8.2.2   The representations and warranties in this Agreement shall 
be true and correct as of such date.

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<PAGE>

                                  ARTICLE IX
                         REPRESENTATIONS AND WARRANTIES

     Borrower hereby represents and warrants:

      9.1  EXISTENCE AND POWER. It is a duly organized and validly existing 
corporation, is duly qualified and in good standing in each jurisdiction 
where the conduct of its business or the ownership of its properties requires 
such qualification, and has full power, authority and legal right to carry on 
its business as presently conducted, to own and operate its properties and 
assets, and to execute, deliver and perform the Loan Documents and all other 
documents to be executed and delivered by it.

     9.2  AUTHORIZATION. Its execution, delivery and performance of the Loan 
Documents and all documents to be executed, delivered or performed by it and 
any borrowing in connection therewith have been duly authorized by all 
necessary corporate action, do not contravene any law, regulation, rule or 
order binding on it or its articles of incorporation, and do not contravene 
the provisions of or constitute a default under any agreement or instrument 
to which it is a party or by which it may be bound or affected.

     9.3  LITIGATION. There are no actions, proceedings, investigations, or 
claims pending against it, or to its knowledge, threatened against or 
affecting it, before any court or arbitrator or any governmental body or 
agency which would be likely to result in a judgment or order against it (in 
excess of insurance coverage) for more than $100,000.00 individually or in 
the aggregate.

     9.4  FINANCIAL CONDITION. Its most recent balance sheet and related 
statements of income, retained earnings and changes in financial position 
heretofore delivered to Lender fairly present as of the date thereof its 
financial condition for the period then ended, all in accordance with GAAP. 
Since that date there have been no material adverse changes in its financial 
condition or operations, except as disclosed to Lender in writing.

     9.5  TAXES. It has filed all tax returns and reports required of it, and 
has paid all taxes payable by it which have become due pursuant to such tax 
returns and all other taxes and assessments payable by it.

     9.6  OTHER AGREEMENTS. It is not in breach of or in default under any 
agreement to which it is a party or which is binding on it or any of its 
assets, which such breach or default would have a material adverse effect on 
its financial condition or operations.

     9.7  GOOD TITLE AND VALIDITY. It is the true and lawful owner of and has 
good title to all Collateral which it now owns and it will have good title 
to all such Collateral acquired hereafter, free of any security interests, 
liens or encumbrances, except in favor of Lender.

     9.8  FIRST PRIORITY SECURITY INTEREST. The liens created or to be created 
in favor of Lender under the Security Documents do and will at all times on 
and after the effective date of this Agreement, constitute first priority 
security interests in the Collateral as security for the obligations of 
Borrower under the Loan Documents.

                                       7

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     9.9  COMPLIANCE WITH LAWS. It is in compliance with all applicable 
federal, state, regional and local laws, regulations and ordinances, including
without limitation all environmental permits, Environmental Laws and Access 
Laws.

     9.10 ERISA AND FLSA COMPLIANCE. Any employee pension benefit plan 
("Plan") maintained for its employees which is subject to the Employment 
Retirement Income Security Act of 1974 and any regulations issued thereto 
complies in all material respects with ERISA and any other applicable laws 
and (a) such Plan has not incurred any material accumulated "funding 
deficiency" and (b) with respect to such Plan, no "reportable event" nor 
"prohibited transaction" has occurred. It is in full compliance with the Fair 
Labor Standards Act.

     9.11 NO MATERIAL MISSTATEMENTS. No report, financial statement, 
representation or other information furnished by it to Lender contains any 
material misstatement of fact or omits to state any material fact necessary 
to make the statements therein, in light of the circumstances under which 
they were made, not misleading.

     9.12 ENFORCEABILITY. This Agreement constitutes, and each other Loan 
Document to which it is a party when executed and delivered to Lender will 
constitute a legal, valid and binding obligation of Borrower, enforceable in 
accordance with its terms.

