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EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

Delivered pursuant to Section 6.02(b) of that certain Credit Agreement dated as of May 4, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, 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 (in such capacity, the "Administrative Agent")

All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. This Compliance Certificate and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

SECTION 1: INTRODUCTORY CERTIFICATION

[DATE]

Crescent Harbor Bank, N.A., as Administrative Agent 780 Park Avenue, 30th Floor New York, NY 10021

Attention: Julianne Strickland, Vice President, Portfolio Management

Ladies and Gentlemen:

The undersigned, the [Chief Financial Officer / Treasurer] of Cascade Retail Holdings Inc. ("CRH"), on behalf of CRH and Cascade Retail Operating Company LLC ("CROC," and together with CRH, the "Borrowers"), hereby certifies to the Administrative Agent and each of the Lenders party to the Credit Agreement as follows, pursuant to Section 6.02(b) of the Credit Agreement:

This Compliance Certificate is delivered for the fiscal [quarter/year] ended [____] (the "Reporting Period").

For purposes of determining applicable delivery timing, the parties acknowledge the following schedule:

(i) The first post-closing Compliance Certificate is due by August 14, 2023 (within sixty (60) days of the end of the fiscal quarter ending June 30, 2023).

(ii) Quarterly Compliance Certificates are due within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter of any fiscal year).

(iii) Annual Compliance Certificates are due within ninety (90) days after the end of each fiscal year (fiscal year-end: December 31).

The certifications, calculations, and other information set forth herein are true and correct in all material respects as of the date hereof, and the undersigned has reviewed the terms of the Credit Agreement and the other Loan Documents and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and condition (financial or otherwise) of the Borrowers and their Subsidiaries during the Reporting Period, and the undersigned has no knowledge of the existence during such Reporting Period or as of the date hereof of any condition or event that constitutes a Default or Event of Default except as set forth in Schedule I attached hereto.

SECTION 2: FINANCIAL STATEMENTS CERTIFICATION

The undersigned hereby certifies that the financial statements delivered concurrently with this Compliance Certificate (or previously delivered to the Administrative Agent) for the Reporting Period meet the following requirements:

(a) Quarterly Financial Statements (applicable if the Reporting Period is a fiscal quarter other than the last fiscal quarter of a fiscal year): Unaudited consolidated balance sheet and related consolidated statements of income and cash flows of the Borrowers and their Subsidiaries for such fiscal quarter and for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of the preceding fiscal year, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a basis consistent with prior periods (subject to normal year-end audit adjustments and the absence of footnotes) and have been delivered to the Administrative Agent within forty-five (45) days after the end of the applicable fiscal quarter.

(b) Annual Financial Statements (applicable if the Reporting Period is the fiscal year ending December 31): Audited consolidated financial statements of the Borrowers and their Subsidiaries, including a consolidated balance sheet, a consolidated statement of income, a consolidated statement of stockholders' equity, and a consolidated statement of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the preceding fiscal year, together with the report thereon of the Borrowers' independent certified public accountants, Kessler & Hodge LLP (which report shall be unqualified, shall not contain any "going concern" or like qualification or exception, and shall not contain any qualification or exception as to the scope of such audit), have been delivered to the Administrative Agent within ninety (90) days after the end of the applicable fiscal year (December 31).

The undersigned further certifies that such financial statements fairly present in all material respects the consolidated financial condition and results of operations of the Borrowers and their Subsidiaries as of the date thereof and for the periods indicated therein, and that such financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (subject, in the case of quarterly financial statements, to normal year-end audit adjustments and the absence of footnotes).

SECTION 3: NO DEFAULT CERTIFICATION

The undersigned hereby certifies that, as of the date hereof and during the Reporting Period, except as set forth in Schedule I attached hereto:

(a) No Default or Event of Default has occurred and is continuing under the Credit Agreement or any other Loan Document; and

(b) Each of the representations and warranties made by each Loan Party in or pursuant to the Loan Documents is true and correct in all material respects on and as of the date hereof (except (i) to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date, and (ii) to the extent that such representations and warranties are qualified by materiality, Material Adverse Effect, or similar language, in which case such representations and warranties are true and correct in all respects on and as of the date hereof or such earlier date, as applicable).

