[sheet: Cover]

Field	Value
Transaction	$300,000,000 Senior Secured Asset-Based Revolving Credit Facility
Borrowers	Cascade Retail Holdings Inc. and Cascade Retail Operating Company LLC
Guarantors	Cascade Digital Commerce Inc., Cascade Outlet Stores LLC, and Cascade Fulfillment Services Inc.
Administrative Agent / Collateral Agent	Crescent Harbor Bank, N.A.
Syndicate Lenders	Northgate Capital Bank; Bridgevale Financial Corporation
Borrower's Counsel	Calderwood & Harkness LLP
Agent's / Lenders' Counsel	Whitfield, Greer & Holloway LLP
Closing Date	May 19, 2023
Credit Agreement Date	May 4, 2023 (effective May 19, 2023)
Maturity Date	May 19, 2028
Governing Law	State of New York
Prepared by	Calderwood & Harkness LLP — Matter No. 1038-00002
Version	Final — May 19, 2023
C&H Responsible Partner	Claudia Merritt
C&H Lead Associate	Marcus Leung
C&H Working Associate	Sophie Tremblay
WGH Lead Partner	Bernard Ashford
WGH Associate	Megan Proctor

[sheet: Closing Checklist]

Item No.

I. CREDIT AND LOAN DOCUMENTS

1	I. Credit and Loan Documents	Credit Agreement — Execution version dated May 4, 2023 (effective May 19, 2023), among CRH and CROC as Borrowers, CDC, COS and CFS as Guarantors, the Lenders, and Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent. $300,000,000 aggregate revolving commitments; Adjusted Term SOFR + 300 bps; maturity May 19, 2028.	CRH, CROC, CDC, COS, CFS, CHB, NCB, Bridgevale	R	P	E	E	Complete	2023-05-04	Signed May 4, 2023; effective upon satisfaction of all conditions precedent on May 19, 2023
2	I. Credit and Loan Documents	Guaranty Agreement — Executed by CDC, COS, and CFS in favor of CHB as Administrative Agent for the benefit of the Secured Parties	CDC, COS, CFS, CHB	P	R	E	E	Complete	2023-05-04	NY governing law
3	I. Credit and Loan Documents	Security Agreement — Granting first-priority security interest in all ABL Collateral (accounts receivable, inventory, deposit accounts, supporting obligations, chattel paper, instruments, letter-of-credit rights, commercial tort claims, general intangibles, and proceeds)	CRH, CROC, CDC, COS, CFS (as Grantors), CHB (as Collateral Agent)	P	R	E	E	Complete	2023-05-04	Excludes real property (except fixtures), equity in foreign subsidiaries >65% voting stock, registered IP (subject to negative pledge)
4	I. Credit and Loan Documents	Pledge Agreement — Pledge of 100% equity in CROC by CRH; 100% equity in CDC, COS, CFS by CROC; 65% voting equity in Cascade Retail Canada ULC by CROC	CRH, CROC (as Pledgors), CHB (as Collateral Agent)	P	R	E	E	Complete	2023-05-04	NY governing law
5	I. Credit and Loan Documents	Revolving Loan Promissory Note — Crescent Harbor Bank, N.A. ($135,000,000)	CRH, CROC (as Borrowers), CHB (as Lender)	P	R	E	N/A	Complete	2023-05-04	Adjusted Term SOFR + 300 bps; maturity May 19, 2028
6	I. Credit and Loan Documents	Revolving Loan Promissory Note — Northgate Capital Bank ($90,000,000)	CRH, CROC (as Borrowers), NCB (as Lender)	P	R	E	N/A	Complete	2023-05-04	Adjusted Term SOFR + 300 bps; maturity May 19, 2028
7	I. Credit and Loan Documents	Revolving Loan Promissory Note — Bridgevale Financial Corporation ($75,000,000)	CRH, CROC (as Borrowers), Bridgevale (as Lender)	P	R	E	N/A	Complete	2023-05-04	Adjusted Term SOFR + 300 bps; maturity May 19, 2028
8	I. Credit and Loan Documents	Swingline Promissory Note — Crescent Harbor Bank, N.A. ($25,000,000)	CRH, CROC (as Borrowers), CHB (as Swingline Lender)	P	R	E	N/A	Complete	2023-05-04	Swingline sublimit: $25,000,000

II. CORPORATE / ORGANIZATIONAL DOCUMENTS — BORROWERS

9	II. Corporate / Organizational Documents — Borrowers	Secretary's Certificate of Cascade Retail Holdings Inc. — attaching (i) Certificate of Incorporation (certified by DE SOS), (ii) Bylaws, (iii) Board of Directors resolutions dated February 27, 2023 authorizing the $300M ABL and designating Nathaniel Voss (CEO) and Elena Kowalski (CFO) as authorized signatories, and (iv) incumbency certificate	Derek Tanaka (General Counsel & Corporate Secretary)	R	R	P/E	N/A	Complete	2023-05-19	DE corporation; EIN: 91-1847263
10	II. Corporate / Organizational Documents — Borrowers	Secretary's Certificate of Cascade Retail Operating Company LLC — attaching (i) Certificate of Formation (certified by DE SOS), (ii) LLC Agreement, (iii) member resolutions, and (iv) incumbency certificate	Derek Tanaka (authorized representative)	R	R	P/E	N/A	Complete	2023-05-19	DE LLC; EIN: 83-2951047
11	II. Corporate / Organizational Documents — Borrowers	Certificate of Good Standing — Cascade Retail Holdings Inc. (Delaware Secretary of State)	DE SOS	P	N/A	N/A	N/A	Complete	2023-05-19	Dated within 30 days of closing
12	II. Corporate / Organizational Documents — Borrowers	Certificate of Good Standing — Cascade Retail Holdings Inc. (Washington Secretary of State — foreign qualification)	WA SOS	P	N/A	N/A	N/A	Complete	2023-05-19	Headquarters: 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
13	II. Corporate / Organizational Documents — Borrowers	Certificate of Good Standing — Cascade Retail Operating Company LLC (Delaware Secretary of State)	DE SOS	P	N/A	N/A	N/A	Complete	2023-05-19
14	II. Corporate / Organizational Documents — Borrowers	Certificate of Good Standing — Cascade Retail Operating Company LLC (Washington Secretary of State — foreign qualification)	WA SOS	P	N/A	N/A	N/A	Complete	2023-05-19