                               ARTICLE X
                   FINANCIAL COVENANTS AND INFORMATION

     10.1 FINANCIAL COVENANTS. Until payment and performance in full of all 
obligations of the Borrower under the Loan Documents, the Borrower agrees 
that:

          10.1.1 DEBT TO TANGIBLE NET WORTH RATIO. The Borrower shall have a 
Debt to Tangible Net Worth Ratio not to exceed 1.50 to 1, which ratio shall 
be calculated at the end of each fiscal year of the Borrower.

          10.1.2 MINIMUM TANGIBLE NET WORTH. The Borrower shall have 
Tangible Net Worth of at least $18,000,000.00, which amount shall be 
calculated at the end of each fiscal year of the Borrower.

          10.1.3 DEBT SERVICE COVERAGE RATIO. The Borrower shall have a Debt 
Service Coverage Ratio of at least 1.25:1, which ratio shall be calculated at 
the end of each fiscal year of the Borrower.

     10.2 FINANCIAL INFORMATION.

          10.2.1. As soon as available and in any event within 90 days after 
the end of each of its fiscal years, the Borrower shall deliver to Lender its 
CPA audited balance sheet as at the end of such fiscal year; related 
statements of income, retained earnings and changes in financial position for
such year; and report, if any, to management by the accountant who prepared 
the financial statements, in each case certified by a certified public 
accountant acceptable to Lender.

                                       8

<PAGE>

No document or report shall contain a disclaimer of opinion or adverse 
opinion except such as Lender in its sole discretion may determine to be 
immaterial.

          10.2.2 As soon as available and in any event within 30 days after 
the end of each of its fiscal quarters, the Borrower shall deliver to Lender 
its internally prepared balance sheet and related statements of income, 
retained earnings and changes in financial position as at the end of such 
quarter, and for the fiscal year to date.

          10.2.3 From time to time, Borrower shall provide to Lender such 
information as Lender may reasonably request concerning the financial 
condition and business affairs of Borrower.

                                  ARTICLE XI
                            AFFIRMATIVE COVENANTS

     Until payment and performance in full of all obligations of the Borrower 
under the Loan Documents, the Borrower agrees that:

     11.1 INSPECTION RIGHTS. At any reasonable time, and from time to time, 
it will permit Lender to examine and make copies of and abstracts from its 
records and books of account, to visit its properties and to discuss its 
affairs, finances and accounts with any of its officers or representatives.

     11.2 COLLATERAL AUDITS. It will permit Lender by or through any of 
Lender's representatives, attorneys or accountants and at the expense of 
Borrower, at such intervals as may be required by Lender in its sole 
discretion, to conduct audits of and to verify, the Collateral.

     11.3 KEEPING OF BOOKS AND RECORDS. It will keep adequate records and 
books of account in which complete entries will be made reflecting all 
material financial transactions, and except as otherwise specifically 
provided herein, will prepare all financial statements, computations and 
information required hereunder in accordance with GAAP.

     11.4 OTHER OBLIGATIONS. It will pay and discharge before the same shall 
become delinquent all indebtedness, taxes and other obligations for which it 
is liable or to which its income or property is subject and all claims for 
labor and materials or supplies which, if unpaid, might become by law a lien 
upon its assets, unless it is contesting the indebtedness, taxes, or other 
obligations in good faith and provision has been made to the reasonable 
satisfaction of Lender for the payment thereof in the event any such contest 
is determined adversely to it.

     11.5 INSURANCE. It will provide and maintain policies of insurance on 
its properties and operations, carried with companies acceptable to Lender, 
in such form and amounts and covering such risks as Lender may require, with 
loss payable to Lender.

