[sheet: Certificate]
Field
BORROWING BASE CERTIFICATE
Delivered pursuant to Section 6.02(a) of the Credit Agreement dated as of May 4, 2023 (effective May 19, 2023) (the "Credit Agreement") among Cascade Retail Holdings Inc., a Delaware corporation ("CRH"), Cascade Retail Operating Company LLC, a Delaware limited liability company ("CROC" and together with CRH, the "Borrowers"), the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Agent").
Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement.
| Certificate Date: | May 19, 2023 |
| Reporting Period End Date: | May 19, 2023 |
| Certified By: | Priya Anand, Treasurer, Cascade Retail Holdings Inc. |
The undersigned Responsible Officer of CRH hereby certifies to the Agent and the Lenders that the information set forth below and in the schedules attached hereto is true, correct and complete as of the date hereof.
| CUSIP: | 14762MAA3 |
| Calderwood & Harkness LLP Matter No.: | 1038-00002 |
| Aggregate Revolving Commitments: | $300,000,000 |
| Net Borrowing Base: | $326,400,000 |
| Available Commitment: | $300,000,000 |
| Initial Draw at Closing: | $150,000,000 |
| Excess Availability (Undrawn): | $150,000,000 |
[sheet: Borrowing Base Calculation]
Line Item
SECTION A: ACCOUNTS RECEIVABLE
| 1. Total Accounts Receivable (gross) | Schedule A-1 | 225000000 | Gross book value of all accounts |
| 2. Less: Ineligible Receivables | Schedule A-2 | -38000000 | Includes aged >90 days, concentrations, cross-aged, foreign, intercompany, government, contra |
| 3. Eligible Receivables | Line 1 + Line 2 | 187000000 | Per Ridgeline Asset Advisors LLC field exam report dated March 31, 2023 |
| 4. Receivables Advance Rate | 0.85 | 85% | |
| 5. Receivables Borrowing Base Component | Line 3 × Line 4 | 158950000 | 85% × $187,000,000 |
SECTION B: INVENTORY
| 6. Total Inventory (gross, at cost) | Schedule B-1 | 412000000 | Gross book value of all inventory |
| 7. Less: Ineligible Inventory | Schedule B-2 | -72000000 | Includes slow-moving, damaged, in-transit >45 days, consigned, not at permitted locations |
| 8. Eligible Inventory (at cost) | Line 6 + Line 7 | 340000000 | |
| 9. Net Orderly Liquidation Value (NOLV) of Eligible Inventory | Schedule B-3 | 294000000 | Per Ridgeline Asset Advisors LLC appraisal report dated March 31, 2023 |
| 10. Inventory Advance Rate (applied to NOLV) | 0.65 | 65% of NOLV | |
| 11. Inventory Borrowing Base Component | Line 9 × Line 10 | 191100000 | 65% × $294,000,000 |
SECTION C: GROSS BORROWING BASE
12. Gross Borrowing Base
SECTION D: AVAILABILITY RESERVES
| 13. Rent Reserve | Schedule D-1 | 8200000 | 3 months' rent for leased locations |
| 14. Gift Card / Stored Value Reserve | Schedule D-2 | 5100000 | Outstanding gift card liabilities |
| 15. Dilution Reserve | Schedule D-3 | 6350000 | Based on historical dilution rate applied to eligible receivables |
| 16. Customer Deposit / Credit Reserve | Schedule D-4 | 2500000 | |
| 17. Other Reserves (tax liens, insurance, etc.) | Schedule D-5 | 1500000 | |
| 18. Total Availability Reserves | Sum of Lines 13–17 | 23650000 |
SECTION E: NET BORROWING BASE & AVAILABLE COMMITMENT
| 19. Net Borrowing Base | Line 12 − Line 18 | 326400000 | $350,050,000 − $23,650,000 |
| 20. Aggregate Revolving Commitments | Per Credit Agreement | 300000000 | |
| 21. Available Commitment (lesser of Line 19 and Line 20) | Min(Line 19, Line 20) | 300000000 | Min($326,400,000, $300,000,000) |
SECTION F: USAGE & EXCESS AVAILABILITY
| 22. Outstanding Revolving Loans (closing date draw) | 150000000 | Initial draw at closing | |
| 23. Outstanding Letters of Credit | 0 | None outstanding at closing | |
| 24. Outstanding Swingline Loans | 0 | None outstanding at closing | |
| 25. Total Outstandings | Sum of Lines 22–24 | 150000000 | |
