CUTTER & BUCK INC
10-Q, EX-99.1, 2000-12-15
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS
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THIRD AMENDED AND RESTATED LOAN AGREEMENT

By and Among

WASHINGTON MUTUAL BANK doing business as WESTERN BANK

BANK OF AMERICA, N.A.

The Several Lenders from Time to Time Parties Hereto

as the Lenders

and

WASHINGTON MUTUAL BANK doing business as WESTERN BANK

as the Letter of Credit Issuer and the BV Letter of Credit Issuer

and

BANK OF AMERICA, N.A.

as the BV Lender

and

CUTTER & BUCK INC.

as the Borrower and Guarantor

and

WASHINGTON MUTUAL BANK doing business as WESTERN BANK

as the Administrative Agent to the Lenders, the Letter of Credit Issuer,

the BV Letter of Credit Issuer, and the BV Lender

Dated as of November 3, 2000

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS   1
   
Section 1.1		  
 		  
Certain Defined Terms.		  
 		  
1
  Section 1.2   Computation of Time Periods.   10
  Section 1.3   Accounting Terms.   10
 
 ARTICLE II AMOUNTS AND TERMS OF THE BORROWINGS		  
 		  
10
   
Section 2.1		  
 		  
The Facilities.		  
 		  
10
  Section 2.2   The Borrowings.   11
  Section 2.3   Making the Borrowings.   19
  Section 2.4   Interest Rates; Late Charges.   21
  Section 2.5   Repayment.   22
  Section 2.6   Fees.   22
  Section 2.7   Prepayments.   23
  Section 2.8   Payments and Computations.   23
  Section 2.9   Increased Costs.   23
  Section 2.10   Illegality.   24
  Section 2.11   Prepayment Indemnity; Fee.   25
  Section 2.12   Evidence of Debt.   26
  Section 2.13   Collateral.   26
  Section 2.14   Use of Proceeds.   26
 
 ARTICLE III CONDITIONS OF BORROWING		  
 		  
27
   
Section 3.1		  
 		  
Conditions Precedent to Effective Date		  
 		  
27
  Section 3.2   Conditions Precedent to Each Borrowing   27
 
 ARTICLE IV REPRESENTATIONS AND WARRANTIES		  
 		  
28
   
Section 4.1		  
 		  
Organization		  
 		  
28
  Section 4.2   Authorization   28
  Section 4.3   Financial Information   29
  Section 4.4   Legal Effect   29
  Section 4.5   Properties   29
  Section 4.6   Hazardous Substances   29
  Section 4.7   Litigation and Claims   29
  Section 4.8   Taxes   29
  Section 4.9   Lien Priority   29
  Section 4.10   Binding Effect   30
  Section 4.11   Commercial Purposes   30
  Section 4.12   Employee Benefit Plans   30
  Section 4.13   Location of The Borrower's Offices and Records   30
  Section 4.14   Information   30
  Section 4.15   Survival of Representations and Warranties   30
 
 ARTICLE V COVENANTS OF THE BORROWER		  
 		  
30
   
Section 5.1		  
 		  
Affirmative Covenants		  
 		  
30
  Section 5.2   Negative Covenants   33
  Section 5.3   Financial Covenants   34

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 ARTICLE VI EVENTS OF DEFAULT		  
 		  
35
   
Section 6.1		  
 		  
Events of Default		  
 		  
35
  Section 6.2   Remedies   36
  Section 6.3   Adjustments; Right of Set-Off   37
  Section 6.4   Cumulative Remedies   37
  Section 6.5   Application of Payments   38
 
 ARTICLE VII THE ADMINISTRATIVE AGENT		  
 		  
38
   
Section 7.1		  
 		  
Appointment		  
 		  
38
  Section 7.2   Delegation of Duties   38
  Section 7.3   Exculpatory Provisions   38
  Section 7.4   Reliance by Administrative Agent   39
  Section 7.5   Notice of Default   39
  Section 7.6   Non-Reliance on Administrative Agent and Other Creditor Parties   39
  Section 7.7   Indemnification   40
  Section 7.8   Administrative Agent in Its Individual Capacity   40
  Section 7.9   Successor Administrative Agent   40
 