If a Default or Event of Default exists as of the date hereof or existed at any time during the Reporting Period, the undersigned has described on Schedule I attached hereto the nature thereof, the period of existence thereof, and the action the Borrowers have taken, are taking, or propose to take with respect thereto.

SECTION 4: BORROWING BASE AND AVAILABILITY

As of the last day of the Reporting Period (or, if more recently delivered, as of the date of the most recent Borrowing Base Certificate delivery date), the Borrowing Base and Availability were as follows:

Closing Date Reference Values: (a) Eligible Receivables: $187,000,000; (c) Receivables Component: $158,950,000; (d) Eligible Inventory (NOLV): $294,000,000; (f) Inventory Component: $191,100,000; (g) Gross Borrowing Base: $350,050,000; (h) Availability Reserves: $23,650,000; (i) Net Borrowing Base: $326,400,000.

FCCR Trigger Threshold Test:

The "FCCR Trigger Threshold" is $30,000,000 (the greater of (x) 10% of the lesser of (A) the Aggregate Commitments and (B) the Borrowing Base and (y) $25,000,000).

Was Availability below the FCCR Trigger Threshold of $30,000,000 at any time during the Reporting Period? [Yes / No]

Cash Dominion Trigger Test:

The "Cash Dominion Trigger" is $37,500,000 (12.5% of the lesser of the Aggregate Commitments and the Borrowing Base).

Was Availability below the Cash Dominion Trigger of $37,500,000 at any time during the Reporting Period? [Yes / No]

If "Yes," the Borrowers acknowledge that Cash Dominion (as defined in the Credit Agreement) is in effect and all amounts deposited into any Deposit Account maintained by any Loan Party shall be swept daily to the Collection Account maintained by the Administrative Agent in accordance with Section 6.13 of the Credit Agreement.

SECTION 5: FIXED CHARGE COVERAGE RATIO CALCULATION

Applicability (check one):

The Fixed Charge Coverage Ratio calculation set forth below is required to be completed because Availability has fallen below the FCCR Trigger Threshold of $30,000,000 at one or more times during the Reporting Period.

The Fixed Charge Coverage Ratio calculation set forth below is provided for informational purposes regardless of the Availability level.

N/A — FCCR Trigger Threshold not breached. Availability was at all times during the Reporting Period at or above the FCCR Trigger Threshold of $30,000,000. The Borrowers need not complete Parts A and B below.

If the third box above is checked, skip to Section 6. Otherwise, complete Parts A, B, and C below.

Part A: Consolidated EBITDA (Trailing Four Fiscal Quarters)

FY2022 Reference: Consolidated EBITDA: $148,500,000.

Part B: Fixed Charges (Trailing Four Fiscal Quarters)

FY2022 Reference: Total Fixed Charges: $87,200,000.

Part C: Fixed Charge Coverage Ratio

FY2022 Reference: $148,500,000 ÷ $87,200,000 = 1.70 : 1.00.

SECTION 6: RESTRICTED PAYMENT COMPLIANCE

If any Restricted Payment (as defined in the Credit Agreement) was made by any Loan Party during the Reporting Period, the undersigned certifies as follows:

(a) No Default or Event of Default existed at the time of, or would result from, such Restricted Payment: [Confirmed / Not Confirmed]

(b) Pro forma Availability at the time of such Restricted Payment (after giving effect thereto on a pro forma basis) was not less than $45,000,000 (being 15% of the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base at such time):

Pro Forma Availability: $[____]

Minimum Required: $45,000,000

[Satisfied / Not Satisfied]

(c) If pro forma Availability at the time of such Restricted Payment was less than 20% of the lesser of the Aggregate Commitments and the Borrowing Base (i.e., less than $60,000,000), the pro forma Fixed Charge Coverage Ratio (calculated on a trailing four fiscal quarter basis and giving pro forma effect to such Restricted Payment) was not less than 1.15:1.00:

Pro Forma FCCR: [__] : 1.00

Minimum Required: 1.15 : 1.00

[Satisfied / Not Applicable]

If no Restricted Payment was made by any Loan Party during the Reporting Period:

N/A — No Restricted Payments made during the Reporting Period.