III. CORPORATE / ORGANIZATIONAL DOCUMENTS — GUARANTORS

15	III. Corporate / Organizational Documents — Guarantors	Secretary's Certificate of Cascade Digital Commerce Inc. — attaching organizational documents, resolutions authorizing Guaranty and Security Agreements, and incumbency certificate	Authorized officer of CDC	R	R	P/E	N/A	Complete	2023-05-19	DE corporation; EIN: 84-3720158; 500 Fremont Street, Suite 200, Portland, OR 97209
16	III. Corporate / Organizational Documents — Guarantors	Secretary's Certificate of Cascade Outlet Stores LLC — attaching operating agreement, resolutions authorizing Guaranty and Security Agreements, and incumbency certificate	Authorized officer of COS	R	R	P/E	N/A	Complete	2023-05-19	WA LLC; EIN: 91-2034671; operates 64 outlet retail locations
17	III. Corporate / Organizational Documents — Guarantors	Secretary's Certificate of Cascade Fulfillment Services Inc. — attaching charter, bylaws, resolutions authorizing Guaranty and Security Agreements, and incumbency certificate	Authorized officer of CFS	R	R	P/E	N/A	Complete	2023-05-19	DE corporation; EIN: 84-5291836; operates DCs in Kent, WA; Reno, NV; Columbus, OH
18	III. Corporate / Organizational Documents — Guarantors	Certificate of Good Standing — Cascade Digital Commerce Inc. (Delaware Secretary of State)	DE SOS	P	N/A	N/A	N/A	Complete	2023-05-19
19	III. Corporate / Organizational Documents — Guarantors	Certificate of Good Standing — Cascade Digital Commerce Inc. (Oregon — foreign qualification)	OR SOS	P	N/A	N/A	N/A	Complete	2023-05-19
20	III. Corporate / Organizational Documents — Guarantors	Certificate of Good Standing — Cascade Outlet Stores LLC (Washington Secretary of State)	WA SOS	P	N/A	N/A	N/A	Complete	2023-05-19
21	III. Corporate / Organizational Documents — Guarantors	Certificate of Good Standing — Cascade Fulfillment Services Inc. (Delaware Secretary of State)	DE SOS	P	N/A	N/A	N/A	Complete	2023-05-19
22	III. Corporate / Organizational Documents — Guarantors	Certificate of Good Standing — Cascade Fulfillment Services Inc. (Washington — foreign qualification)	WA SOS	P	N/A	N/A	N/A	Complete	2023-05-19	Kent, WA distribution center
23	III. Corporate / Organizational Documents — Guarantors	Certificate of Good Standing — Cascade Fulfillment Services Inc. (Nevada — foreign qualification)	NV SOS	P	N/A	N/A	N/A	Complete	2023-05-19	Reno, NV distribution center
24	III. Corporate / Organizational Documents — Guarantors	Certificate of Good Standing — Cascade Fulfillment Services Inc. (Ohio — foreign qualification)	OH SOS	P	N/A	N/A	N/A	Complete	2023-05-19	Columbus, OH distribution center

IV. SECURITY / COLLATERAL DOCUMENTS

25	IV. Security / Collateral Documents	Perfection Certificate executed by authorized officers of each Loan Party (CRH, CROC, CDC, COS, CFS) — setting forth legal names, prior names, jurisdictions, EINs, principal offices, locations of inventory/equipment, deposit accounts, IP, and commercial tort claims	CRH, CROC, CDC, COS, CFS	P	R	E	N/A	Complete	2023-05-04	Dated May 4, 2023
26	IV. Security / Collateral Documents	Deposit Account Control Agreement — Meridian Trust Company, N.A. (CRH operating account)	CRH, Meridian Trust Company, N.A., CHB (as Collateral Agent)	P	R	E	E	Complete	2023-05-19	Meridian Trust: 1001 Fourth Avenue, Suite 500, Seattle, WA 98154; includes cash dominion provisions triggered at Availability < $37,500,000
27	IV. Security / Collateral Documents	Deposit Account Control Agreement — CHB Operating Account (CROC collections account)	CROC, CHB (as both depository bank and Collateral Agent)	P	R	E	E	Complete	2023-05-19
28	IV. Security / Collateral Documents	Deposit Account Control Agreement — CHB Concentration Account	CRH, CHB (as both depository bank and Collateral Agent)	P	R	E	E	Complete	2023-05-19
29	IV. Security / Collateral Documents	Deposit Account Control Agreement — Northgate Capital Bank (CDC collections account)	CDC, NCB (as depository bank), CHB (as Collateral Agent)	P	R	E	E	Complete	2023-05-19

V. UCC FILINGS

30	V. UCC Filings	UCC-1 Financing Statement — Delaware Secretary of State; Debtor: Cascade Retail Holdings Inc.; Secured Party: Crescent Harbor Bank, N.A. as Collateral Agent	CHB (as Collateral Agent)	P	N/A	N/A	N/A	Complete	2023-05-19	Filing No. 2023-1947291
31	V. UCC Filings	UCC-1 Financing Statement — Delaware Secretary of State; Debtor: Cascade Retail Operating Company LLC; Secured Party: Crescent Harbor Bank, N.A. as Collateral Agent	CHB (as Collateral Agent)	P	N/A	N/A	N/A	Complete	2023-05-19	Filing No. 2023-1947283
32	V. UCC Filings	UCC-1 Financing Statement — Washington Secretary of State; Debtor: Cascade Outlet Stores LLC; Secured Party: Crescent Harbor Bank, N.A. as Collateral Agent	CHB (as Collateral Agent)	P	N/A	N/A	N/A	Complete	2023-05-19	Filing No. 2023-204-8176
33	V. UCC Filings	UCC Lien Search Results — Delaware (CRH)	N/A	P	R	N/A	R	Complete	2023-05-15	Confirmed no prior liens other than Harborview (to be terminated)
34	V. UCC Filings	UCC Lien Search Results — Delaware (CROC)	N/A	P	R	N/A	R	Complete	2023-05-15	Confirmed no prior liens other than Harborview (to be terminated)
35	V. UCC Filings	UCC Lien Search Results — Washington (COS)	N/A	P	R	N/A	R	Complete	2023-05-15
36	V. UCC Filings	UCC Lien Search Results — Delaware (CDC)	N/A	P	R	N/A	R	Complete	2023-05-15
37	V. UCC Filings	UCC Lien Search Results — Delaware (CFS)	N/A	P	R	N/A	R	Complete	2023-05-15

VI. PAYOFF / RELEASE DOCUMENTS

38	VI. Payoff / Release Documents	Payoff Letter — Harborview Lending Group, LLC, setting forth payoff amount of $112,450,000 (principal, accrued interest, and fees) for existing $175,000,000 revolving ABL facility, wire instructions, and agreement to deliver UCC-3 termination statements and lien releases	Harborview Lending Group, LLC (Steven Calloway, VP); CRH; CHB	R	R	E	R	Complete	2023-05-17	Payoff letter dated May 17, 2023; payoff wired May 19, 2023
39	VI. Payoff / Release Documents	UCC-3 Termination Statement — Harborview Lending Group, LLC (Delaware — CRH)	Harborview Lending Group, LLC	R	N/A	N/A	R	Complete	2023-05-19	Terminating Harborview's existing UCC filing against CRH
40	VI. Payoff / Release Documents	UCC-3 Termination Statement — Harborview Lending Group, LLC (Delaware — CROC)	Harborview Lending Group, LLC	R	N/A	N/A	R	Complete	2023-05-19	Terminating Harborview's existing UCC filing against CROC
41	VI. Payoff / Release Documents	Lien Release Confirmation from Harborview Lending Group, LLC	Harborview Lending Group, LLC	R	N/A	N/A	R	Complete	2023-05-19	Release of all liens under prior facility

VII. OFFICER'S AND COMPLIANCE CERTIFICATES

42	VII. Officer's and Compliance Certificates	Officer's Certificate of CRH and CROC — executed by Elena Kowalski (CFO) certifying (i) truth of representations and warranties, (ii) no Default or Event of Default, (iii) all conditions precedent under Article IV satisfied, and (iv) closing Borrowing Base Certificate showing Net Borrowing Base of $326,400,000	Elena Kowalski, CFO	P	R	E	R	Complete	2023-05-19
43	VII. Officer's and Compliance Certificates	Solvency Certificate — executed by Elena Kowalski (CFO) certifying that after giving effect to the transactions (including initial borrowing of $150,000,000 and Harborview payoff), the Borrower and subsidiaries on a consolidated basis are Solvent	Elena Kowalski, CFO	P	R	E	R	Complete	2023-05-19
44	VII. Officer's and Compliance Certificates	Borrowing Base Certificate — Closing Date (May 19, 2023): Eligible Receivables $187M × 85% = $158,950,000; Eligible Inventory NOLV $294M × 65% = $191,100,000; Gross BB $350,050,000; less Availability Reserves $23,650,000; Net BB $326,400,000; Available Commitment $300,000,000	Priya Anand, Treasurer	R	R	E	R	Complete	2023-05-19	Updated from initial BBC dated April 14, 2023
45	VII. Officer's and Compliance Certificates	Form of Compliance Certificate (Exhibit to Credit Agreement) — template form for ongoing post-closing delivery	N/A	P	R	N/A	R	Complete	2023-05-04	First post-closing compliance certificate due August 14, 2023