 ARTICLE VIII GUARANTEE		  
 		  
41
   
Section 8.1		  
 		  
Guarantee		  
 		  
41
  Section 8.2   No Subrogation   41
  Section 8.3   Amendments, Etc.   41
  Section 8.4   Guarantee Absolute and Unconditional   42
  Section 8.5   Reinstatement   43
  Section 8.6   Payments   43
  Section 8.7   Demand on Guarantor   43
 
 ARTICLE IX MISCELLANEOUS		  
 		  
43
   
Section 9.1		  
 		  
Amendments		  
 		  
43
  Section 9.2   Notices   44
  Section 9.3   No Waiver; Remedies   44
  Section 9.4   Costs and Expenses; Indemnification   44
  Section 9.5   Binding Effect; Successors and Assigns; Participations and Assignments   45
  Section 9.6   Execution in Counterparts   47
  Section 9.7   Governing Law   47
  Section 9.8   Mediation/Arbitration Provisions   48
  Section 9.9   Severability   49
  Section 9.10   Entire Agreement   49
  Section 9.11   Descriptive Headings   50
  Section 9.12   Gender and Number   50
  Section 9.13   Confirmation of Security Documents   50

ii

EXHIBIT A-1 FORM OF REVOLVING FACILITY NOTE

EXHIBIT A-2 FORM OF TERM FACILITY NOTE

EXHIBIT B FORM OF NOTICE OF BORROWING

EXHIBIT C FORM OF ASSIGNMENT AND ACCEPTANCE

EXHIBIT D COMMITMENT AMOUNTS

iii


THIRD AMENDED AND RESTATED SECURITY AGREEMENT

    This THIRD AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement") is entered into as of November 3, 2000, by and between CUTTER & BUCK INC., a Washington corporation ("Grantor"), and WASHINGTON MUTUAL BANK doing business as WESTERN BANK ("Western Bank"), as administrative agent (in such capacity, the "Administrative Agent") for the following parties (the "Creditor Parties"): Western Bank, BANK OF AMERICA, N.A. ("BofA"), and the several banks and other financial institutions from time to time parties to the Loan Agreement (the "Lenders"); Western Bank, as issuer of letters of credit (the "Letter of Credit Issuer" and the "BV Letter of Credit Issuer") and as issuer of credit cards (the "Credit Card Issuer"); and BofA as a direct lender to Cutter & Buck, BV (the "BV Lender"). This Agreement amends and restates in its entirety the Second Amended and Restated Security Agreement dated as of July 28, 2000 (the "Prior Security Agreement"), as well as the prior Amended and Restated Security Agreement dated as of April 28, 1999 among Grantor, Western Bank, BofA (then known as Bank of America National Trust and Savings Association doing business as Seafirst Bank), the Letter of Credit Issuer, the Credit Card Issuer and the Administrative Agent (the "Original Security Agreement").


RECITALS

    Concurrently with the execution and delivery of this Agreement, Grantor, the Lenders, the Letter of Credit Issuer, the Credit Card Issuer and the Administrative Agent are entering into the Third Amended and Restated Loan Agreement dated as of November 3, 2000 (the "Loan Agreement"), which amends and restates in its entirety the Second Amended and Restated Loan Agreement dated as of July 28, 2000 (the "Prior Loan Agreement"), as well as the Amended and Restated Loan Agreement dated as of April 28, 1999 among the Grantor, Western Bank, BofA (then known as Bank of America National Trust and Savings Association doing business as Seafirst Bank), the Letter of Credit Issuer, the Credit Card Issuer and the Administrative Agent (the "Original Loan Agreement"). The Original Loan Agreement was secured by the Original Security Agreement.

    It is a condition precedent to the execution and delivery of the Loan Agreement that the Prior Security Agreement and Original Security Agreement be amended and restated as provided in this Agreement.

    Accordingly, Grantor and the Administrative Agent, acting on behalf of the Lenders, the Letter of Credit Issuer, the Credit Card Issuer, the BV Letter of Credit Issuer and the BV Lender (in such capacity, the "Secured Party"), hereby agree as follows:


AGREEMENT

    1.  Definitions.  As used in this Agreement:

1

    Capitalized terms used in this Agreement and not otherwise defined have the meanings given to them in the Loan Agreement.