SECTION 7: NEGATIVE COVENANT COMPLIANCE SUMMARY

The undersigned hereby confirms compliance with the following selected negative covenants contained in Article VII of the Credit Agreement, with relevant basket utilization as of the last day of the Reporting Period (or as of the date hereof, as applicable):

(a) Indebtedness (Section 7.03). The aggregate outstanding amount of purchase money Indebtedness and capital lease obligations permitted under Section 7.03(e) of the Credit Agreement is as follows:

(b) Investments (Section 7.04). The aggregate amount of Investments made under the general investment basket permitted under Section 7.04(h) of the Credit Agreement is as follows:

(c) Dispositions (Section 7.05). The aggregate fair market value of Dispositions made during the current fiscal year (excluding Dispositions of obsolete, worn-out, or surplus property in the ordinary course of business) under Section 7.05(d) of the Credit Agreement is as follows:

(d) Liens (Section 7.01). The undersigned hereby confirms that no Liens exist on any property or assets of any Loan Party or any Subsidiary thereof other than Permitted Liens (as defined in the Credit Agreement): [Confirmed / Exceptions noted on Schedule I]

If any exception to the foregoing confirmations exists, such exception is described in detail on Schedule I attached hereto.

SECTION 8: REPORTING CONFIRMATION

The undersigned hereby confirms that the following reporting obligations under the Credit Agreement have been satisfied during or with respect to the Reporting Period:

(a) Borrowing Base Certificates (Section 6.02(c)). Borrowing Base Certificates have been delivered to the Administrative Agent on a monthly basis by the fifteenth (15th) day of each calendar month following the month to which such certificate relates (or, if Availability was below $45,000,000 at any time during the applicable period, on a weekly basis by the second (2nd) Business Day of each week following the week to which such certificate relates):

[Confirmed]

(b) Financial Statements (Section 6.01). The [quarterly unaudited / annual audited] financial statements described in Section 2 of this Compliance Certificate have been delivered to the Administrative Agent within [forty-five (45) / ninety (90)] days after the end of the applicable [fiscal quarter / fiscal year ending December 31]:

[Confirmed]

(c) Inventory Appraisal (Section 6.07(a)). An annual appraisal of Eligible Inventory has been conducted by an appraiser satisfactory to the Administrative Agent (or, if Availability was below $60,000,000 at any time during the twelve (12) months preceding the date hereof, a semi-annual appraisal has been conducted):

[Confirmed / Not yet due]

(d) Field Examination (Section 6.07(b)). An annual field examination has been conducted by Ridgeline Asset Advisors LLC (or another firm satisfactory to the Administrative Agent) (or, if Availability was below $60,000,000 at any time during the twelve (12) months preceding the date hereof, a semi-annual field examination has been conducted):

[Confirmed / Not yet due]

SCHEDULE I

DESCRIPTION OF DEFAULTS OR EVENTS OF DEFAULT (If Applicable)

If no Default or Event of Default exists as of the date hereof and none existed at any time during the Reporting Period, insert "None" below:

[None.]

If any Default or Event of Default exists as of the date hereof or existed at any time during the Reporting Period, provide the following information for each such Default or Event of Default:

(Attach additional pages if necessary.)

SIGNATURE

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of the date first written above.