VIII. LEGAL OPINIONS

46	VIII. Legal Opinions	Legal Opinion of Calderwood & Harkness LLP (Borrower's Counsel) — addressed to CHB as Administrative Agent and the Lenders, opining on (i) due organization and good standing, (ii) corporate/LLC power and authority, (iii) due authorization, execution and delivery, (iv) enforceability (subject to customary qualifications), (v) no conflicts, (vi) creation and perfection of security interests upon UCC filings in DE and WA, and (vii) no governmental approvals required. Subject to customary bankruptcy, equity, and usury exceptions. NY and DE law.	Calderwood & Harkness LLP (Claudia Merritt)	P	R	N/A	R	Complete	2023-05-19
47	VIII. Legal Opinions	Legal Opinion of Whitfield, Greer & Holloway LLP (Agent's / Lenders' Counsel) — addressed to CHB and the Lenders, opining on enforceability and related matters	Whitfield, Greer & Holloway LLP (Bernard Ashford)	R	P	N/A	R	Complete	2023-05-19

IX. FINANCIAL DELIVERABLES

48	IX. Financial Deliverables	Audited Financial Statements of CRH and Subsidiaries for FY2022 (FYE December 31, 2022) — Revenue ~$1.82 billion; Total Assets ~$1.14 billion; Consolidated EBITDA $148,500,000; Fixed Charges $87,200,000; FCCR 1.70:1.00	Kessler & Hodge LLP (Richard Gundersen, Lead Engagement Partner)	N/A	N/A	P	R	Complete	2023-04-01	Delivered with audit opinion
49	IX. Financial Deliverables	Ridgeline Asset Advisors LLC — Field Examination and Inventory Appraisal Report dated March 31, 2023 (Patricia Holbrook, Engagement Lead)	Ridgeline Asset Advisors LLC	R	R	N/A	R	Complete	2023-03-31	Field exam commenced March 13, 2023; confirms eligible receivables of $187M and eligible inventory NOLV of $294M
50	IX. Financial Deliverables	Pro forma balance sheet and projections of the Borrower after giving effect to the initial draw ($150M) and payoff of existing facility ($112.45M)	CRH (Elena Kowalski)	R	R	P	R	Complete	2023-05-15
51	IX. Financial Deliverables	Funds Flow Memorandum — detailing all closing-date wire transfers: (1) Payoff to Harborview: $112,450,000; (2) Upfront fee to CHB: $675,000; (3) Upfront fee to NCB: $450,000; (4) Upfront fee to Bridgevale: $375,000; (5) Agent fee (Year 1) to CHB: $150,000; (6) Legal fees — C&H; (7) Legal fees — WGH; (8) Ridgeline appraisal/field exam fee; (9) UCC filing fees; (10) Working capital to CRH operating account at Meridian Trust: $34,375,000. Total initial draw: $150,000,000; Total closing costs/fees/expenses: $3,175,000	C&H, CRH, CHB	P	R	R	R	Complete	2023-05-19

X. INSURANCE DELIVERABLES

52	X. Insurance Deliverables	Insurance Certificate — evidence of property & casualty coverage from Pinnacle Assurance Company with CHB as Collateral Agent named as loss payee and additional insured	Strathmore Corporation Greaves & Co. (insurance broker); Pinnacle Assurance Company	R	R	P	R	Complete	2023-05-19	Arranged by Strathmore Corporation Greaves & Co., 311 South Wacker Drive, Suite 1600, Chicago, IL 60606
53	X. Insurance Deliverables	Insurance Certificate — evidence of business interruption / umbrella coverage from Kelvantis Mutual Insurance Group with CHB as Collateral Agent named as loss payee and additional insured	Strathmore Corporation Greaves & Co. (insurance broker); Kelvantis Mutual Insurance Group	R	R	P	R	Complete	2023-05-19
54	X. Insurance Deliverables	Insurance Endorsements — naming Crescent Harbor Bank, N.A. as loss payee and additional insured on all collateral-related policies	Pinnacle Assurance Company; Kelvantis Mutual Insurance Group	R	N/A	P	R	Complete	2023-05-19	Final updated endorsements due within 30 days post-closing per Post-Closing Letter

XI. THIRD-PARTY CONSENTS AND MISCELLANEOUS

55	XI. Third-Party Consents and Miscellaneous	Mandate Letter executed by CRH and Crescent Harbor Bank, N.A. dated March 6, 2023	CRH, CHB	R	N/A	E	E	Complete	2023-03-06
56	XI. Third-Party Consents and Miscellaneous	Fee Letter between CRH and Crescent Harbor Bank, N.A. — upfront fee of 50 bps ($1,500,000 total); agent fee of $150,000/yr; LC fronting fee of 12.5 bps	CRH, CHB	R	P	E	E	Complete	2023-05-04
57	XI. Third-Party Consents and Miscellaneous	CUSIP Application and Assignment — CUSIP No. 14762MAA3 assigned for LSTA trading	CHB	N/A	N/A	N/A	P	Complete	2023-05-19
58	XI. Third-Party Consents and Miscellaneous	Evidence of Nasdaq listing and public company status (Ticker: CRHI)	CRH	N/A	N/A	P	R	Complete	2023-05-15
59	XI. Third-Party Consents and Miscellaneous	Consent of Meridian Trust Company, N.A. to DACA	Meridian Trust Company, N.A.	P	N/A	R	R	Complete	2023-05-19	CRH operating bank
60	XI. Third-Party Consents and Miscellaneous	IRS Form W-9 for each Loan Party (CRH, CROC, CDC, COS, CFS)	CRH, CROC, CDC, COS, CFS	N/A	N/A	P	R	Complete	2023-05-15	EINs: CRH 91-1847263; CROC 83-2951047; CDC 84-3720158; COS 91-2034671; CFS 84-5291836
61	XI. Third-Party Consents and Miscellaneous	Designation of process agent for service of process in New York (submission to jurisdiction: SDNY and NY Supreme Court, New York County)	CRH	P	R	E	N/A	Complete	2023-05-04

XII. POST-CLOSING OBLIGATIONS

62	XII. Post-Closing Obligations	Landlord Waivers / Collateral Access Agreements for 12 specified retail and distribution center locations (including Kent, WA DC at 18700 72nd Avenue South; Reno, NV DC at 4500 Logistics Parkway; Columbus, OH DC at 7200 Alum Creek Drive)	CRH, respective landlords, CHB (as Collateral Agent)	P	R	E	R	Post-Closing	2023-07-18	Due within 60 days of closing (July 18, 2023)
63	XII. Post-Closing Obligations	Updated insurance endorsements naming Crescent Harbor Bank, N.A. as loss payee and additional insured — final forms from Pinnacle Assurance Company and Kelvantis Mutual Insurance Group	Strathmore Corporation Greaves & Co.; Pinnacle; Kelvantis Mutual	R	N/A	P	R	Post-Closing	2023-06-18	Due within 30 days of closing (June 18, 2023)
64	XII. Post-Closing Obligations	Intercompany note evidencing any intercompany loans to Cascade Retail Canada ULC (excluded foreign subsidiary; BC, Canada ULC)	CRH / CROC, CRC	P	R	E	R	Post-Closing	2023-07-18	Due within 60 days of closing
65	XII. Post-Closing Obligations	First post-closing Borrowing Base Certificate	Priya Anand, Treasurer	R	N/A	P	R	Pending	2023-06-15	Monthly BBC due by 15th of following month; weekly if Availability < $45M
66	XII. Post-Closing Obligations	First post-closing Compliance Certificate	Elena Kowalski, CFO	R	N/A	P	R	Pending	2023-08-14	Due within 60 days of Q2 2023 fiscal quarter-end (June 30, 2023)

