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revolving-loan-note-bridgevale.docx DOCUMENT Finance & Banking

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REVOLVING LOAN PROMISSORY NOTE

$75,000,000.00

May 4, 2023

New York, New York

This Revolving Loan Promissory Note (this "Note") is issued pursuant to 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, each a "Borrower" and collectively, the "Borrowers"), the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent").

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. All references herein to "Sections" shall refer to sections of this Note unless otherwise expressly stated.

Section 1. Promise to Pay.

FOR VALUE RECEIVED, the undersigned Borrowers, jointly and severally, hereby unconditionally promise to pay to the order of Bridgevale Financial Corporation, a Delaware corporation (the "Lender"), at the office of the Administrative Agent located at 780 Park Avenue, 30th Floor, New York, New York 10021, or at such other place as the Administrative Agent may from time to time designate in writing, the principal sum of SEVENTY-FIVE MILLION AND 00/100 DOLLARS ($75,000,000.00), or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrowers pursuant to the Credit Agreement, together with all accrued and unpaid interest thereon as hereinafter provided.

The outstanding principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts payable hereunder or under the Credit Agreement with respect to the Revolving Loans evidenced hereby, shall be due and payable in full on May 19, 2028 (the "Maturity Date"), or on such earlier date on which the Revolving Commitments are terminated or the Revolving Loans become due and payable, whether by acceleration, mandatory prepayment, or otherwise, in accordance with the terms and conditions of the Credit Agreement. For the avoidance of doubt, the Lender's Commitment hereunder represents twenty-five percent (25%) of the Three Hundred Million and 00/100 Dollars ($300,000,000.00) in Aggregate Commitments under the Credit Agreement, and the Lender's Applicable Percentage of each Revolving Loan, Letter of Credit participation, and other obligations arising under the Credit Agreement shall be determined in accordance therewith.

Section 2. Interest.

(a) Rate of Interest. The Borrowers hereby jointly and severally promise to pay interest on the unpaid principal amount of each Revolving Loan evidenced by this Note from the date of such Revolving Loan until such Revolving Loan is paid in full, at the applicable rate or rates per annum determined in accordance with the Credit Agreement. Without limiting the generality of the foregoing, the applicable interest rate for each Revolving Loan shall be the Adjusted Term SOFR (as defined in the Credit Agreement) plus three hundred basis points (3.00%) per annum (the "Applicable Margin"), as more fully set forth in Section 2.08 of the Credit Agreement. For the purposes of this Note, "Adjusted Term SOFR" means the Term SOFR for the applicable Interest Period, plus the applicable credit spread adjustment, as set forth below.

(b) SOFR Credit Spread Adjustments. In accordance with the Credit Agreement, the following credit spread adjustments shall apply to the calculation of Adjusted Term SOFR:

(i) for Revolving Loans having a one-month Interest Period: ten basis points (0.10%) per annum; and

(ii) for Revolving Loans having a three-month Interest Period: fifteen basis points (0.15%) per annum.

(c) SOFR Floor. Notwithstanding anything to the contrary herein or in the Credit Agreement, in no event shall the Term SOFR component of the interest rate applicable to any Revolving Loan evidenced by this Note be less than zero percent (0.00%) per annum (the "SOFR Floor"). For the avoidance of doubt, the SOFR Floor applies to the Term SOFR rate itself and not to the Adjusted Term SOFR rate (which includes the applicable credit spread adjustment) or to the all-in interest rate (which includes the Applicable Margin).

(d) Payment Dates. Interest on each Revolving Loan evidenced by this Note shall be due and payable on the dates specified in the Credit Agreement, including (i) on the last Business Day of each Interest Period applicable to such Revolving Loan (and, in the case of any Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period), (ii) on the Maturity Date, and (iii) upon any prepayment of such Revolving Loan (to the extent accrued on the amount so prepaid). In any event, interest shall be payable at least quarterly in arrears.

(e) Default Rate. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, the Borrowers shall pay interest on the outstanding principal balance of all Revolving Loans evidenced by this Note at a rate per annum equal to two hundred basis points (2.00%) in excess of the rate of interest otherwise applicable to such Revolving Loans as provided in the Credit Agreement (the "Default Rate"). Interest at the Default Rate shall accrue from the date of the occurrence of such Event of Default until such Event of Default is cured or waived in accordance with the Credit Agreement, and shall be payable on demand by the Administrative Agent or the Required Lenders. Notwithstanding the foregoing, no interest shall accrue at the Default Rate on any overdue amount unless and until the Required Lenders shall have requested the application of the Default Rate in accordance with Section 2.13(c) of the Credit Agreement.