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: [____]

Title: [Chief Financial Officer / Treasurer]

(Closing reference signatory: Elena Kowalski, Chief Financial Officer, or Priya Anand, Treasurer)

DELIVERY INSTRUCTIONS

This Compliance Certificate should be delivered as follows:

To the Administrative Agent:

Crescent Harbor Bank, N.A. 780 Park Avenue, 30th Floor New York, NY 10021

Attention: Portfolio Management — Julianne Strickland, Vice President

With a copy to counsel to the Administrative Agent:

Whitfield, Greer & Holloway LLP 51 West 52nd Street, 35th Floor New York, NY 10019

Attention: Bernard Ashford

Reference: $300,000,000 Senior Secured Asset-Based Revolving Credit Facility; Credit Agreement dated as of May 4, 2023; CUSIP: 14762MAA3

Line	Description	Amount
(a)	Eligible Receivables	$[____]
(b)	Receivables Advance Rate	85%
(c)	Receivables Component ((a) × (b))	$[____]
(d)	Eligible Inventory (at Net Orderly Liquidation Value ("NOLV"))	$[____]
(e)	Inventory Advance Rate	65%
(f)	Inventory Component ((d) × (e))	$[____]
(g)	Gross Borrowing Base ((c) + (f))	$[____]
(h)	Less: Availability Reserves	($[____])
(i)	Net Borrowing Base ((g) − (h))	$[____]
(j)	Aggregate Commitments	$300,000,000
(k)	Available Commitment (lesser of (i) and (j))	$[____]
(l)	Less: Total Revolving Loans and Letters of Credit Outstanding	($[____])
(m)	Availability ((k) − (l))	$[____]
Line	Description	Amount
(a)	Consolidated Net Income	$[____]
(b)	Plus: Consolidated Interest Expense	$[____]
(c)	Plus: Income tax expense (including federal, state, local, and foreign)	$[____]
(d)	Plus: Depreciation and amortization expense	$[____]
(e)	Plus: Non-cash charges and losses (to the extent deducted in computing Consolidated Net Income), including non-cash stock-based compensation expense, non-cash impairment charges, and non-cash restructuring charges	$[____]
(f)	Minus: Non-cash gains (to the extent included in computing Consolidated Net Income), including gains from the write-up of assets	($[____])
(g)	Other adjustments permitted under the Credit Agreement definition of "Consolidated EBITDA" (describe on a separate attachment if applicable)	$[____]
(h)	Consolidated EBITDA (sum of lines (a) through (g))	$[____________]
(i)	Minus: Unfinanced Capital Expenditures for the trailing four fiscal quarters	($[____])
(j)	Minus: Cash Taxes Paid for the trailing four fiscal quarters	($[____])

(k)	Adjusted EBITDA (Numerator) ((h) − (i) − (j))	$[____________]
Line	Description	Amount
(a)	Scheduled funded debt payments (principal amortization)	$[____]
(b)	Cash interest expense (including fees paid to the Lenders, letter of credit fees, and commitment fees)	$[____]
(c)	Restricted Payments (dividends and distributions actually paid in cash during the period)	$[____]
(d)	Capital lease obligations (cash payments made during the period)	$[____]
(e)	Total Fixed Charges (sum of lines (a) through (d))	$[____________]
Fixed Charge Coverage Ratio = Part A, line (k) ÷ Part B, line (e)	[________] : 1.00
Minimum Required Ratio (per Section 7.11 of the Credit Agreement)	1.10 : 1.00
In Compliance?	[Yes / No / N/A — Trigger Threshold not breached]
Outstanding purchase money / capital lease Indebtedness:	$[____]
Permitted basket:	$15,000,000
Remaining capacity:	$[____]
In Compliance:	[Yes / No]
Outstanding Investments under general basket:	$[____]
Permitted basket:	$20,000,000
Remaining capacity:	$[____]
In Compliance:	[Yes / No]
Aggregate Dispositions during current fiscal year:	$[____]
Permitted basket (per fiscal year):	$10,000,000
Remaining capacity:	$[____]
In Compliance:	[Yes / No]
Item	Description
Nature of Default / Event of Default:	[____]
Date First Occurring:	[____]

Date Cured (if applicable):	[____]
Section(s) of Credit Agreement or Loan Document Implicated:	[____]
Actions Taken, Being Taken, or Proposed to Be Taken by the Borrowers:	[____]