[sheet: Party & Contact Directory]

Party Full Legal Name	Short Name	Role	Entity Type / Jurisdiction	Key Contact	Title	Address	EIN
Cascade Retail Holdings Inc.	CRH	Borrower (Our Client)	DE corporation; Nasdaq: CRHI	Nathaniel Voss / Elena Kowalski / Derek Tanaka / Priya Anand	CEO / CFO / GC / Treasurer	2200 Elliott Avenue, Suite 1400, Seattle, WA 98121	91-1847263
Cascade Retail Operating Company LLC	CROC	Co-Borrower	DE LLC	Same as CRH	2200 Elliott Avenue, Suite 1400, Seattle, WA 98121	83-2951047
Cascade Digital Commerce Inc.	CDC	Guarantor	DE corporation	500 Fremont Street, Suite 200, Portland, OR 97209	84-3720158
Cascade Outlet Stores LLC	COS	Guarantor (64 outlet locations)	WA LLC	2200 Elliott Avenue, Suite 1400, Seattle, WA 98121	91-2034671
Cascade Fulfillment Services Inc.	CFS	Guarantor (3 DCs)	DE corporation	Kent, WA / Reno, NV / Columbus, OH	84-5291836
Cascade Retail Canada ULC	CRC	Excluded Foreign Subsidiary	BC, Canada ULC
Crescent Harbor Bank, N.A.	CHB	Admin Agent / Collateral Agent / Lead Arranger / Bookrunner / Issuing Bank / Swingline Lender	National Banking Assoc. (OCC)	Thomas Reiland (MD) / Julianne Strickland (VP)	ABL Origination / Portfolio Mgmt	780 Park Avenue, 30th Floor, New York, NY 10021
Northgate Capital Bank	NCB	Syndicate Lender	NY state-chartered bank	Rajesh Mehta	Director, Leveraged & ABL	400 Lexington Avenue, 18th Floor, New York, NY 10170
Bridgevale Financial Corporation	Bridgevale	Syndicate Lender	DE corporation (FDIC-insured)	Catherine Aldridge	Senior Vice President	1 Federal Street, Suite 3200, Boston, MA 02110
Calderwood & Harkness LLP	C&H	Borrower's Counsel	NY LLP	Claudia Merritt (Partner) / Ian Blackwood (Billing) / Marcus Leung (Lead Assoc.) / Sophie Tremblay (Assoc.)	599 Lexington Avenue, 42nd Floor, New York, NY 10022
Whitfield, Greer & Holloway LLP	WGH	Agent's / Lenders' Counsel	NY LLP	Bernard Ashford (Partner) / Megan Proctor (Assoc.)	51 West 52nd Street, 35th Floor, New York, NY 10019
Harborview Lending Group, LLC	Harborview	Payoff Bank (Existing $175M ABL)	DE LLC	Steven Calloway	Vice President	100 Summer Street, Suite 2800, Boston, MA 02110
Kessler & Hodge LLP	K&H	Independent Auditors (CRH)	WA LLP	Richard Gundersen	Lead Engagement Partner	701 Fifth Avenue, Suite 3500, Seattle, WA 98104
Ridgeline Asset Advisors LLC	Ridgeline	Field Examiner / Appraiser	NY LLC	Patricia Holbrook	Engagement Lead	200 Vesey Street, Suite 2400, New York, NY 10281
Strathmore Corporation Greaves & Co.	WG	Insurance Broker	IL corporation	311 South Wacker Drive, Suite 1600, Chicago, IL 60606
Pinnacle Assurance Company	Pinnacle	Property & Casualty Insurer	CT insurance company
Kelvantis Mutual Insurance Group	Kelvantis Mutual	Umbrella / BI Insurer	NY mutual insurance company
Atlas Shareholder Services Inc.	Atlas	Transfer Agent (CRH common stock)	NY corporation	6201 15th Avenue, Brooklyn, NY 11219
Meridian Trust Company, N.A.	CRH Operating Bank (DACA party)	National Banking Assoc.	1001 Fourth Avenue, Suite 500, Seattle, WA 98154

[sheet: Commitment & Fee Summary]

Lender	Commitment Amount	Pro Rata Share	Upfront Fee Rate	Upfront Fee Amount	Note Face Amount
Crescent Harbor Bank, N.A.	$135,000,000	45.00%	0.50%	$675,000	$135,000,000
Northgate Capital Bank	$90,000,000	30.00%	0.50%	$450,000	$90,000,000
Bridgevale Financial Corporation	$75,000,000	25.00%	0.50%	$375,000	$75,000,000
TOTAL	$300,000,000	100.00%	$1,500,000	$300,000,000

Additional Fee & Facility Terms

Agent Fee (Annual — CHB)	$150,000/yr
LC Sublimit	$40,000,000
Swingline Sublimit	$25,000,000
Interest Spread	Adjusted Term SOFR + 300 bps
Unused Line Fee	37.5 bps
LC Fee	300 bps
LC Fronting Fee	12.5 bps
Default Rate	+200 bps

[sheet: Key Dates]

Date	Event / Milestone	Responsible Party	Status
2023-02-13	Engagement opened at Calderwood & Harkness LLP (Matter No. 1038-00002)	C&H	Complete
2023-02-27	CRH Board of Directors authorization resolution (Margaret Liu, Chair)	CRH	Complete
2023-03-06	Mandate letter executed by CRH and Crescent Harbor Bank, N.A.	CRH / CHB	Complete
2023-03-13	Field examination and inventory appraisal commenced by Ridgeline Asset Advisors LLC	Ridgeline	Complete
2023-03-20	Initial credit agreement draft circulated by WGH	WGH	Complete
2023-03-31	Field exam / appraisal report delivered by Ridgeline	Ridgeline	Complete
2023-04-14	Initial borrowing base certificate delivered	CRH	Complete
2023-04-21	Financial covenant negotiation finalized (springing FCCR 1.10:1.00; cash dominion trigger at $37.5M)	C&H / WGH	Complete
2023-04-28	Execution version of credit agreement circulated by WGH	WGH	Complete
2023-05-04	Credit Agreement and Loan Documents signed by all parties	All parties	Complete
2023-05-17	Payoff letter from Harborview Lending Group ($112,450,000)	Harborview	Complete
2023-05-19	Closing — all conditions precedent satisfied; initial funding of $150,000,000; Harborview payoff of $112,450,000; undrawn availability of $150,000,000	All parties	Complete
2023-06-15	First post-closing borrowing base certificate due	CRH (Priya Anand)	Pending
2023-06-18	Post-closing: updated insurance endorsements due (30 days post-closing)	CRH / Strathmore Corporation Greaves	Post-Closing
2023-07-18	Post-closing: landlord waivers for 12 locations due (60 days post-closing); intercompany note for CRC due	CRH / C&H	Post-Closing
2023-08-14	First post-closing compliance certificate due (within 60 days of Q2 2023 quarter-end)	CRH (Elena Kowalski)	Pending
2028-05-19	Maturity Date of ABL Facility	All parties	Future