| 26. Excess Availability (Undrawn) | Line 21 − Line 25 | 150000000 | $300,000,000 − $150,000,000 |
SECTION G: COVENANT TRIGGER ANALYSIS
| 27. FCCR Trigger Threshold | Greater of (a) 10% × Min(Commitments, BB) and (b) $25M | 30000000 | 10% × $300,000,000 = $30,000,000 > $25,000,000 |
| 28. Availability vs. FCCR Trigger | Line 26 vs. Line 27 | PASS | $150,000,000 > $30,000,000 — FCCR testing NOT required |
| 29. Cash Dominion Trigger Threshold | 12.5% × Min(Commitments, BB) | 37500000 | 12.5% × $300,000,000 |
| 30. Availability vs. Cash Dominion Trigger | Line 26 vs. Line 29 | PASS | $150,000,000 > $37,500,000 — Cash dominion NOT triggered |
| 31. Restricted Payment Availability Threshold | 15% × Min(Commitments, BB) | 45000000 | 15% × $300,000,000 |
| 32. Availability vs. Restricted Payment Threshold | Line 26 vs. Line 31 | PASS | $150,000,000 > $45,000,000 — Restricted payments basket available |
[sheet: Schedule A — Receivables]
Category
A-1: TOTAL ACCOUNTS RECEIVABLE (GROSS)
| Cascade Retail Holdings Inc. | CRH | 12500000 | Corporate-level receivables (vendor rebates, etc.) |
| Cascade Retail Operating Company LLC | CROC | 142000000 | Wholesale, retail charge, marketplace receivables |
| Cascade Digital Commerce Inc. | CDC | 58500000 | E-commerce platform receivables (credit card processor, marketplace) |
| Cascade Outlet Stores LLC | COS | 9000000 | Outlet store receivables |
| Cascade Fulfillment Services Inc. | CFS | 3000000 | Third-party fulfillment service receivables |
| Total Gross Accounts Receivable | 225000000 |
A-2: INELIGIBLE RECEIVABLES
| Receivables aged > 90 days past invoice date | -11200000 | |
| Cross-aged accounts (>50% of account balance >60 days) | -5800000 | |
| Concentration excess (>10% of eligible receivables from single account debtor) | -4500000 | |
| Foreign receivables (non-U.S. account debtors, excluding Canada) | -3200000 | |
| Intercompany receivables | -6100000 | Excluded: receivables from Cascade Retail Canada ULC and intercompany |
| Government receivables | -1500000 | |
| Contra / offset accounts | -2700000 | |
| Disputed / doubtful accounts | -1800000 | |
| Other ineligibles (credit balances, unapplied cash, etc.) | -1200000 | |
| Total Ineligible Receivables | -38000000 | |
| ELIGIBLE RECEIVABLES | 187000000 | $225,000,000 − $38,000,000 |
| Advance Rate Applied: | 85% | Per Section 1.01 of Credit Agreement |
| Receivables Borrowing Base Component: | 158950000 | 85% × $187,000,000 |
[sheet: Schedule B — Inventory]
Category
B-1: TOTAL INVENTORY (GROSS, AT COST)
| Kent, WA Distribution Center (CFS) | 18700 72nd Ave S, Kent, WA 98032 | 128000000 | Apparel, home goods, outdoor/lifestyle |
| Reno, NV Distribution Center (CFS) | 4500 Logistics Pkwy, Reno, NV 89506 | 102000000 | Apparel, home goods |
| Columbus, OH Distribution Center (CFS) | 7200 Alum Creek Dr, Columbus, OH 43217 | 87000000 | Apparel, outdoor/lifestyle |
| Outlet Store Locations (COS — 64 stores) | Various | 68000000 | Retail floor inventory across 64 outlet locations |
| In-Transit Inventory | Various carriers | 22000000 | Goods in transit to DCs and stores |
| E-Commerce Fulfillment (CDC) | Portland, OR / DCs | 5000000 | Drop-ship and third-party marketplace inventory |
| Total Gross Inventory (at cost) | 412000000 |
B-2: INELIGIBLE INVENTORY
| Slow-moving inventory (>12 months aged) | -24000000 | |
| Damaged / defective goods | -3500000 | |
| In-transit > 45 days | -4500000 | Per Credit Agreement definition of Eligible Inventory |
| Consigned inventory | -6000000 | Vendor-owned consignment goods |
| Inventory not at a Permitted Location (missing landlord waiver) | -18000000 | Subject to post-closing landlord waiver deliverables |