EXHIBIT D
FORM OF COMPLIANCE CERTIFICATE
Delivered pursuant to Section 6.02(b) of that certain Credit Agreement dated as of May 4, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, 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 (in such capacity, the "Administrative Agent")
All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. This Compliance Certificate and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
SECTION 1: INTRODUCTORY CERTIFICATION
[DATE]
Crescent Harbor Bank, N.A., as Administrative Agent 780 Park Avenue, 30th Floor New York, NY 10021
Attention: Julianne Strickland, Vice President, Portfolio Management
Ladies and Gentlemen:
The undersigned, the [Chief Financial Officer / Treasurer] of Cascade Retail Holdings Inc. ("CRH"), on behalf of CRH and Cascade Retail Operating Company LLC ("CROC," and together with CRH, the "Borrowers"), hereby certifies to the Administrative Agent and each of the Lenders party to the Credit Agreement as follows, pursuant to Section 6.02(b) of the Credit Agreement:
This Compliance Certificate is delivered for the fiscal [quarter/year] ended [____] (the "Reporting Period").
For purposes of determining applicable delivery timing, the parties acknowledge the following schedule:
(i) The first post-closing Compliance Certificate is due by August 14, 2023 (within sixty (60) days of the end of the fiscal quarter ending June 30, 2023).
(ii) Quarterly Compliance Certificates are due within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter of any fiscal year).
(iii) Annual Compliance Certificates are due within ninety (90) days after the end of each fiscal year (fiscal year-end: December 31).
The certifications, calculations, and other information set forth herein are true and correct in all material respects as of the date hereof, and the undersigned has reviewed the terms of the Credit Agreement and the other Loan Documents and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and condition (financial or otherwise) of the Borrowers and their Subsidiaries during the Reporting Period, and the undersigned has no knowledge of the existence during such Reporting Period or as of the date hereof of any condition or event that constitutes a Default or Event of Default except as set forth in Schedule I attached hereto.
SECTION 2: FINANCIAL STATEMENTS CERTIFICATION
The undersigned hereby certifies that the financial statements delivered concurrently with this Compliance Certificate (or previously delivered to the Administrative Agent) for the Reporting Period meet the following requirements:
(a) Quarterly Financial Statements (applicable if the Reporting Period is a fiscal quarter other than the last fiscal quarter of a fiscal year): Unaudited consolidated balance sheet and related consolidated statements of income and cash flows of the Borrowers and their Subsidiaries for such fiscal quarter and for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of the preceding fiscal year, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a basis consistent with prior periods (subject to normal year-end audit adjustments and the absence of footnotes) and have been delivered to the Administrative Agent within forty-five (45) days after the end of the applicable fiscal quarter.
(b) Annual Financial Statements (applicable if the Reporting Period is the fiscal year ending December 31): Audited consolidated financial statements of the Borrowers and their Subsidiaries, including a consolidated balance sheet, a consolidated statement of income, a consolidated statement of stockholders' equity, and a consolidated statement of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the preceding fiscal year, together with the report thereon of the Borrowers' independent certified public accountants, Kessler & Hodge LLP (which report shall be unqualified, shall not contain any "going concern" or like qualification or exception, and shall not contain any qualification or exception as to the scope of such audit), have been delivered to the Administrative Agent within ninety (90) days after the end of the applicable fiscal year (December 31).