[sheet: Cover]
Field | Value
Transaction | $300,000,000 Senior Secured Asset-Based Revolving Credit Facility
Borrowers | Cascade Retail Holdings Inc. and Cascade Retail Operating Company LLC
Guarantors | Cascade Digital Commerce Inc., Cascade Outlet Stores LLC, and Cascade Fulfillment Services Inc.
Administrative Agent / Collateral Agent | Crescent Harbor Bank, N.A.
Syndicate Lenders | Northgate Capital Bank; Bridgevale Financial Corporation
Borrower's Counsel | Calderwood & Harkness LLP
Agent's / Lenders' Counsel | Whitfield, Greer & Holloway LLP
Closing Date | May 19, 2023
Credit Agreement Date | May 4, 2023 (effective May 19, 2023)
Maturity Date | May 19, 2028
Governing Law | State of New York
Prepared by | Calderwood & Harkness LLP — Matter No. 1038-00002
Version | Final — May 19, 2023
C&H Responsible Partner | Claudia Merritt
C&H Lead Associate | Marcus Leung
C&H Working Associate | Sophie Tremblay
WGH Lead Partner | Bernard Ashford
WGH Associate | Megan Proctor
[sheet: Closing Checklist]
Item No. | Category | Document / Deliverable Description | Parties / Signatories | Responsibility — C&H | Responsibility — WGH | Responsibility — CRH | Responsibility — CHB | Status | Delivery Date | Notes
I. CREDIT AND LOAN DOCUMENTS
1 | I. Credit and Loan Documents | Credit Agreement — Execution version dated May 4, 2023 (effective May 19, 2023), among CRH and CROC as Borrowers, CDC, COS and CFS as Guarantors, the Lenders, and Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent. $300,000,000 aggregate revolving commitments; Adjusted Term SOFR + 300 bps; maturity May 19, 2028. | CRH, CROC, CDC, COS, CFS, CHB, NCB, Bridgevale | R | P | E | E | Complete | 2023-05-04 | Signed May 4, 2023; effective upon satisfaction of all conditions precedent on May 19, 2023
2 | I. Credit and Loan Documents | Guaranty Agreement — Executed by CDC, COS, and CFS in favor of CHB as Administrative Agent for the benefit of the Secured Parties | CDC, COS, CFS, CHB | P | R | E | E | Complete | 2023-05-04 | NY governing law
3 | I. Credit and Loan Documents | Security Agreement — Granting first-priority security interest in all ABL Collateral (accounts receivable, inventory, deposit accounts, supporting obligations, chattel paper, instruments, letter-of-credit rights, commercial tort claims, general intangibles, and proceeds) | CRH, CROC, CDC, COS, CFS (as Grantors), CHB (as Collateral Agent) | P | R | E | E | Complete | 2023-05-04 | Excludes real property (except fixtures), equity in foreign subsidiaries >65% voting stock, registered IP (subject to negative pledge)
4 | I. Credit and Loan Documents | Pledge Agreement — Pledge of 100% equity in CROC by CRH; 100% equity in CDC, COS, CFS by CROC; 65% voting equity in Cascade Retail Canada ULC by CROC | CRH, CROC (as Pledgors), CHB (as Collateral Agent) | P | R | E | E | Complete | 2023-05-04 | NY governing law
5 | I. Credit and Loan Documents | Revolving Loan Promissory Note — Crescent Harbor Bank, N.A. ($135,000,000) | CRH, CROC (as Borrowers), CHB (as Lender) | P | R | E | N/A | Complete | 2023-05-04 | Adjusted Term SOFR + 300 bps; maturity May 19, 2028
6 | I. Credit and Loan Documents | Revolving Loan Promissory Note — Northgate Capital Bank ($90,000,000) | CRH, CROC (as Borrowers), NCB (as Lender) | P | R | E | N/A | Complete | 2023-05-04 | Adjusted Term SOFR + 300 bps; maturity May 19, 2028
7 | I. Credit and Loan Documents | Revolving Loan Promissory Note — Bridgevale Financial Corporation ($75,000,000) | CRH, CROC (as Borrowers), Bridgevale (as Lender) | P | R | E | N/A | Complete | 2023-05-04 | Adjusted Term SOFR + 300 bps; maturity May 19, 2028
8 | I. Credit and Loan Documents | Swingline Promissory Note — Crescent Harbor Bank, N.A. ($25,000,000) | CRH, CROC (as Borrowers), CHB (as Swingline Lender) | P | R | E | N/A | Complete | 2023-05-04 | Swingline sublimit: $25,000,000
II. CORPORATE / ORGANIZATIONAL DOCUMENTS — BORROWERS
9 | II. Corporate / Organizational Documents — Borrowers | Secretary's Certificate of Cascade Retail Holdings Inc. — attaching (i) Certificate of Incorporation (certified by DE SOS), (ii) Bylaws, (iii) Board of Directors resolutions dated February 27, 2023 authorizing the $300M ABL and designating Nathaniel Voss (CEO) and Elena Kowalski (CFO) as authorized signatories, and (iv) incumbency certificate | Derek Tanaka (General Counsel & Corporate Secretary) | R | R | P/E | N/A | Complete | 2023-05-19 | DE corporation; EIN: 91-1847263
10 | II. Corporate / Organizational Documents — Borrowers | Secretary's Certificate of Cascade Retail Operating Company LLC — attaching (i) Certificate of Formation (certified by DE SOS), (ii) LLC Agreement, (iii) member resolutions, and (iv) incumbency certificate | Derek Tanaka (authorized representative) | R | R | P/E | N/A | Complete | 2023-05-19 | DE LLC; EIN: 83-2951047
11 | II. Corporate / Organizational Documents — Borrowers | Certificate of Good Standing — Cascade Retail Holdings Inc. (Delaware Secretary of State) | DE SOS | P | N/A | N/A | N/A | Complete | 2023-05-19 | Dated within 30 days of closing
12 | II. Corporate / Organizational Documents — Borrowers | Certificate of Good Standing — Cascade Retail Holdings Inc. (Washington Secretary of State — foreign qualification) | WA SOS | P | N/A | N/A | N/A | Complete | 2023-05-19 | Headquarters: 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121
13 | II. Corporate / Organizational Documents — Borrowers | Certificate of Good Standing — Cascade Retail Operating Company LLC (Delaware Secretary of State) | DE SOS | P | N/A | N/A | N/A | Complete | 2023-05-19
14 | II. Corporate / Organizational Documents — Borrowers | Certificate of Good Standing — Cascade Retail Operating Company LLC (Washington Secretary of State — foreign qualification) | WA SOS | P | N/A | N/A | N/A | Complete | 2023-05-19
III. CORPORATE / ORGANIZATIONAL DOCUMENTS — GUARANTORS
15 | III. Corporate / Organizational Documents — Guarantors | Secretary's Certificate of Cascade Digital Commerce Inc. — attaching organizational documents, resolutions authorizing Guaranty and Security Agreements, and incumbency certificate | Authorized officer of CDC | R | R | P/E | N/A | Complete | 2023-05-19 | DE corporation; EIN: 84-3720158; 500 Fremont Street, Suite 200, Portland, OR 97209
16 | III. Corporate / Organizational Documents — Guarantors | Secretary's Certificate of Cascade Outlet Stores LLC — attaching operating agreement, resolutions authorizing Guaranty and Security Agreements, and incumbency certificate | Authorized officer of COS | R | R | P/E | N/A | Complete | 2023-05-19 | WA LLC; EIN: 91-2034671; operates 64 outlet retail locations