(f) Computation of Interest. All interest on the Revolving Loans evidenced by this Note shall be computed on the basis of the actual number of days elapsed in the applicable period over a year of three hundred sixty (360) days; provided that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of the actual number of days elapsed in the applicable period over a year of three hundred sixty-five (365) days (or three hundred sixty-six (366) days in a leap year). Each determination of an interest rate by the Administrative Agent pursuant to the Credit Agreement shall be conclusive and binding on the Borrowers in the absence of manifest error.

Section 3. Payments.

(a) Manner of Payment. All payments of principal of, and interest on, the Revolving Loans evidenced by this Note shall be made in lawful money of the United States of America in immediately available funds to the Administrative Agent, for the account of the Lender, at the Administrative Agent's office located at 780 Park Avenue, 30th Floor, New York, New York 10021 (or at such other address or account as the Administrative Agent may designate in writing from time to time), not later than 2:00 p.m. (New York City time) on the date on which such payment is due. Any payment received by the Administrative Agent after 2:00 p.m. (New York City time) on any day shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.

(b) Application of Payments. All payments received by the Administrative Agent in respect of this Note shall be applied in accordance with the terms and provisions of the Credit Agreement, including, without limitation, the provisions of Sections 2.05, 2.06, 2.18, and 8.03 thereof. The Borrowers acknowledge and agree that the Administrative Agent shall have the right to apply payments in the order of priority set forth in the Credit Agreement, and each Borrower hereby consents to such application.

(c) Business Day Convention. Whenever any payment to be made hereunder shall become due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of any interest payable hereunder (unless such extension would cause the payment to fall in the next calendar month, in which case, for SOFR Loans, such payment shall be made on the immediately preceding Business Day), in each case subject to and in accordance with the provisions of the Credit Agreement regarding Interest Period end dates and related payment mechanics.

Section 4. Prepayment.

(a) Optional Prepayment. Subject to the terms and conditions of the Credit Agreement, including without limitation Section 2.11 thereof, the Borrowers may, at any time and from time to time, prepay the Revolving Loans evidenced by this Note, in whole or in part, without premium or penalty; provided, however, that in connection with any prepayment of SOFR Loans on a day other than the last day of the applicable Interest Period, the Borrowers shall compensate the Lender for any breakage costs, funding losses, and other amounts (including, without limitation, any loss or expense arising from the liquidation or redeployment of deposits or other funds acquired or contracted to be acquired by the Lender to fund or maintain such SOFR Loans) in accordance with Section 3.05 of the Credit Agreement. Any optional prepayment of the Revolving Loans shall be made ratably among the Lenders in accordance with their respective Applicable Percentages, in minimum principal amounts and upon not less than the minimum number of Business Days' prior irrevocable written notice to the Administrative Agent, in each case as specified in the Credit Agreement.

(b) Mandatory Prepayment. In the event that the aggregate outstanding principal amount of all Revolving Loans and all Letter of Credit Obligations at any time exceeds the lesser of (i) the Aggregate Commitments then in effect and (ii) the Borrowing Base then in effect, the Borrowers shall be required to prepay the Revolving Loans (and, to the extent necessary, cash collateralize outstanding Letters of Credit) in an amount sufficient to eliminate such excess, in accordance with Section 2.11(b) of the Credit Agreement. All such mandatory prepayments shall be made ratably among the Lenders in accordance with their respective Applicable Percentages and shall be applied in the manner set forth in the Credit Agreement. Nothing herein shall limit the obligation of the Borrowers to make any other mandatory prepayments required under the Credit Agreement, including any mandatory prepayments resulting from reductions to the Borrowing Base or the Aggregate Commitments.

Section 5. Revolving Nature; Reborrowing.

(a) Revolving Credit Facility. This Note evidences a revolving credit facility. Subject to the terms and conditions of the Credit Agreement, amounts repaid or prepaid by the Borrowers in respect of the Revolving Loans evidenced by this Note may be reborrowed by the Borrowers prior to the Maturity Date; provided that (i) no Default or Event of Default shall have occurred and be continuing or would result from such reborrowing, (ii) each of the conditions precedent set forth in Section 4.02 of the Credit Agreement shall have been satisfied (or waived) as of the date of such reborrowing, and (iii) after giving effect to such reborrowing, the aggregate outstanding principal amount of all Revolving Loans and all Letter of Credit Obligations shall not exceed the lesser of (x) the Aggregate Commitments then in effect (Three Hundred Million and 00/100 Dollars ($300,000,000.00), as such amount may be reduced from time to time in accordance with the Credit Agreement) and (y) the Borrowing Base then in effect.

(b) Records of Loans and Payments. The Lender is hereby authorized to record on the grid attached hereto (or any continuation thereof) or otherwise in accordance with its usual practice, the date and amount of each Revolving Loan made by the Lender to the Borrowers hereunder, the date and amount of each payment of principal received by the Lender in respect thereof, and the applicable interest rate with respect thereto. The entries made by the Lender in such records, or the records of the Administrative Agent maintained in accordance with Section 2.10 of the Credit Agreement, shall constitute prima facie evidence of the amounts outstanding under this Note and the dates of the making of each Revolving Loan and each payment of principal thereon, absent manifest error; provided, however, that the failure of the Lender or the Administrative Agent to make any such entry or any error therein shall not limit or otherwise affect the obligations of the Borrowers under this Note or the Credit Agreement.