    2.  Security for Obligations.  As collateral security for the prompt and unconditional payment and performance of the Obligations, Grantor hereby grants to the Secured Party a security interest in all of Grantor's right, title and interest in and to the Collateral.

    3.  Representations and Warranties.  Grantor represents and warrants to the Secured Party as follows:

2

    4.  Grantor's Covenants.  

3

4

    5.  Expenditures by the Secured Party.  If not discharged or paid when due, the Secured Party may (but shall not be obligated to) discharge or pay any amounts required to be discharged or paid by Grantor under this Agreement, including without limitation all taxes, liens, security interests, encumbrances, and other claims, at any time levied or placed on the Collateral. The Secured Party also may (but shall not be obligated to) pay all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by the Secured Party for such purposes will then bear interest at the Floating Rate from the date incurred or paid by the Secured Party to the date of repayment by Grantor. All such expenses shall become a part of the Obligations and, at the Secured Party's option, will (a) be payable on demand, (b) be added to the balance of either of the Notes and be apportioned among and be payable with any installment payments to become due during either (i) the term of any applicable insurance policy or (ii) the remaining term of the Notes, or (c) be treated as a balloon payment which will be due and payable at the maturity of such Note or Notes. This Agreement also

5

will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which the Secured Party may be entitled.

    6.  Rights and Remedies of the Secured Party.  If an Event of Default occurs under this Agreement, at any time thereafter, the Secured Party shall have, subject to the provisions of Section 8, all the rights of a secured party under the Washington Uniform Commercial Code. In addition and without limitation, but subject to the provisions of Section 8, the Secured Party may exercise any one or more of the following rights and remedies:

6

    7.  Grantor's Right to Possession and to Collect Accounts.  Until an Event of Default has occurred and except as otherwise provided below with respect to accounts, Grantor may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not inconsistent with this Agreement or the other Loan Documents, provided that Grantor's right to possession and beneficial use shall not apply to any Collateral where possession of the Collateral by the Secured Party is required by law to perfect the Secured Party's security interest in such Collateral. Until an Event of Default has occurred and until otherwise notified by the Secured Party, Grantor may collect any of the Collateral consisting of accounts. At any time while an Event of Default exists, subject to the provisions of Section 8, the Secured Party may exercise its rights to collect the accounts and to notify account debtors to make payments directly to the Secured Party for application to the Obligations. If the Secured Party at any time has possession of any Collateral, whether before or after an Event of Default, the Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if the Secured Party takes such action for that purpose as Grantor shall request or as the Secured Party, in the Secured Party's sole discretion, shall deem appropriate under the circumstances, but failure to honor any request by Grantor shall not of itself be deemed to be a failure to exercise reasonable care. The Secured Party shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve or maintain any security interest given to secure the Obligations.

    8.  Cumulative Remedies.  All of the Secured Party's rights and remedies, whether evidenced by this Agreement or the other Loan Documents or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by the Secured Party to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect the Secured Party's right to declare a default and to exercise its remedies.

    9.  Retention.  Under no circumstances shall the Secured Party be deemed to have elected to retain possession of all or any part of the Collateral in satisfaction of the Obligations unless the Secured Party has given Grantor written notice of a proposal to do so pursuant to Revised Code of Washington 62A.9-505(2), regardless of the length of time the Collateral remains in the Secured Party's possession after an Event of Default. Under no circumstances shall the Secured Party have any liability as a result of a decline in the market value of the Collateral while the Secured Party holds it.

    10.  Revival of Security Interest.  To the extent Grantor makes a payment to the Secured Party or the Secured Party receives any payment of proceeds of Collateral, which is later invalidated, declared to be a fraudulent transfer or preference, set aside or required to be repaid under any bankruptcy law, other law or equitable principle, the Secured Party's interest in the Collateral shall be revived and continue as if the payment or proceeds had never been received by the Secured Party.

7

    11.  Miscellaneous.  

8

    IN WITNESS WHEREOF the parties have duly executed and delivered this Agreement as of the date first written above.

GRANTOR:   CUTTER & BUCK INC.
 