The undersigned further certifies that such financial statements fairly present in all material respects the consolidated financial condition and results of operations of the Borrowers and their Subsidiaries as of the date thereof and for the periods indicated therein, and that such financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (subject, in the case of quarterly financial statements, to normal year-end audit adjustments and the absence of footnotes).
SECTION 3: NO DEFAULT CERTIFICATION
The undersigned hereby certifies that, as of the date hereof and during the Reporting Period, except as set forth in Schedule I attached hereto:
(a) No Default or Event of Default has occurred and is continuing under the Credit Agreement or any other Loan Document; and
(b) Each of the representations and warranties made by each Loan Party in or pursuant to the Loan Documents is true and correct in all material respects on and as of the date hereof (except (i) to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date, and (ii) to the extent that such representations and warranties are qualified by materiality, Material Adverse Effect, or similar language, in which case such representations and warranties are true and correct in all respects on and as of the date hereof or such earlier date, as applicable).
If a Default or Event of Default exists as of the date hereof or existed at any time during the Reporting Period, the undersigned has described on Schedule I attached hereto the nature thereof, the period of existence thereof, and the action the Borrowers have taken, are taking, or propose to take with respect thereto.
SECTION 4: BORROWING BASE AND AVAILABILITY
As of the last day of the Reporting Period (or, if more recently delivered, as of the date of the most recent Borrowing Base Certificate delivery date), the Borrowing Base and Availability were as follows:
Closing Date Reference Values: (a) Eligible Receivables: $187,000,000; (c) Receivables Component: $158,950,000; (d) Eligible Inventory (NOLV): $294,000,000; (f) Inventory Component: $191,100,000; (g) Gross Borrowing Base: $350,050,000; (h) Availability Reserves: $23,650,000; (i) Net Borrowing Base: $326,400,000.
FCCR Trigger Threshold Test:
The "FCCR Trigger Threshold" is $30,000,000 (the greater of (x) 10% of the lesser of (A) the Aggregate Commitments and (B) the Borrowing Base and (y) $25,000,000).
Was Availability below the FCCR Trigger Threshold of $30,000,000 at any time during the Reporting Period? [Yes / No]
Cash Dominion Trigger Test:
The "Cash Dominion Trigger" is $37,500,000 (12.5% of the lesser of the Aggregate Commitments and the Borrowing Base).
Was Availability below the Cash Dominion Trigger of $37,500,000 at any time during the Reporting Period? [Yes / No]
If "Yes," the Borrowers acknowledge that Cash Dominion (as defined in the Credit Agreement) is in effect and all amounts deposited into any Deposit Account maintained by any Loan Party shall be swept daily to the Collection Account maintained by the Administrative Agent in accordance with Section 6.13 of the Credit Agreement.
SECTION 5: FIXED CHARGE COVERAGE RATIO CALCULATION
Applicability (check one):
The Fixed Charge Coverage Ratio calculation set forth below is required to be completed because Availability has fallen below the FCCR Trigger Threshold of $30,000,000 at one or more times during the Reporting Period.
The Fixed Charge Coverage Ratio calculation set forth below is provided for informational purposes regardless of the Availability level.
N/A — FCCR Trigger Threshold not breached. Availability was at all times during the Reporting Period at or above the FCCR Trigger Threshold of $30,000,000. The Borrowers need not complete Parts A and B below.
If the third box above is checked, skip to Section 6. Otherwise, complete Parts A, B, and C below.
Part A: Consolidated EBITDA (Trailing Four Fiscal Quarters)
FY2022 Reference: Consolidated EBITDA: $148,500,000.
Part B: Fixed Charges (Trailing Four Fiscal Quarters)
FY2022 Reference: Total Fixed Charges: $87,200,000.
Part C: Fixed Charge Coverage Ratio
FY2022 Reference: $148,500,000 ÷ $87,200,000 = 1.70 : 1.00.
SECTION 6: RESTRICTED PAYMENT COMPLIANCE
If any Restricted Payment (as defined in the Credit Agreement) was made by any Loan Party during the Reporting Period, the undersigned certifies as follows:
(a) No Default or Event of Default existed at the time of, or would result from, such Restricted Payment: [Confirmed / Not Confirmed]