Section 6. Credit Agreement Controls.

(a) Loan Document. This Note is one of the "Notes" referred to in, and is entitled to the benefits of, the Credit Agreement and the other Loan Documents. This Note is a "Loan Document" as defined in the Credit Agreement and is subject to all of the terms and provisions applicable to Loan Documents set forth therein.

(b) Security. The obligations of the Borrowers under this Note are secured by (i) the Security Agreement, dated as of May 4, 2023, among the Borrowers, the Guarantors, and the Administrative Agent, as Collateral Agent, for the benefit of the Secured Parties, pursuant to which the Borrowers and the Guarantors have granted a first-priority security interest in substantially all of their respective personal property assets (subject to Permitted Liens), (ii) the Pledge Agreement, dated as of May 4, 2023, among the Borrowers, the Guarantors, and the Administrative Agent, as Collateral Agent, for the benefit of the Secured Parties, pursuant to which the Borrowers and the Guarantors have pledged the equity interests in their respective subsidiaries, and (iii) the other Collateral Documents executed and delivered in connection with the Credit Agreement, all as more fully described therein.

(c) Guaranty. This Note is entitled to the benefits of the Guaranty Agreement, dated as of May 4, 2023 (the "Guaranty Agreement"), executed by Cascade Digital Commerce Inc., a Delaware corporation, Cascade Outlet Stores LLC, a Delaware limited liability company, and Cascade Fulfillment Services Inc., a Delaware corporation (collectively, the "Guarantors"), in favor of the Administrative Agent for the benefit of the Secured Parties, pursuant to which the Guarantors have unconditionally guaranteed the due and punctual payment and performance of all Obligations of the Borrowers under the Credit Agreement, this Note, and the other Loan Documents.

(d) Conflict. In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Credit Agreement, the terms and provisions of the Credit Agreement shall govern and control in all respects. The Lender and the Borrowers acknowledge and agree that this Note is intended to evidence the obligation of the Borrowers to repay the Revolving Loans made by the Lender and is not intended to modify, amend, or supplement the terms of the Credit Agreement in any respect.

Section 7. Events of Default; Acceleration.

(a) Events of Default. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement (as defined in Section 8.01 thereof), the Administrative Agent may, and at the direction of the Required Lenders shall, by written notice to the Borrowers, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts owing hereunder and under the Credit Agreement (including, without limitation, all fees, expenses, and other obligations), to be immediately due and payable, whereupon the same shall become immediately due and payable, without further notice, demand, presentment, protest, or other formality of any kind, all of which are hereby expressly waived by each Borrower. In the case of an Event of Default described in Section 8.01(h) or Section 8.01(i) of the Credit Agreement (relating to bankruptcy, insolvency, and similar events), the entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts owing hereunder and under the Credit Agreement, shall automatically and without any declaration or other act by the Administrative Agent or any Lender become immediately due and payable, in each case in accordance with the terms of the Credit Agreement.

(b) Preservation of Rights. No failure or delay on the part of the Lender or the Administrative Agent in exercising any right, remedy, power, or privilege hereunder or under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies provided herein and in the Credit Agreement and the other Loan Documents are cumulative and not exclusive of any rights or remedies provided by law or in equity.

Section 8. Waivers.

(a) Waiver of Presentment and Notice. Each Borrower hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor, notice of nonpayment, notice of acceleration, notice of intent to accelerate, and all other notices and demands of every kind in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and hereby consents to any extensions of time, renewals, releases of any party, and any other modifications of this Note, the Credit Agreement, or any other Loan Document that may be made from time to time, without notice, except as specifically provided in the Credit Agreement. No such extension, renewal, release, or modification shall in any manner whatsoever release any Borrower from liability hereunder or affect or impair the rights of the Lender or the Administrative Agent hereunder.

(b) Waiver of Counterclaim and Set-Off. Each Borrower hereby waives any right to assert any counterclaim, set-off, deduction, or defense (other than the defense of payment or performance) against payments due and owing under this Note, except as expressly permitted by the Credit Agreement. Each Borrower acknowledges that the obligation to make payments hereunder is absolute and unconditional and shall not be subject to any abatement, reduction, recoupment, defense, offset, or counterclaim for any reason whatsoever, except as otherwise expressly provided in the Credit Agreement.

(c) Waiver of Diligence. Each Borrower hereby waives diligence in collection, the bringing of suit against any other obligor, and any other condition precedent to the enforcement of this Note, except as specifically provided in the Credit Agreement.