 		  
 		  
By		  
 		  
    Its  
 
THE SECURED PARTY:		  
 		  
WASHINGTON MUTUAL BANK doing business as WESTERN BANK, as agent for itself and others named in this Agreement
 
 		  
 		  
By		  
 		  
    Its  

9


EXHIBIT A
Description of Collateral

GRANTOR:   CUTTER & BUCK INC.
THE SECURED PARTY:   WASHINGTON MUTUAL BANK doing business as WESTERN BANK, as Administrative Agent

    As collateral security for all present and future obligations of Grantor to the Secured Party under the Third Amended and Restated Loan Agreement dated as of November 3, 2000 (the "Loan Agreement") by and among Grantor, WASHINGTON MUTUAL BANK doing business as WESTERN BANK ("Western Bank"), BANK OF AMERICA, N.A. ("BofA"), the several banks and other financial institutions from time to time parties to this Agreement (including Western Bank and BofA in their respective capacities as lenders, the "Lenders"), Western Bank, as issuer of letters of credit (the "Letter of Credit Issuer" and the "BV Letter of Credit Issuer") and as issuer of credit cards (the "Credit Card Issuer"), BofA, as a direct lender to Cutter & Buck, BV (the "BV Lender") and Western Bank, as administrative agent for the Lenders, the Letter of Credit Issuer, the Credit Card Issuer, the BV Letter of Credit Issuer and the BV Lender (in such capacity, the "Administrative Agent"), and under the other Loan Documents, Grantor hereby grants to the Administrative Agent acting on behalf of the Lenders, the Letter of Credit Issuer, the Credit Card Issuer, the BV Letter of Credit Issuer and the BV Lender (in such capacity, the "Secured Party") a security interest in all the following types of property of Grantor, wherever located, now owned or hereafter acquired:

    (a) All accounts, accounts receivable, contract rights, interests in leaseholds, general intangibles, trademarks and trade names, goodwill, rights in patents and copyrights, instruments, financial assets, chattel paper, documents, documents of title, tax refunds, deposits of any and every kind, claims, causes of action against any person or entity, and rights to payment (in cash or in kind) of any and every kind, including without limitation any and all purchase orders, instruments and other documents evidencing obligations for goods sold or leased and/or services rendered by Grantor.

    (b) All inventory of every nature and description and including without limitation all raw materials and supplies used or consumed in Grantor's business, work in process, finished goods, and all returns and refunds and the right to collect the same.

    (c) All leasehold improvements, machinery, equipment, furniture, fixtures, tools, attachments and vehicles, and all additions and accessions thereto, substitutions therefor and replacements thereof.

    (d) All money and other property of Grantor which is now or hereafter actually or constructively held or received by the Secured Party or in the possession of the Secured Party.

    (e) All bills of lading, other documents of title, policies or certificates of insurance, chattel paper and general intangibles accompanying or relating to any Commercial Letter of Credit (as such term is defined in the Loan Agreement) or any drafts drawn thereunder, and any and all inventory, goods and other property shipped under, in connection with, or relating to any such Commercial Letter of Credit or any drafts drawn thereunder.

    (f)  All investment property.

    (g) All proceeds, products (either in their unmanufactured state or after manufacture), rents and profits of any of the foregoing, including but not limited to insurance proceeds.

    (h) All books, records, customer lists, trade secrets, formulae and other recorded information, whether in the form of a writing, photograph, microfilm, microfiche, electronic medium, or otherwise, together with all the Grantor's right, title and interest in and to all computer software used to create, maintain or process any such records or data.

    To the extent terms used in this Exhibit are defined in the Uniform Commercial Code, they have the meanings assigned to them in the Uniform Commercial Code as the same may be amended or modified from time to time.