17 | III. Corporate / Organizational Documents — Guarantors | Secretary's Certificate of Cascade Fulfillment Services Inc. — attaching charter, bylaws, resolutions authorizing Guaranty and Security Agreements, and incumbency certificate | Authorized officer of CFS | R | R | P/E | N/A | Complete | 2023-05-19 | DE corporation; EIN: 84-5291836; operates DCs in Kent, WA; Reno, NV; Columbus, OH
18 | III. Corporate / Organizational Documents — Guarantors | Certificate of Good Standing — Cascade Digital Commerce Inc. (Delaware Secretary of State) | DE SOS | P | N/A | N/A | N/A | Complete | 2023-05-19
19 | III. Corporate / Organizational Documents — Guarantors | Certificate of Good Standing — Cascade Digital Commerce Inc. (Oregon — foreign qualification) | OR SOS | P | N/A | N/A | N/A | Complete | 2023-05-19
20 | III. Corporate / Organizational Documents — Guarantors | Certificate of Good Standing — Cascade Outlet Stores LLC (Washington Secretary of State) | WA SOS | P | N/A | N/A | N/A | Complete | 2023-05-19
21 | III. Corporate / Organizational Documents — Guarantors | Certificate of Good Standing — Cascade Fulfillment Services Inc. (Delaware Secretary of State) | DE SOS | P | N/A | N/A | N/A | Complete | 2023-05-19
22 | III. Corporate / Organizational Documents — Guarantors | Certificate of Good Standing — Cascade Fulfillment Services Inc. (Washington — foreign qualification) | WA SOS | P | N/A | N/A | N/A | Complete | 2023-05-19 | Kent, WA distribution center
23 | III. Corporate / Organizational Documents — Guarantors | Certificate of Good Standing — Cascade Fulfillment Services Inc. (Nevada — foreign qualification) | NV SOS | P | N/A | N/A | N/A | Complete | 2023-05-19 | Reno, NV distribution center
24 | III. Corporate / Organizational Documents — Guarantors | Certificate of Good Standing — Cascade Fulfillment Services Inc. (Ohio — foreign qualification) | OH SOS | P | N/A | N/A | N/A | Complete | 2023-05-19 | Columbus, OH distribution center
IV. SECURITY / COLLATERAL DOCUMENTS
25 | IV. Security / Collateral Documents | Perfection Certificate executed by authorized officers of each Loan Party (CRH, CROC, CDC, COS, CFS) — setting forth legal names, prior names, jurisdictions, EINs, principal offices, locations of inventory/equipment, deposit accounts, IP, and commercial tort claims | CRH, CROC, CDC, COS, CFS | P | R | E | N/A | Complete | 2023-05-04 | Dated May 4, 2023
26 | IV. Security / Collateral Documents | Deposit Account Control Agreement — Meridian Trust Company, N.A. (CRH operating account) | CRH, Meridian Trust Company, N.A., CHB (as Collateral Agent) | P | R | E | E | Complete | 2023-05-19 | Meridian Trust: 1001 Fourth Avenue, Suite 500, Seattle, WA 98154; includes cash dominion provisions triggered at Availability < $37,500,000
27 | IV. Security / Collateral Documents | Deposit Account Control Agreement — CHB Operating Account (CROC collections account) | CROC, CHB (as both depository bank and Collateral Agent) | P | R | E | E | Complete | 2023-05-19
28 | IV. Security / Collateral Documents | Deposit Account Control Agreement — CHB Concentration Account | CRH, CHB (as both depository bank and Collateral Agent) | P | R | E | E | Complete | 2023-05-19
29 | IV. Security / Collateral Documents | Deposit Account Control Agreement — Northgate Capital Bank (CDC collections account) | CDC, NCB (as depository bank), CHB (as Collateral Agent) | P | R | E | E | Complete | 2023-05-19
V. UCC FILINGS
30 | V. UCC Filings | UCC-1 Financing Statement — Delaware Secretary of State; Debtor: Cascade Retail Holdings Inc.; Secured Party: Crescent Harbor Bank, N.A. as Collateral Agent | CHB (as Collateral Agent) | P | N/A | N/A | N/A | Complete | 2023-05-19 | Filing No. 2023-1947291
31 | V. UCC Filings | UCC-1 Financing Statement — Delaware Secretary of State; Debtor: Cascade Retail Operating Company LLC; Secured Party: Crescent Harbor Bank, N.A. as Collateral Agent | CHB (as Collateral Agent) | P | N/A | N/A | N/A | Complete | 2023-05-19 | Filing No. 2023-1947283
32 | V. UCC Filings | UCC-1 Financing Statement — Washington Secretary of State; Debtor: Cascade Outlet Stores LLC; Secured Party: Crescent Harbor Bank, N.A. as Collateral Agent | CHB (as Collateral Agent) | P | N/A | N/A | N/A | Complete | 2023-05-19 | Filing No. 2023-204-8176
33 | V. UCC Filings | UCC Lien Search Results — Delaware (CRH) | N/A | P | R | N/A | R | Complete | 2023-05-15 | Confirmed no prior liens other than Harborview (to be terminated)
34 | V. UCC Filings | UCC Lien Search Results — Delaware (CROC) | N/A | P | R | N/A | R | Complete | 2023-05-15 | Confirmed no prior liens other than Harborview (to be terminated)
35 | V. UCC Filings | UCC Lien Search Results — Washington (COS) | N/A | P | R | N/A | R | Complete | 2023-05-15
36 | V. UCC Filings | UCC Lien Search Results — Delaware (CDC) | N/A | P | R | N/A | R | Complete | 2023-05-15
37 | V. UCC Filings | UCC Lien Search Results — Delaware (CFS) | N/A | P | R | N/A | R | Complete | 2023-05-15
VI. PAYOFF / RELEASE DOCUMENTS
38 | VI. Payoff / Release Documents | Payoff Letter — Harborview Lending Group, LLC, setting forth payoff amount of $112,450,000 (principal, accrued interest, and fees) for existing $175,000,000 revolving ABL facility, wire instructions, and agreement to deliver UCC-3 termination statements and lien releases | Harborview Lending Group, LLC (Steven Calloway, VP); CRH; CHB | R | R | E | R | Complete | 2023-05-17 | Payoff letter dated May 17, 2023; payoff wired May 19, 2023
39 | VI. Payoff / Release Documents | UCC-3 Termination Statement — Harborview Lending Group, LLC (Delaware — CRH) | Harborview Lending Group, LLC | R | N/A | N/A | R | Complete | 2023-05-19 | Terminating Harborview's existing UCC filing against CRH
40 | VI. Payoff / Release Documents | UCC-3 Termination Statement — Harborview Lending Group, LLC (Delaware — CROC) | Harborview Lending Group, LLC | R | N/A | N/A | R | Complete | 2023-05-19 | Terminating Harborview's existing UCC filing against CROC
41 | VI. Payoff / Release Documents | Lien Release Confirmation from Harborview Lending Group, LLC | Harborview Lending Group, LLC | R | N/A | N/A | R | Complete | 2023-05-19 | Release of all liens under prior facility
VII. OFFICER'S AND COMPLIANCE CERTIFICATES
42 | VII. Officer's and Compliance Certificates | Officer's Certificate of CRH and CROC — executed by Elena Kowalski (CFO) certifying (i) truth of representations and warranties, (ii) no Default or Event of Default, (iii) all conditions precedent under Article IV satisfied, and (iv) closing Borrowing Base Certificate showing Net Borrowing Base of $326,400,000 | Elena Kowalski, CFO | P | R | E | R | Complete | 2023-05-19
43 | VII. Officer's and Compliance Certificates | Solvency Certificate — executed by Elena Kowalski (CFO) certifying that after giving effect to the transactions (including initial borrowing of $150,000,000 and Harborview payoff), the Borrower and subsidiaries on a consolidated basis are Solvent | Elena Kowalski, CFO | P | R | E | R | Complete | 2023-05-19