Section 9. Governing Law.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Notwithstanding the foregoing, the provisions of Sections 5-1401 and 5-1402 of the New York General Obligations Law shall apply to this Note.

Section 10. Submission to Jurisdiction; Venue.

(a) Jurisdiction. Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (i) the United States District Court for the Southern District of New York sitting in the Borough of Manhattan and (ii) the Supreme Court of the State of New York, New York County, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this Note, the Credit Agreement, or any other Loan Document, or for recognition or enforcement of any judgment, and each Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding may be heard and determined in such courts.

(b) Waiver of Objection to Venue. Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Note, the Credit Agreement, or any other Loan Document in any court referred to in paragraph (a) above, and (ii) the defense of an inconvenient forum to the maintenance of such action, suit, or proceeding in any such court. Each Borrower agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Service of Process. Each Borrower irrevocably consents to the service of process in any such action, suit, or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to such Borrower at the address specified in the Credit Agreement for the delivery of notices, or by any other means permitted by applicable law. Nothing in this Section shall affect the right of the Lender or the Administrative Agent to serve process in any other manner permitted by applicable law.

Section 11. Waiver of Jury Trial.

EACH BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS NOTE AND THE CREDIT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.

Section 12. Successors and Assigns.

(a) Binding Effect. This Note shall be binding upon each Borrower and its respective successors and permitted assigns, and shall inure to the benefit of the Lender and its successors, endorsees, and assigns. No Borrower may assign or delegate any of its obligations under this Note without the prior written consent of the Lender and the Administrative Agent.

(b) Assignment by the Lender. The Lender may assign, transfer, or participate this Note, in whole or in part, in accordance with the assignment and participation provisions set forth in Section 10.06 of the Credit Agreement. Upon any such assignment in accordance with the Credit Agreement, the assignee shall become vested with all the rights and benefits in respect hereof granted to the Lender herein or otherwise, and the Lender shall, to the extent of such assignment, be released from its obligations hereunder (other than obligations accruing prior to the effective date of such assignment). The Borrowers shall execute and deliver such documents and instruments, and take such further actions, as may be reasonably requested by the Administrative Agent or the Lender to evidence or effectuate any such assignment.

(c) CUSIP Number. The parties hereto acknowledge that CUSIP Number 14762MAA3 has been assigned at closing for purposes of LSTA trading and identification. Neither the Administrative Agent nor any Lender shall be responsible for the selection, use, or accuracy of such CUSIP Number, and no representation is made as to the correctness or accuracy of such CUSIP Number as printed on this Note or as contained in any notice delivered pursuant to the Credit Agreement.

Section 13. Amendments.

No amendment, modification, termination, or waiver of any provision of this Note shall be effective unless the same shall be in writing and signed by each Borrower and the Lender (or, to the extent required by the Credit Agreement, the Required Lenders or all Lenders, as applicable), in each case in accordance with Section 10.01 of the Credit Agreement. Any amendment, modification, termination, or waiver effected in accordance with this Section 13 and the Credit Agreement shall be binding upon each Borrower, each Lender, and the Administrative Agent.

Section 14. Severability.

If any provision of this Note is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Note or the validity, legality, or enforceability of such provision in any other jurisdiction. The parties hereto shall endeavor in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.

[Remainder of page intentionally left blank; signature pages follow.]

IN WITNESS WHEREOF, each of the undersigned has caused this Revolving Loan Promissory Note to be duly executed and delivered as of the date first written above.

BORROWERS:

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: Nathaniel Voss

Title: Chief Executive Officer

Address: 2200 Elliott Avenue, Suite 1400

Seattle, Washington 98121

EIN: 91-1847263

CASCADE RETAIL OPERATING COMPANY LLC

By: Cascade Retail Holdings Inc., its sole member

By: ________

Name: Nathaniel Voss

Title: Chief Executive Officer of Cascade Retail Holdings Inc., sole member

Address: 2200 Elliott Avenue, Suite 1400

Seattle, Washington 98121

EIN: 83-2951047

ACCEPTED AND AGREED:

BRIDGEVALE FINANCIAL CORPORATION

By: ________

Name: Catherine Aldridge

Title: Senior Vice President

Address: 1 Federal Street, Suite 3200

Boston, Massachusetts 02110

SCHEDULE OF REVOLVING LOANS AND PAYMENTS

This schedule is attached to and made a part of the Revolving Loan Promissory Note, dated May 4, 2023, in the original principal amount of $75,000,000.00, executed by Cascade Retail Holdings Inc. and Cascade Retail Operating Company LLC in favor of Bridgevale Financial Corporation.