| Packaging / supplies / non-saleable goods | -8000000 | |
| Other ineligibles (samples, customer returns pending processing) | -8000000 | |
| Total Ineligible Inventory | -72000000 | |
| ELIGIBLE INVENTORY (AT COST) | 340000000 | $412,000,000 − $72,000,000 |
B-3: NET ORDERLY LIQUIDATION VALUE (NOLV)
| Appraised NOLV of Eligible Inventory | Per Ridgeline Asset Advisors LLC report dated March 31, 2023; Engagement Lead: Patricia Holbrook | 294000000 | NOLV as % of cost: ~86.5% |
| NOLV applied to Borrowing Base | 294000000 | ||
| Advance Rate Applied: | 65% | Per Section 1.01 of Credit Agreement | |
| Inventory Borrowing Base Component: | 191100000 | 65% × $294,000,000 |
[sheet: Schedule D — Reserves]
Reserve Category
AVAILABILITY RESERVES DETAIL
| D-1: Rent Reserve | 3 months' rent for leased DC and retail locations per Credit Agreement | 8200000 | Covers distribution centers (Kent, Reno, Columbus) and 64 outlet stores |
| D-2: Gift Card / Stored Value Reserve | Outstanding unredeemed gift card liability | 5100000 | Per Cascade's balance sheet as of most recent reporting date |
| D-3: Dilution Reserve | Applied when trailing 12-month dilution rate exceeds 5%; calculated on eligible receivables | 6350000 | Dilution rate ~8.4%; reserve = (8.4% − 5%) × $187,000,000 ≈ $6,350,000 |
| D-4: Customer Deposit / Credit Reserve | Outstanding customer credits, deposits, and loyalty program liabilities | 2500000 | |
| D-5: Other Reserves | Tax lien reserves, bank product reserves, insurance deductible reserves | 1500000 | Includes estimated priority claims |
| TOTAL AVAILABILITY RESERVES | 23650000 | $8,200,000 + $5,100,000 + $6,350,000 + $2,500,000 + $1,500,000 |
Dilution Reserve Calculation Detail:
| Trailing 12-month dilution rate: | 8.40% | Per analysis of historical credits, returns, allowances |
| Dilution threshold per Credit Agreement: | 5.00% | |
| Excess dilution rate: | 3.40% | 8.40% − 5.00% |
| Eligible Receivables: | 187000000 | |
| Dilution Reserve: | 6358000 | 3.40% × $187,000,000 = $6,358,000; rounded to $6,350,000 |
[sheet: Initial Draw Summary]
Use of Funds
INITIAL DRAW — MAY 19, 2023 (CLOSING DATE)
Payoff of Existing ABL Facility
CLOSING COSTS, FEES & EXPENSES:
| Upfront / Arrangement Fee — Crescent Harbor Bank, N.A. | Crescent Harbor Bank, N.A. | 675000 | 50 bps × $135,000,000 commitment |
| Upfront Fee — Northgate Capital Bank | Northgate Capital Bank | 450000 | 50 bps × $90,000,000 commitment |
| Upfront Fee — Bridgevale Financial Corporation | Bridgevale Financial Corporation | 375000 | 50 bps × $75,000,000 commitment |
| Administrative Agent Fee (Year 1) | Crescent Harbor Bank, N.A. | 150000 | $150,000 per annum |
| Legal Fees — Calderwood & Harkness LLP (Borrower's Counsel) | Calderwood & Harkness LLP | 850000 | Estimated; Matter No. 1038-00002 |
| Legal Fees — Whitfield, Greer & Holloway LLP (Lenders' Counsel) | Whitfield, Greer & Holloway LLP | 425000 | Estimated; Matter No. 1038-00002 |
| Field Exam / Appraisal Fee | Ridgeline Asset Advisors LLC | 175000 | Per engagement with Patricia Holbrook |
| UCC Filing Fees & Search Fees | DE SOS / WA SOS | 35000 | 3 UCC-1 filings + UCC-3 terminations + searches |
| Insurance / Miscellaneous Closing Costs | Various | 40000 | Including Strathmore Corporation Greaves & Co. broker fees, endorsement costs |
| Subtotal — Closing Costs, Fees & Expenses | 3175000 | ||
| Working Capital | CRH Operating Account at Meridian Trust Company, N.A. | 34375000 | 1001 Fourth Avenue, Suite 500, Seattle, WA 98154 |
| TOTAL INITIAL DRAW | 150000000 | $112,450,000 + $3,175,000 + $34,375,000 | |
| Aggregate Revolving Commitments | 300000000 | ||
| Less: Total Initial Draw | -150000000 | ||
| UNDRAWN AVAILABILITY AT CLOSING | 150000000 | $300,000,000 − $150,000,000 |