44 | VII. Officer's and Compliance Certificates | Borrowing Base Certificate — Closing Date (May 19, 2023): Eligible Receivables $187M × 85% = $158,950,000; Eligible Inventory NOLV $294M × 65% = $191,100,000; Gross BB $350,050,000; less Availability Reserves $23,650,000; Net BB $326,400,000; Available Commitment $300,000,000 | Priya Anand, Treasurer | R | R | E | R | Complete | 2023-05-19 | Updated from initial BBC dated April 14, 2023
45 | VII. Officer's and Compliance Certificates | Form of Compliance Certificate (Exhibit to Credit Agreement) — template form for ongoing post-closing delivery | N/A | P | R | N/A | R | Complete | 2023-05-04 | First post-closing compliance certificate due August 14, 2023
VIII. LEGAL OPINIONS
46 | VIII. Legal Opinions | Legal Opinion of Calderwood & Harkness LLP (Borrower's Counsel) — addressed to CHB as Administrative Agent and the Lenders, opining on (i) due organization and good standing, (ii) corporate/LLC power and authority, (iii) due authorization, execution and delivery, (iv) enforceability (subject to customary qualifications), (v) no conflicts, (vi) creation and perfection of security interests upon UCC filings in DE and WA, and (vii) no governmental approvals required. Subject to customary bankruptcy, equity, and usury exceptions. NY and DE law. | Calderwood & Harkness LLP (Claudia Merritt) | P | R | N/A | R | Complete | 2023-05-19
47 | VIII. Legal Opinions | Legal Opinion of Whitfield, Greer & Holloway LLP (Agent's / Lenders' Counsel) — addressed to CHB and the Lenders, opining on enforceability and related matters | Whitfield, Greer & Holloway LLP (Bernard Ashford) | R | P | N/A | R | Complete | 2023-05-19
IX. FINANCIAL DELIVERABLES
48 | IX. Financial Deliverables | Audited Financial Statements of CRH and Subsidiaries for FY2022 (FYE December 31, 2022) — Revenue ~$1.82 billion; Total Assets ~$1.14 billion; Consolidated EBITDA $148,500,000; Fixed Charges $87,200,000; FCCR 1.70:1.00 | Kessler & Hodge LLP (Richard Gundersen, Lead Engagement Partner) | N/A | N/A | P | R | Complete | 2023-04-01 | Delivered with audit opinion
49 | IX. Financial Deliverables | Ridgeline Asset Advisors LLC — Field Examination and Inventory Appraisal Report dated March 31, 2023 (Patricia Holbrook, Engagement Lead) | Ridgeline Asset Advisors LLC | R | R | N/A | R | Complete | 2023-03-31 | Field exam commenced March 13, 2023; confirms eligible receivables of $187M and eligible inventory NOLV of $294M
50 | IX. Financial Deliverables | Pro forma balance sheet and projections of the Borrower after giving effect to the initial draw ($150M) and payoff of existing facility ($112.45M) | CRH (Elena Kowalski) | R | R | P | R | Complete | 2023-05-15
51 | IX. Financial Deliverables | Funds Flow Memorandum — detailing all closing-date wire transfers: (1) Payoff to Harborview: $112,450,000; (2) Upfront fee to CHB: $675,000; (3) Upfront fee to NCB: $450,000; (4) Upfront fee to Bridgevale: $375,000; (5) Agent fee (Year 1) to CHB: $150,000; (6) Legal fees — C&H; (7) Legal fees — WGH; (8) Ridgeline appraisal/field exam fee; (9) UCC filing fees; (10) Working capital to CRH operating account at Meridian Trust: $34,375,000. Total initial draw: $150,000,000; Total closing costs/fees/expenses: $3,175,000 | C&H, CRH, CHB | P | R | R | R | Complete | 2023-05-19
X. INSURANCE DELIVERABLES
52 | X. Insurance Deliverables | Insurance Certificate — evidence of property & casualty coverage from Pinnacle Assurance Company with CHB as Collateral Agent named as loss payee and additional insured | Strathmore Corporation Greaves & Co. (insurance broker); Pinnacle Assurance Company | R | R | P | R | Complete | 2023-05-19 | Arranged by Strathmore Corporation Greaves & Co., 311 South Wacker Drive, Suite 1600, Chicago, IL 60606
53 | X. Insurance Deliverables | Insurance Certificate — evidence of business interruption / umbrella coverage from Kelvantis Mutual Insurance Group with CHB as Collateral Agent named as loss payee and additional insured | Strathmore Corporation Greaves & Co. (insurance broker); Kelvantis Mutual Insurance Group | R | R | P | R | Complete | 2023-05-19
54 | X. Insurance Deliverables | Insurance Endorsements — naming Crescent Harbor Bank, N.A. as loss payee and additional insured on all collateral-related policies | Pinnacle Assurance Company; Kelvantis Mutual Insurance Group | R | N/A | P | R | Complete | 2023-05-19 | Final updated endorsements due within 30 days post-closing per Post-Closing Letter
XI. THIRD-PARTY CONSENTS AND MISCELLANEOUS
55 | XI. Third-Party Consents and Miscellaneous | Mandate Letter executed by CRH and Crescent Harbor Bank, N.A. dated March 6, 2023 | CRH, CHB | R | N/A | E | E | Complete | 2023-03-06
56 | XI. Third-Party Consents and Miscellaneous | Fee Letter between CRH and Crescent Harbor Bank, N.A. — upfront fee of 50 bps ($1,500,000 total); agent fee of $150,000/yr; LC fronting fee of 12.5 bps | CRH, CHB | R | P | E | E | Complete | 2023-05-04
57 | XI. Third-Party Consents and Miscellaneous | CUSIP Application and Assignment — CUSIP No. 14762MAA3 assigned for LSTA trading | CHB | N/A | N/A | N/A | P | Complete | 2023-05-19
58 | XI. Third-Party Consents and Miscellaneous | Evidence of Nasdaq listing and public company status (Ticker: CRHI) | CRH | N/A | N/A | P | R | Complete | 2023-05-15
59 | XI. Third-Party Consents and Miscellaneous | Consent of Meridian Trust Company, N.A. to DACA | Meridian Trust Company, N.A. | P | N/A | R | R | Complete | 2023-05-19 | CRH operating bank
60 | XI. Third-Party Consents and Miscellaneous | IRS Form W-9 for each Loan Party (CRH, CROC, CDC, COS, CFS) | CRH, CROC, CDC, COS, CFS | N/A | N/A | P | R | Complete | 2023-05-15 | EINs: CRH 91-1847263; CROC 83-2951047; CDC 84-3720158; COS 91-2034671; CFS 84-5291836
61 | XI. Third-Party Consents and Miscellaneous | Designation of process agent for service of process in New York (submission to jurisdiction: SDNY and NY Supreme Court, New York County) | CRH | P | R | E | N/A | Complete | 2023-05-04
XII. POST-CLOSING OBLIGATIONS
62 | XII. Post-Closing Obligations | Landlord Waivers / Collateral Access Agreements for 12 specified retail and distribution center locations (including Kent, WA DC at 18700 72nd Avenue South; Reno, NV DC at 4500 Logistics Parkway; Columbus, OH DC at 7200 Alum Creek Drive) | CRH, respective landlords, CHB (as Collateral Agent) | P | R | E | R | Post-Closing | 2023-07-18 | Due within 60 days of closing (July 18, 2023)