CUSIP: 14762MAA3

Date

REVOLVING LOAN PROMISSORY NOTE
$75,000,000.00
May 4, 2023
New York, New York
This Revolving Loan Promissory Note (this "Note") is issued pursuant to 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, each a "Borrower" and collectively, the "Borrowers"), the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent").
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. All references herein to "Sections" shall refer to sections of this Note unless otherwise expressly stated.
Section 1. Promise to Pay.
FOR VALUE RECEIVED, the undersigned Borrowers, jointly and severally, hereby unconditionally promise to pay to the order of Bridgevale Financial Corporation, a Delaware corporation (the "Lender"), at the office of the Administrative Agent located at 780 Park Avenue, 30th Floor, New York, New York 10021, or at such other place as the Administrative Agent may from time to time designate in writing, the principal sum of SEVENTY-FIVE MILLION AND 00/100 DOLLARS ($75,000,000.00), or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrowers pursuant to the Credit Agreement, together with all accrued and unpaid interest thereon as hereinafter provided.
The outstanding principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts payable hereunder or under the Credit Agreement with respect to the Revolving Loans evidenced hereby, shall be due and payable in full on May 19, 2028 (the "Maturity Date"), or on such earlier date on which the Revolving Commitments are terminated or the Revolving Loans become due and payable, whether by acceleration, mandatory prepayment, or otherwise, in accordance with the terms and conditions of the Credit Agreement. For the avoidance of doubt, the Lender's Commitment hereunder represents twenty-five percent (25%) of the Three Hundred Million and 00/100 Dollars ($300,000,000.00) in Aggregate Commitments under the Credit Agreement, and the Lender's Applicable Percentage of each Revolving Loan, Letter of Credit participation, and other obligations arising under the Credit Agreement shall be determined in accordance therewith.
Section 2. Interest.
(a) Rate of Interest. The Borrowers hereby jointly and severally promise to pay interest on the unpaid principal amount of each Revolving Loan evidenced by this Note from the date of such Revolving Loan until such Revolving Loan is paid in full, at the applicable rate or rates per annum determined in accordance with the Credit Agreement. Without limiting the generality of the foregoing, the applicable interest rate for each Revolving Loan shall be the Adjusted Term SOFR (as defined in the Credit Agreement) plus three hundred basis points (3.00%) per annum (the "Applicable Margin"), as more fully set forth in Section 2.08 of the Credit Agreement. For the purposes of this Note, "Adjusted Term SOFR" means the Term SOFR for the applicable Interest Period, plus the applicable credit spread adjustment, as set forth below.
(b) SOFR Credit Spread Adjustments. In accordance with the Credit Agreement, the following credit spread adjustments shall apply to the calculation of Adjusted Term SOFR:
(i) for Revolving Loans having a one-month Interest Period: ten basis points (0.10%) per annum; and
(ii) for Revolving Loans having a three-month Interest Period: fifteen basis points (0.15%) per annum.
(c) SOFR Floor. Notwithstanding anything to the contrary herein or in the Credit Agreement, in no event shall the Term SOFR component of the interest rate applicable to any Revolving Loan evidenced by this Note be less than zero percent (0.00%) per annum (the "SOFR Floor"). For the avoidance of doubt, the SOFR Floor applies to the Term SOFR rate itself and not to the Adjusted Term SOFR rate (which includes the applicable credit spread adjustment) or to the all-in interest rate (which includes the Applicable Margin).
(d) Payment Dates. Interest on each Revolving Loan evidenced by this Note shall be due and payable on the dates specified in the Credit Agreement, including (i) on the last Business Day of each Interest Period applicable to such Revolving Loan (and, in the case of any Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period), (ii) on the Maturity Date, and (iii) upon any prepayment of such Revolving Loan (to the extent accrued on the amount so prepaid). In any event, interest shall be payable at least quarterly in arrears.
(e) Default Rate. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, the Borrowers shall pay interest on the outstanding principal balance of all Revolving Loans evidenced by this Note at a rate per annum equal to two hundred basis points (2.00%) in excess of the rate of interest otherwise applicable to such Revolving Loans as provided in the Credit Agreement (the "Default Rate"). Interest at the Default Rate shall accrue from the date of the occurrence of such Event of Default until such Event of Default is cured or waived in accordance with the Credit Agreement, and shall be payable on demand by the Administrative Agent or the Required Lenders. Notwithstanding the foregoing, no interest shall accrue at the Default Rate on any overdue amount unless and until the Required Lenders shall have requested the application of the Default Rate in accordance with Section 2.13(c) of the Credit Agreement.
(f) Computation of Interest. All interest on the Revolving Loans evidenced by this Note shall be computed on the basis of the actual number of days elapsed in the applicable period over a year of three hundred sixty (360) days; provided that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of the actual number of days elapsed in the applicable period over a year of three hundred sixty-five (365) days (or three hundred sixty-six (366) days in a leap year). Each determination of an interest rate by the Administrative Agent pursuant to the Credit Agreement shall be conclusive and binding on the Borrowers in the absence of manifest error.