     11.6 ERISA COMPLIANCE. It will cause each Plan to comply in all material 
respects with ERISA and any other applicable laws, will promptly make all 
contributions necessary to meet the minimum funding standards set forth in 
ERISA and will promptly notify Lender of the occurrence of any "reportable 
event" (as defined in ERISA) or any other event which might

                                       9

<PAGE>

constitute grounds for termination of any ERISA Plan. It will not terminate 
any ERISA Plan nor permit to exist any "termination event" (as defined in 
ERISA).

     11.7 COMPLIANCE WITH LAWS. It shall comply in all material respects with 
all federal, state, regional and local laws, regulations and ordinances 
(including but not limited to all Environmental Laws, Access Laws and the 
Fair Labor Standards Act) and promptly provide written notice to Lender of 
the receipt of any notice of violation thereof from any governmental 
authority which violation, alone or together with any other such violations, 
could reasonably be expected to have a material adverse effect on its 
business, assets, operations or condition, financial or otherwise.

     11.8 NOTIFICATION. Promptly after learning thereof, it will notify 
Lender in writing of:

          11.8.1 The occurrence of any Default, and if such Default is then 
continuing, a certificate of its chief financial officer or other authorized 
officer setting forth the details thereof and the action which it is taking 
or proposes to take with respect thereto;

          11.8.2 The occurrence of any release of any Hazardous Substances 
onto or affecting any of its property or any adjacent property, any 
Collateral, or any other environmental problem or liability with respect to 
any such property; and

          11.8.3 The details of any claim, lien, litigation, administrative 
proceeding or judgment involving $100,000.00 or more individually or in the 
aggregate threatened, instituted or completed against Borrower, any 
Collateral or any assets of Borrower, including but not limited to any and 
all enforcement, cleanup, removal or other governmental or regulatory 
proceedings pursuant to any Environmental Laws.

                                  ARTICLE XII
                               NEGATIVE COVENANTS

     Until payment and performance in full of all obligations of Borrower 
under the Loan Documents, Borrower agrees that except with the written 
consent of Lender:

     12.1 LIQUIDATION, MERGER. It shall not liquidate, dissolve or enter 
into any merger, consolidation or other combination.

     12.2 SALE OF ASSETS. It shall not sell, lease or dispose of any portion 
of its business or assets except in the ordinary course of business.

     12.3 GUARANTIES, ETC. It shall not assume, guarantee, endorse or 
otherwise become directly or contingently liable for, nor obligated to 
purchase, pay or provide funds for payment of, any obligation or indebtedness 
of any other Person.

     12.4 LIENS. It shall not at any time grant a security interest in any or 
all of its presently owned or hereafter acquired property which constitutes 
Collateral, accounts or inventory except to Lender.

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     12.5     TYPE OF BUSINESS. It shall not make any material change in the 
character of its business.

     12.6     STRUCTURE.  It shall not make any material change in its 
corporate structure.

                                        ARTICLE XIII
                                          DEFAULT

     13.1     EVENT OF DEFAULT.  The occurrence of any of the following shall 
constitute an Event of Default under this Agreement and each of the Loan 
Documents:

           13.1.1  Any default in the payment of any portion of any 
principal, interest, fees or any other amount when due under this Agreement, 
any Note or any other Loan Document.

           13.1.2  Any other default in the performance of or compliance with 
any term of this Agreement, any other Loan Document, or any other agreement 
between Lender and Borrower.

           13.1.3  Any indebtedness of Borrower under any note, indenture, 
agreement, undertaking or obligation of any kind to any Person, including 
Lender, becomes due by acceleration or otherwise and is not paid.

           13.1.4  Any default under any security instrument securing any 
indebtedness or obligation of Borrower to Lender or any security interest or 
lien created or purported to be created by any Security Document shall cease 
to be, or shall be asserted by any Person not to be, a valid, first priority 
security interest or lien.

           13.1.5  Any warranty, representation, statement, or information 
made or furnished to Lender by or on behalf of Borrower proves to have been 
false or misleading in any material respect when made or furnished or when 
deemed made or furnished.