63 | XII. Post-Closing Obligations | Updated insurance endorsements naming Crescent Harbor Bank, N.A. as loss payee and additional insured — final forms from Pinnacle Assurance Company and Kelvantis Mutual Insurance Group | Strathmore Corporation Greaves & Co.; Pinnacle; Kelvantis Mutual | R | N/A | P | R | Post-Closing | 2023-06-18 | Due within 30 days of closing (June 18, 2023)
64 | XII. Post-Closing Obligations | Intercompany note evidencing any intercompany loans to Cascade Retail Canada ULC (excluded foreign subsidiary; BC, Canada ULC) | CRH / CROC, CRC | P | R | E | R | Post-Closing | 2023-07-18 | Due within 60 days of closing
65 | XII. Post-Closing Obligations | First post-closing Borrowing Base Certificate | Priya Anand, Treasurer | R | N/A | P | R | Pending | 2023-06-15 | Monthly BBC due by 15th of following month; weekly if Availability < $45M
66 | XII. Post-Closing Obligations | First post-closing Compliance Certificate | Elena Kowalski, CFO | R | N/A | P | R | Pending | 2023-08-14 | Due within 60 days of Q2 2023 fiscal quarter-end (June 30, 2023)
[sheet: Party & Contact Directory]
Party Full Legal Name | Short Name | Role | Entity Type / Jurisdiction | Key Contact | Title | Address | EIN
Cascade Retail Holdings Inc. | CRH | Borrower (Our Client) | DE corporation; Nasdaq: CRHI | Nathaniel Voss / Elena Kowalski / Derek Tanaka / Priya Anand | CEO / CFO / GC / Treasurer | 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121 | 91-1847263
Cascade Retail Operating Company LLC | CROC | Co-Borrower | DE LLC | Same as CRH | 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121 | 83-2951047
Cascade Digital Commerce Inc. | CDC | Guarantor | DE corporation | 500 Fremont Street, Suite 200, Portland, OR 97209 | 84-3720158
Cascade Outlet Stores LLC | COS | Guarantor (64 outlet locations) | WA LLC | 2200 Elliott Avenue, Suite 1400, Seattle, WA 98121 | 91-2034671
Cascade Fulfillment Services Inc. | CFS | Guarantor (3 DCs) | DE corporation | Kent, WA / Reno, NV / Columbus, OH | 84-5291836
Cascade Retail Canada ULC | CRC | Excluded Foreign Subsidiary | BC, Canada ULC
Crescent Harbor Bank, N.A. | CHB | Admin Agent / Collateral Agent / Lead Arranger / Bookrunner / Issuing Bank / Swingline Lender | National Banking Assoc. (OCC) | Thomas Reiland (MD) / Julianne Strickland (VP) | ABL Origination / Portfolio Mgmt | 780 Park Avenue, 30th Floor, New York, NY 10021
Northgate Capital Bank | NCB | Syndicate Lender | NY state-chartered bank | Rajesh Mehta | Director, Leveraged & ABL | 400 Lexington Avenue, 18th Floor, New York, NY 10170
Bridgevale Financial Corporation | Bridgevale | Syndicate Lender | DE corporation (FDIC-insured) | Catherine Aldridge | Senior Vice President | 1 Federal Street, Suite 3200, Boston, MA 02110
Calderwood & Harkness LLP | C&H | Borrower's Counsel | NY LLP | Claudia Merritt (Partner) / Ian Blackwood (Billing) / Marcus Leung (Lead Assoc.) / Sophie Tremblay (Assoc.) | 599 Lexington Avenue, 42nd Floor, New York, NY 10022
Whitfield, Greer & Holloway LLP | WGH | Agent's / Lenders' Counsel | NY LLP | Bernard Ashford (Partner) / Megan Proctor (Assoc.) | 51 West 52nd Street, 35th Floor, New York, NY 10019
Harborview Lending Group, LLC | Harborview | Payoff Bank (Existing $175M ABL) | DE LLC | Steven Calloway | Vice President | 100 Summer Street, Suite 2800, Boston, MA 02110
Kessler & Hodge LLP | K&H | Independent Auditors (CRH) | WA LLP | Richard Gundersen | Lead Engagement Partner | 701 Fifth Avenue, Suite 3500, Seattle, WA 98104
Ridgeline Asset Advisors LLC | Ridgeline | Field Examiner / Appraiser | NY LLC | Patricia Holbrook | Engagement Lead | 200 Vesey Street, Suite 2400, New York, NY 10281
Strathmore Corporation Greaves & Co. | WG | Insurance Broker | IL corporation | 311 South Wacker Drive, Suite 1600, Chicago, IL 60606
Pinnacle Assurance Company | Pinnacle | Property & Casualty Insurer | CT insurance company
Kelvantis Mutual Insurance Group | Kelvantis Mutual | Umbrella / BI Insurer | NY mutual insurance company
Atlas Shareholder Services Inc. | Atlas | Transfer Agent (CRH common stock) | NY corporation | 6201 15th Avenue, Brooklyn, NY 11219
Meridian Trust Company, N.A. | CRH Operating Bank (DACA party) | National Banking Assoc. | 1001 Fourth Avenue, Suite 500, Seattle, WA 98154
[sheet: Commitment & Fee Summary]
Lender | Commitment Amount | Pro Rata Share | Upfront Fee Rate | Upfront Fee Amount | Note Face Amount
Crescent Harbor Bank, N.A. | $135,000,000 | 45.00% | 0.50% | $675,000 | $135,000,000
Northgate Capital Bank | $90,000,000 | 30.00% | 0.50% | $450,000 | $90,000,000
Bridgevale Financial Corporation | $75,000,000 | 25.00% | 0.50% | $375,000 | $75,000,000
TOTAL | $300,000,000 | 100.00% | $1,500,000 | $300,000,000
Additional Fee & Facility Terms
Agent Fee (Annual — CHB) | $150,000/yr
LC Sublimit | $40,000,000
Swingline Sublimit | $25,000,000
Interest Spread | Adjusted Term SOFR + 300 bps
Unused Line Fee | 37.5 bps
LC Fee | 300 bps
LC Fronting Fee | 12.5 bps
Default Rate | +200 bps
[sheet: Key Dates]
Date | Event / Milestone | Responsible Party | Status
2023-02-13 | Engagement opened at Calderwood & Harkness LLP (Matter No. 1038-00002) | C&H | Complete
2023-02-27 | CRH Board of Directors authorization resolution (Margaret Liu, Chair) | CRH | Complete
2023-03-06 | Mandate letter executed by CRH and Crescent Harbor Bank, N.A. | CRH / CHB | Complete
2023-03-13 | Field examination and inventory appraisal commenced by Ridgeline Asset Advisors LLC | Ridgeline | Complete
2023-03-20 | Initial credit agreement draft circulated by WGH | WGH | Complete
2023-03-31 | Field exam / appraisal report delivered by Ridgeline | Ridgeline | Complete
2023-04-14 | Initial borrowing base certificate delivered | CRH | Complete
2023-04-21 | Financial covenant negotiation finalized (springing FCCR 1.10:1.00; cash dominion trigger at $37.5M) | C&H / WGH | Complete
2023-04-28 | Execution version of credit agreement circulated by WGH | WGH | Complete
2023-05-04 | Credit Agreement and Loan Documents signed by all parties | All parties | Complete
2023-05-17 | Payoff letter from Harborview Lending Group ($112,450,000) | Harborview | Complete
2023-05-19 | Closing — all conditions precedent satisfied; initial funding of $150,000,000; Harborview payoff of $112,450,000; undrawn availability of $150,000,000 | All parties | Complete
2023-06-15 | First post-closing borrowing base certificate due | CRH (Priya Anand) | Pending
2023-06-18 | Post-closing: updated insurance endorsements due (30 days post-closing) | CRH / Strathmore Corporation Greaves | Post-Closing
2023-07-18 | Post-closing: landlord waivers for 12 locations due (60 days post-closing); intercompany note for CRC due | CRH / C&H | Post-Closing
2023-08-14 | First post-closing compliance certificate due (within 60 days of Q2 2023 quarter-end) | CRH (Elena Kowalski) | Pending
2028-05-19 | Maturity Date of ABL Facility | All parties | Future