Section 3. Payments.
(a) Manner of Payment. All payments of principal of, and interest on, the Revolving Loans evidenced by this Note shall be made in lawful money of the United States of America in immediately available funds to the Administrative Agent, for the account of the Lender, at the Administrative Agent's office located at 780 Park Avenue, 30th Floor, New York, New York 10021 (or at such other address or account as the Administrative Agent may designate in writing from time to time), not later than 2:00 p.m. (New York City time) on the date on which such payment is due. Any payment received by the Administrative Agent after 2:00 p.m. (New York City time) on any day shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.
(b) Application of Payments. All payments received by the Administrative Agent in respect of this Note shall be applied in accordance with the terms and provisions of the Credit Agreement, including, without limitation, the provisions of Sections 2.05, 2.06, 2.18, and 8.03 thereof. The Borrowers acknowledge and agree that the Administrative Agent shall have the right to apply payments in the order of priority set forth in the Credit Agreement, and each Borrower hereby consents to such application.
(c) Business Day Convention. Whenever any payment to be made hereunder shall become due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of any interest payable hereunder (unless such extension would cause the payment to fall in the next calendar month, in which case, for SOFR Loans, such payment shall be made on the immediately preceding Business Day), in each case subject to and in accordance with the provisions of the Credit Agreement regarding Interest Period end dates and related payment mechanics.
Section 4. Prepayment.
(a) Optional Prepayment. Subject to the terms and conditions of the Credit Agreement, including without limitation Section 2.11 thereof, the Borrowers may, at any time and from time to time, prepay the Revolving Loans evidenced by this Note, in whole or in part, without premium or penalty; provided, however, that in connection with any prepayment of SOFR Loans on a day other than the last day of the applicable Interest Period, the Borrowers shall compensate the Lender for any breakage costs, funding losses, and other amounts (including, without limitation, any loss or expense arising from the liquidation or redeployment of deposits or other funds acquired or contracted to be acquired by the Lender to fund or maintain such SOFR Loans) in accordance with Section 3.05 of the Credit Agreement. Any optional prepayment of the Revolving Loans shall be made ratably among the Lenders in accordance with their respective Applicable Percentages, in minimum principal amounts and upon not less than the minimum number of Business Days' prior irrevocable written notice to the Administrative Agent, in each case as specified in the Credit Agreement.
(b) Mandatory Prepayment. In the event that the aggregate outstanding principal amount of all Revolving Loans and all Letter of Credit Obligations at any time exceeds the lesser of (i) the Aggregate Commitments then in effect and (ii) the Borrowing Base then in effect, the Borrowers shall be required to prepay the Revolving Loans (and, to the extent necessary, cash collateralize outstanding Letters of Credit) in an amount sufficient to eliminate such excess, in accordance with Section 2.11(b) of the Credit Agreement. All such mandatory prepayments shall be made ratably among the Lenders in accordance with their respective Applicable Percentages and shall be applied in the manner set forth in the Credit Agreement. Nothing herein shall limit the obligation of the Borrowers to make any other mandatory prepayments required under the Credit Agreement, including any mandatory prepayments resulting from reductions to the Borrowing Base or the Aggregate Commitments.
Section 5. Revolving Nature; Reborrowing.
(a) Revolving Credit Facility. This Note evidences a revolving credit facility. Subject to the terms and conditions of the Credit Agreement, amounts repaid or prepaid by the Borrowers in respect of the Revolving Loans evidenced by this Note may be reborrowed by the Borrowers prior to the Maturity Date; provided that (i) no Default or Event of Default shall have occurred and be continuing or would result from such reborrowing, (ii) each of the conditions precedent set forth in Section 4.02 of the Credit Agreement shall have been satisfied (or waived) as of the date of such reborrowing, and (iii) after giving effect to such reborrowing, the aggregate outstanding principal amount of all Revolving Loans and all Letter of Credit Obligations shall not exceed the lesser of (x) the Aggregate Commitments then in effect (Three Hundred Million and 00/100 Dollars ($300,000,000.00), as such amount may be reduced from time to time in accordance with the Credit Agreement) and (y) the Borrowing Base then in effect.
(b) Records of Loans and Payments. The Lender is hereby authorized to record on the grid attached hereto (or any continuation thereof) or otherwise in accordance with its usual practice, the date and amount of each Revolving Loan made by the Lender to the Borrowers hereunder, the date and amount of each payment of principal received by the Lender in respect thereof, and the applicable interest rate with respect thereto. The entries made by the Lender in such records, or the records of the Administrative Agent maintained in accordance with Section 2.10 of the Credit Agreement, shall constitute prima facie evidence of the amounts outstanding under this Note and the dates of the making of each Revolving Loan and each payment of principal thereon, absent manifest error; provided, however, that the failure of the Lender or the Administrative Agent to make any such entry or any error therein shall not limit or otherwise affect the obligations of the Borrowers under this Note or the Credit Agreement.