           13.1.6  The commencement of any proceeding under any bankruptcy or 
insolvency laws by or against, appointment of a receiver for any part of the 
property of, insolvency or business failure of, or any attachment, seizure or 
levy on any property of, Borrower.

           13.1.7  The dissolution or liquidation of Borrower.

           13.1.8  The interruption or cessation of a material portion of 
Borrower's ordinary business operations.

           13.1.9  Any judgement, writ of attachment or similar process in 
an amount in excess of $250,000.00 individually or in the aggregate shall be 
entered or filed against Borrower

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or any property of Borrower and remains unpaid, unvacated, unbonded or 
unstayed for a period of 30 days or more.

           13.1.10 The failure of Borrower to provide Lender with financial 
information promptly when requested.

           13.1.11 Any change in ownership of 40% or more of the capital 
stock of Borrower in one or more transactions.

           13.1.12 Any material adverse change, as determined solely by 
Lender, in the financial condition or management of Borrower or Lender 
reasonably deems itself insecure with respect to the payment or performance 
of the obligations of Borrower to Lender.

     13.2     CURE PERIOD.  Notwithstanding the foregoing, the Borrower 
shall have 30 days to cure any default occurring under Sections 13.1.1, 
13.1.2, 13.1.8, 13.1.9, 13.1.10, 13.1.11, or 13.1.12.

     13.3     CONSEQUENCES OF DEFAULT; LENDER'S RIGHTS AND REMEDIES.  Time is 
of the essence of this Agreement.

           13.2.1  Without prejudice to any right of Lender to require 
payment of any obligations of Borrower to Lender under any of the Loan 
Documents on demand, upon the occurrence of any Event of Default and at any 
time thereafter Lender may, at its sole option, do any one or more of the 
following:

           (a)     Without notice to Borrower, declare the entire outstanding 
    balance of principal and interest on the Notes and other Loan Documents 
    immediately due and payable, whereupon the same shall become immediately due
    and payable without presentment, demand, protest or other requirements of 
    any kind, all of which are expressly waived by Borrower; and

           (b)  Exercise any and all other rights and remedies provided 
    in the Loan Documents and in any related agreements and documents, and as 
    otherwise provided by law.

           13.2.2  Notwithstanding any right to cure events of default 
provided in any Note or any of the other Loan Documents, Borrower agrees that 
Borrower shall have only such cure rights as may be set forth herein.

                                   ARTICLE XIV
                                  MISCELLANEOUS

     14.1     NO WAIVER BY LENDER.  No failure or delay of Lender in 
exercising any right, power or remedy under this Agreement or any Loan 
Document shall operate as a waiver of such right, power or remedy of Lender 
or of any other right.  A waiver of any provision of any Loan Document shall 
not constitute a waiver of or prejudice Lender's right otherwise to demand 
strict

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<PAGE>

compliance with that provision or any other provision. Any waiver, permit, 
consent or approval of any kind or character on the part of Lender must be in 
writing and shall be effective only to the extent specifically set forth in 
such writing.

     14.2     COSTS AND FEES.  Without limiting any other provisions of this 
Agreement, Borrower hereby agrees to pay Lender on demand an amount equal to all
costs and expenses incurred by Lender in connection with the negotiation, 
preparation, execution, administration and enforcement of the Loan Documents, 
including without limitation all recording costs, filing fees, costs of 
appraisals, collateral audits, costs of perfecting, maintaining and defending 
Lender's security interest in the Collateral and fees of in-house and outside 
counsel.

    14.3      AGREEMENTS ENFORCEABLE.  Borrower reaffirms the representations 
and warranties in each of the existing Loan Documents and acknowledges that 
except as amended previously or herein, each such Loan Document remains in 
full force and effect and is and shall remain valid and enforceable in 
accordance with its terms.