(b) Pro forma Availability at the time of such Restricted Payment (after giving effect thereto on a pro forma basis) was not less than $45,000,000 (being 15% of the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base at such time):
Pro Forma Availability: $[____]
Minimum Required: $45,000,000
[Satisfied / Not Satisfied]
(c) If pro forma Availability at the time of such Restricted Payment was less than 20% of the lesser of the Aggregate Commitments and the Borrowing Base (i.e., less than $60,000,000), the pro forma Fixed Charge Coverage Ratio (calculated on a trailing four fiscal quarter basis and giving pro forma effect to such Restricted Payment) was not less than 1.15:1.00:
Pro Forma FCCR: [__] : 1.00
Minimum Required: 1.15 : 1.00
[Satisfied / Not Applicable]
If no Restricted Payment was made by any Loan Party during the Reporting Period:
N/A — No Restricted Payments made during the Reporting Period.
SECTION 7: NEGATIVE COVENANT COMPLIANCE SUMMARY
The undersigned hereby confirms compliance with the following selected negative covenants contained in Article VII of the Credit Agreement, with relevant basket utilization as of the last day of the Reporting Period (or as of the date hereof, as applicable):
(a) Indebtedness (Section 7.03). The aggregate outstanding amount of purchase money Indebtedness and capital lease obligations permitted under Section 7.03(e) of the Credit Agreement is as follows:
(b) Investments (Section 7.04). The aggregate amount of Investments made under the general investment basket permitted under Section 7.04(h) of the Credit Agreement is as follows:
(c) Dispositions (Section 7.05). The aggregate fair market value of Dispositions made during the current fiscal year (excluding Dispositions of obsolete, worn-out, or surplus property in the ordinary course of business) under Section 7.05(d) of the Credit Agreement is as follows:
(d) Liens (Section 7.01). The undersigned hereby confirms that no Liens exist on any property or assets of any Loan Party or any Subsidiary thereof other than Permitted Liens (as defined in the Credit Agreement): [Confirmed / Exceptions noted on Schedule I]
If any exception to the foregoing confirmations exists, such exception is described in detail on Schedule I attached hereto.
SECTION 8: REPORTING CONFIRMATION
The undersigned hereby confirms that the following reporting obligations under the Credit Agreement have been satisfied during or with respect to the Reporting Period:
(a) Borrowing Base Certificates (Section 6.02(c)). Borrowing Base Certificates have been delivered to the Administrative Agent on a monthly basis by the fifteenth (15th) day of each calendar month following the month to which such certificate relates (or, if Availability was below $45,000,000 at any time during the applicable period, on a weekly basis by the second (2nd) Business Day of each week following the week to which such certificate relates):
[Confirmed]
(b) Financial Statements (Section 6.01). The [quarterly unaudited / annual audited] financial statements described in Section 2 of this Compliance Certificate have been delivered to the Administrative Agent within [forty-five (45) / ninety (90)] days after the end of the applicable [fiscal quarter / fiscal year ending December 31]:
[Confirmed]
(c) Inventory Appraisal (Section 6.07(a)). An annual appraisal of Eligible Inventory has been conducted by an appraiser satisfactory to the Administrative Agent (or, if Availability was below $60,000,000 at any time during the twelve (12) months preceding the date hereof, a semi-annual appraisal has been conducted):
[Confirmed / Not yet due]
(d) Field Examination (Section 6.07(b)). An annual field examination has been conducted by Ridgeline Asset Advisors LLC (or another firm satisfactory to the Administrative Agent) (or, if Availability was below $60,000,000 at any time during the twelve (12) months preceding the date hereof, a semi-annual field examination has been conducted):
[Confirmed / Not yet due]
SCHEDULE I
DESCRIPTION OF DEFAULTS OR EVENTS OF DEFAULT (If Applicable)
If no Default or Event of Default exists as of the date hereof and none existed at any time during the Reporting Period, insert "None" below:
[None.]