Section 6. Credit Agreement Controls.
(a) Loan Document. This Note is one of the "Notes" referred to in, and is entitled to the benefits of, the Credit Agreement and the other Loan Documents. This Note is a "Loan Document" as defined in the Credit Agreement and is subject to all of the terms and provisions applicable to Loan Documents set forth therein.
(b) Security. The obligations of the Borrowers under this Note are secured by (i) the Security Agreement, dated as of May 4, 2023, among the Borrowers, the Guarantors, and the Administrative Agent, as Collateral Agent, for the benefit of the Secured Parties, pursuant to which the Borrowers and the Guarantors have granted a first-priority security interest in substantially all of their respective personal property assets (subject to Permitted Liens), (ii) the Pledge Agreement, dated as of May 4, 2023, among the Borrowers, the Guarantors, and the Administrative Agent, as Collateral Agent, for the benefit of the Secured Parties, pursuant to which the Borrowers and the Guarantors have pledged the equity interests in their respective subsidiaries, and (iii) the other Collateral Documents executed and delivered in connection with the Credit Agreement, all as more fully described therein.
(c) Guaranty. This Note is entitled to the benefits of the Guaranty Agreement, dated as of May 4, 2023 (the "Guaranty Agreement"), executed by Cascade Digital Commerce Inc., a Delaware corporation, Cascade Outlet Stores LLC, a Delaware limited liability company, and Cascade Fulfillment Services Inc., a Delaware corporation (collectively, the "Guarantors"), in favor of the Administrative Agent for the benefit of the Secured Parties, pursuant to which the Guarantors have unconditionally guaranteed the due and punctual payment and performance of all Obligations of the Borrowers under the Credit Agreement, this Note, and the other Loan Documents.
(d) Conflict. In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Credit Agreement, the terms and provisions of the Credit Agreement shall govern and control in all respects. The Lender and the Borrowers acknowledge and agree that this Note is intended to evidence the obligation of the Borrowers to repay the Revolving Loans made by the Lender and is not intended to modify, amend, or supplement the terms of the Credit Agreement in any respect.
Section 7. Events of Default; Acceleration.
(a) Events of Default. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement (as defined in Section 8.01 thereof), the Administrative Agent may, and at the direction of the Required Lenders shall, by written notice to the Borrowers, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts owing hereunder and under the Credit Agreement (including, without limitation, all fees, expenses, and other obligations), to be immediately due and payable, whereupon the same shall become immediately due and payable, without further notice, demand, presentment, protest, or other formality of any kind, all of which are hereby expressly waived by each Borrower. In the case of an Event of Default described in Section 8.01(h) or Section 8.01(i) of the Credit Agreement (relating to bankruptcy, insolvency, and similar events), the entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts owing hereunder and under the Credit Agreement, shall automatically and without any declaration or other act by the Administrative Agent or any Lender become immediately due and payable, in each case in accordance with the terms of the Credit Agreement.
(b) Preservation of Rights. No failure or delay on the part of the Lender or the Administrative Agent in exercising any right, remedy, power, or privilege hereunder or under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies provided herein and in the Credit Agreement and the other Loan Documents are cumulative and not exclusive of any rights or remedies provided by law or in equity.
Section 8. Waivers.
(a) Waiver of Presentment and Notice. Each Borrower hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor, notice of nonpayment, notice of acceleration, notice of intent to accelerate, and all other notices and demands of every kind in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and hereby consents to any extensions of time, renewals, releases of any party, and any other modifications of this Note, the Credit Agreement, or any other Loan Document that may be made from time to time, without notice, except as specifically provided in the Credit Agreement. No such extension, renewal, release, or modification shall in any manner whatsoever release any Borrower from liability hereunder or affect or impair the rights of the Lender or the Administrative Agent hereunder.
(b) Waiver of Counterclaim and Set-Off. Each Borrower hereby waives any right to assert any counterclaim, set-off, deduction, or defense (other than the defense of payment or performance) against payments due and owing under this Note, except as expressly permitted by the Credit Agreement. Each Borrower acknowledges that the obligation to make payments hereunder is absolute and unconditional and shall not be subject to any abatement, reduction, recoupment, defense, offset, or counterclaim for any reason whatsoever, except as otherwise expressly provided in the Credit Agreement.
(c) Waiver of Diligence. Each Borrower hereby waives diligence in collection, the bringing of suit against any other obligor, and any other condition precedent to the enforcement of this Note, except as specifically provided in the Credit Agreement.
Section 9. Governing Law.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Notwithstanding the foregoing, the provisions of Sections 5-1401 and 5-1402 of the New York General Obligations Law shall apply to this Note.