    14.4      NOTICES.  Except as otherwise specifically set forth in any 
Loan Document, all notices, requests and demands hereunder shall be in 
writing, and shall be deemed to have been given when hand-delivered, when 
deposited in the mail as first class, registered or certified mail, postage 
prepaid, or when sent by telecopier, addressed as set forth below; PROVIDED, 
however, that any notice, request or demand by Borrower to Lender pursuant to 
Section 11.8 shall not be effective until received by Lender. Any party may 
at any time change its address for notices by giving notice of such change to 
the other parties.

     If to Borrower:         Coldwater Creek, Inc.
                             One Cold Water Creek Drive
                             Sandpoint, ID 83864

     If to Lender:           U.S. Bank of Idaho
                             Corporate Banking Department - IDW 0475
                             P.O. Box 8247
                             Boise, Idaho 83733
                             Facsimile (208) 383-7563

     14.5     COLLECTION COSTS AND ATTORNEY FEES.  Whether or not litigation 
or arbitration is commenced, Borrower promises to pay all costs of collecting 
any amounts which may become due to Lender under any of the Loan Documents. 
Without limiting the foregoing, if litigation or arbitration is commenced to 
enforce or construe any term of any of the Loan Documents, the prevailing 
party shall be entitled to recover from the other party all costs thereof, 
including but not limited to such sums as the court or arbitrator(s) may 
adjudge reasonable as attorney fees at trial, in any appellate proceeding, 
proceeding under the bankruptcy code or receivership and post-judgment 
attorney fees incurred in enforcing any judgment.

    14.6      INTEGRATION; CONFLICTING TERMS.  This Agreement together with 
the other Loan Documents comprises the entire agreement of the parties on the 
subject matter hereof and supersedes and replaces all prior agreements, oral 
and written, on such subject matter. If any term of any of the other Loan 
Documents expressly conflicts with the provisions of this

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<PAGE>

Agreement, the provisions of this Agreement shall control; provided, however, 
that the inclusion of supplemental rights and remedies of Lender in any of 
the other Loan Documents shall not be deemed a conflict with this Agreement.

    14.7      GOVERNING LAW.  Except to the extent that Lender has greater 
rights and remedies under federal law, this Agreement shall be governed by 
and construed and enforced in accordance with the laws of the State of Idaho 
without regard to conflicts of law principles.

    14.8      ADDITIONAL ACTS.  Upon request by Lender, Borrower will from 
time to time provide such information, execute such documents and do such 
acts as may reasonably be required by Lender in connection with any 
indebtedness or obligations of any of them to Lender.

    14.9      DOCUMENTS SATISFACTORY TO LENDER.  All information, documents 
and instruments required to be executed or delivered to Lender shall be in 
form and substance satisfactory to Lender.

    14.10     JURY WAIVER.  LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY 
              JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY 
              EITHER LENDER OR BORROWER AGAINST THE OTHER.

    14.11     EXHIBITS.  All Exhibits referred to herein are attached hereto 
and hereby incorporated by reference as if fully set forth herein.

    14.12     REFERENCES.

              14.12.1 References to any Loan Document shall mean such Loan 
Document as amended, modified, supplemented or extended from time to time and 
any number of substitutions, renewals and replacements thereof or therefor.

              14.12.2 References to governmental laws, statutes, ordinances, 
rules and regulations shall be construed as including all amendments, 
consolidations and replacements thereof or therefor.

    BORROWER ACKNOWLEDGES RECEIPT OF A COPY OF THIS AGREEMENT.

BORROWER                                     LENDER
COLDWATER CREEK, INC.                        U.S. BANK OF IDAHO FORMERLY
                                             KNOWN AS WEST ONE BANK, IDAHO

BY     /S/ Donald A. Robson                  BY    /S/ Anthony W. Olbrich
       -------------------------                   -------------------------
       Donald A. Robson, Vice President &          Anthony W. Olbrich
         Chief Financial Officer

TITLE  C.F.O.                                TITLE  SR. VP
       -------------------------                    -------------------------

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