If any Default or Event of Default exists as of the date hereof or existed at any time during the Reporting Period, provide the following information for each such Default or Event of Default:
(Attach additional pages if necessary.)
SIGNATURE
IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of the date first written above.
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: [____]
Title: [Chief Financial Officer / Treasurer]
(Closing reference signatory: Elena Kowalski, Chief Financial Officer, or Priya Anand, Treasurer)
DELIVERY INSTRUCTIONS
This Compliance Certificate should be delivered as follows:
To the Administrative Agent:
Crescent Harbor Bank, N.A. 780 Park Avenue, 30th Floor New York, NY 10021
Attention: Portfolio Management — Julianne Strickland, Vice President
With a copy to counsel to the Administrative Agent:
Whitfield, Greer & Holloway LLP 51 West 52nd Street, 35th Floor New York, NY 10019
Attention: Bernard Ashford
Reference: $300,000,000 Senior Secured Asset-Based Revolving Credit Facility; Credit Agreement dated as of May 4, 2023; CUSIP: 14762MAA3
Line | Description | Amount
(a) | Eligible Receivables | $[____]
(b) | Receivables Advance Rate | 85%
(c) | Receivables Component ((a) × (b)) | $[____]
(d) | Eligible Inventory (at Net Orderly Liquidation Value ("NOLV")) | $[____]
(e) | Inventory Advance Rate | 65%
(f) | Inventory Component ((d) × (e)) | $[____]
(g) | Gross Borrowing Base ((c) + (f)) | $[____]
(h) | Less: Availability Reserves | ($[____])
(i) | Net Borrowing Base ((g) − (h)) | $[____]
(j) | Aggregate Commitments | $300,000,000
(k) | Available Commitment (lesser of (i) and (j)) | $[____]
(l) | Less: Total Revolving Loans and Letters of Credit Outstanding | ($[____])
(m) | Availability ((k) − (l)) | $[____]
Line | Description | Amount
(a) | Consolidated Net Income | $[____]
(b) | Plus: Consolidated Interest Expense | $[____]
(c) | Plus: Income tax expense (including federal, state, local, and foreign) | $[____]
(d) | Plus: Depreciation and amortization expense | $[____]
(e) | Plus: Non-cash charges and losses (to the extent deducted in computing Consolidated Net Income), including non-cash stock-based compensation expense, non-cash impairment charges, and non-cash restructuring charges | $[____]
(f) | Minus: Non-cash gains (to the extent included in computing Consolidated Net Income), including gains from the write-up of assets | ($[____])
(g) | Other adjustments permitted under the Credit Agreement definition of "Consolidated EBITDA" (describe on a separate attachment if applicable) | $[____]
(h) | Consolidated EBITDA (sum of lines (a) through (g)) | $[____________]
(i) | Minus: Unfinanced Capital Expenditures for the trailing four fiscal quarters | ($[____])
(j) | Minus: Cash Taxes Paid for the trailing four fiscal quarters | ($[____])
(k) | Adjusted EBITDA (Numerator) ((h) − (i) − (j)) | $[____________]
Line | Description | Amount
(a) | Scheduled funded debt payments (principal amortization) | $[____]
(b) | Cash interest expense (including fees paid to the Lenders, letter of credit fees, and commitment fees) | $[____]
(c) | Restricted Payments (dividends and distributions actually paid in cash during the period) | $[____]
(d) | Capital lease obligations (cash payments made during the period) | $[____]
(e) | Total Fixed Charges (sum of lines (a) through (d)) | $[____________]
Fixed Charge Coverage Ratio = Part A, line (k) ÷ Part B, line (e) | [________] : 1.00
Minimum Required Ratio (per Section 7.11 of the Credit Agreement) | 1.10 : 1.00
In Compliance? | [Yes / No / N/A — Trigger Threshold not breached]
Outstanding purchase money / capital lease Indebtedness: | $[____]
Permitted basket: | $15,000,000
Remaining capacity: | $[____]
In Compliance: | [Yes / No]
Outstanding Investments under general basket: | $[____]
Permitted basket: | $20,000,000
Remaining capacity: | $[____]
In Compliance: | [Yes / No]
Aggregate Dispositions during current fiscal year: | $[____]
Permitted basket (per fiscal year): | $10,000,000
Remaining capacity: | $[____]
In Compliance: | [Yes / No]
Item | Description
Nature of Default / Event of Default: | [____]
Date First Occurring: | [____]
Date Cured (if applicable): | [____]
Section(s) of Credit Agreement or Loan Document Implicated: | [____]
Actions Taken, Being Taken, or Proposed to Be Taken by the Borrowers: | [____]