Section 10. Submission to Jurisdiction; Venue.
(a) Jurisdiction. Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (i) the United States District Court for the Southern District of New York sitting in the Borough of Manhattan and (ii) the Supreme Court of the State of New York, New York County, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this Note, the Credit Agreement, or any other Loan Document, or for recognition or enforcement of any judgment, and each Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding may be heard and determined in such courts.
(b) Waiver of Objection to Venue. Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Note, the Credit Agreement, or any other Loan Document in any court referred to in paragraph (a) above, and (ii) the defense of an inconvenient forum to the maintenance of such action, suit, or proceeding in any such court. Each Borrower agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(c) Service of Process. Each Borrower irrevocably consents to the service of process in any such action, suit, or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to such Borrower at the address specified in the Credit Agreement for the delivery of notices, or by any other means permitted by applicable law. Nothing in this Section shall affect the right of the Lender or the Administrative Agent to serve process in any other manner permitted by applicable law.
Section 11. Waiver of Jury Trial.
EACH BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS NOTE AND THE CREDIT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.
Section 12. Successors and Assigns.
(a) Binding Effect. This Note shall be binding upon each Borrower and its respective successors and permitted assigns, and shall inure to the benefit of the Lender and its successors, endorsees, and assigns. No Borrower may assign or delegate any of its obligations under this Note without the prior written consent of the Lender and the Administrative Agent.
(b) Assignment by the Lender. The Lender may assign, transfer, or participate this Note, in whole or in part, in accordance with the assignment and participation provisions set forth in Section 10.06 of the Credit Agreement. Upon any such assignment in accordance with the Credit Agreement, the assignee shall become vested with all the rights and benefits in respect hereof granted to the Lender herein or otherwise, and the Lender shall, to the extent of such assignment, be released from its obligations hereunder (other than obligations accruing prior to the effective date of such assignment). The Borrowers shall execute and deliver such documents and instruments, and take such further actions, as may be reasonably requested by the Administrative Agent or the Lender to evidence or effectuate any such assignment.
(c) CUSIP Number. The parties hereto acknowledge that CUSIP Number 14762MAA3 has been assigned at closing for purposes of LSTA trading and identification. Neither the Administrative Agent nor any Lender shall be responsible for the selection, use, or accuracy of such CUSIP Number, and no representation is made as to the correctness or accuracy of such CUSIP Number as printed on this Note or as contained in any notice delivered pursuant to the Credit Agreement.
Section 13. Amendments.
No amendment, modification, termination, or waiver of any provision of this Note shall be effective unless the same shall be in writing and signed by each Borrower and the Lender (or, to the extent required by the Credit Agreement, the Required Lenders or all Lenders, as applicable), in each case in accordance with Section 10.01 of the Credit Agreement. Any amendment, modification, termination, or waiver effected in accordance with this Section 13 and the Credit Agreement shall be binding upon each Borrower, each Lender, and the Administrative Agent.
Section 14. Severability.
If any provision of this Note is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Note or the validity, legality, or enforceability of such provision in any other jurisdiction. The parties hereto shall endeavor in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.
[Remainder of page intentionally left blank; signature pages follow.]
IN WITNESS WHEREOF, each of the undersigned has caused this Revolving Loan Promissory Note to be duly executed and delivered as of the date first written above.
BORROWERS:
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: Nathaniel Voss
Title: Chief Executive Officer
Address: 2200 Elliott Avenue, Suite 1400
Seattle, Washington 98121
EIN: 91-1847263
CASCADE RETAIL OPERATING COMPANY LLC
By: Cascade Retail Holdings Inc., its sole member
By: ________
Name: Nathaniel Voss
Title: Chief Executive Officer of Cascade Retail Holdings Inc., sole member
Address: 2200 Elliott Avenue, Suite 1400
Seattle, Washington 98121
EIN: 83-2951047
ACCEPTED AND AGREED:
BRIDGEVALE FINANCIAL CORPORATION
By: ________
Name: Catherine Aldridge
Title: Senior Vice President
Address: 1 Federal Street, Suite 3200
Boston, Massachusetts 02110
SCHEDULE OF REVOLVING LOANS AND PAYMENTS
This schedule is attached to and made a part of the Revolving Loan Promissory Note, dated May 4, 2023, in the original principal amount of $75,000,000.00, executed by Cascade Retail Holdings Inc. and Cascade Retail Operating Company LLC in favor of Bridgevale Financial Corporation.
CUSIP: 14762MAA3
Date | Amount of Revolving Loan | Amount of Principal Repaid or Prepaid | Outstanding Principal Balance | Interest Rate | Notation Made By

REVOLVING LOAN PROMISSORY NOTE

BORROWERS:

CASCADE RETAIL HOLDINGS INC.

EIN: 91-1847263

CASCADE RETAIL OPERATING COMPANY LLC

EIN: 83-2951047

ACCEPTED AND AGREED:

BRIDGEVALE FINANCIAL CORPORATION

SCHEDULE OF REVOLVING LOANS AND PAYMENTS

CUSIP: 14762MAA3

Record

Parties

Dates

Amounts