THIRD AMENDED AND RESTATED LOAN AGREEMENT

    THIS THIRD AMENDED AND RESTATED LOAN AGREEMENT (this "Agreement") dated as of November 3, 2000 is made by and among CUTTER & BUCK INC., a Washington corporation (the "Borrower"), WASHINGTON MUTUAL BANK doing business as WESTERN BANK ("Western Bank"), BANK OF AMERICA, N.A. ("BofA"), the several banks and other financial institutions from time to time parties to this Agreement (including Western Bank and BofA in their respective capacities as lenders, the "Lenders"), Western Bank, as issuer of letters of credit (the "Letter of Credit Issuer" and the "BV Letter of Credit Issuer") and as issuer of credit cards (the "Credit Card Issuer"), BofA as provider of a direct line of credit to Cutter & Buck, BV (the "BV Lender") and Western Bank, as administrative agent (the "Administrative Agent") in such capacity, for the Lenders, the Letter of Credit Issuer, the Credit Card Issuer, the BV Letter of Credit Issuer and the BV Lender (the "Creditor Parties"). This Agreement amends and restates in its entirety the Second Amended and Restated Loan Agreement dated as of July 28, 2000 (the "Prior Loan Agreement"), as well as the prior Amended and Restated Loan Agreement dated as of April 28, 1999 among the Borrower, Western Bank and BofA (then known as Bank of America National Trust and Savings Association doing business as Seafirst Bank) (the "Original Loan Agreement").


RECITALS

    The Borrower, Western Bank and BofA were parties to the Prior Loan Agreement and the Original Loan Agreement pursuant to which Western Bank and BofA agreed to provide certain credit facilities to the Borrower.

    The Borrower, Western Bank and BofA are making this Agreement for several purposes, including the following: to recognize that BofA is providing a direct line of credit to Cutter & Buck, BV ("BV") in the principal amount of $5,000,000; to reduce the Revolving Commitment and the Standby Letters of Credit sublimit by a proportionate amount; to establish a $3,000,000 sublimit to accommodate Western Bank's direct issuance of commercial letters of credit for the account of BV; to establish the Borrower's guarantee of BV's obligations to BofA and Western Bank under the foregoing facilities; to establish the terms of a risk participation by BofA in the BV letters of credit; and to amend certain financial covenants. The Borrower, Western Bank and BofA (in their various capacities) desire to amend and restate the Prior Loan Agreement to reflect the foregoing.

    Accordingly, the parties agree as follows:


ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

    Section 1.1  Certain Defined Terms.  As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

1

2

3

4

5

6

7

    Section 1.2  Computation of Time Periods.  In this Agreement, in the computation of periods of time from a specified date to a later specified date: (a) the word "from" means "from and including," (b) the words "to" and "until" each means "to but excluding"; and (c) the word "through" means "through and including."

    Section 1.3  Accounting Terms.  All accounting terms not specifically defined in this Agreement shall be construed, and all accounting procedures shall be performed, in accordance with GAAP applicable as of the date of this Agreement, consistently applied.


ARTICLE II
AMOUNTS AND TERMS OF THE BORROWINGS

    Section 2.1  The Facilities.  

8

and, provided, further, that availability under the Revolving Commitment will be reduced from time to time by the aggregate stated amount of BV Letters of Credit Outstanding, which amount is guaranteed by the Guarantor under the Guarantee.

    "Inventory days on hand" means (x) 365, divided by (y) the number obtained by dividing (1) the cost of goods sold of the Borrower as reflected on such financial statements by (2) inventory of the Borrower as reflected on such financial statements.

9

    Section 2.2  The Borrowings.  

10

11

12

13

14

15

    Section 2.3  Making the Borrowings.  

16

17

    Section 2.4  Interest Rates; Late Charges.  

18

    Section 2.5  Repayment.  

    Section 2.6  Fees.  

    Section 2.7  Prepayments.  

19

    Section 2.8  Payments and Computations.  

    Section 2.9  Increased Costs.  

20

    Section 2.10  Illegality.  Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for a Creditor Party to perform its obligations hereunder to make Fixed Rate Advances or to purchase risk participations in any Letter of Credit or Credit Card, to continue to fund or maintain such Advances hereunder, for the Letter of Credit Issuer to issue or maintain Letters of Credit or for the Credit Card Issuer to issue or maintain Credit Cards, such Creditor Parties may, by notice to the Borrower, suspend the right of the Borrower to elect such Fixed Rate Advances or to request Letters of Credit to be issued, as the case may be, and, if necessary in the reasonable opinion of such Creditor Parties to comply with such law or regulation, Borrower shall prepay all such Fixed Rate Advances at the latest time permitted by the applicable law or regulation. The Borrower shall not be obligated to pay any amount pursuant to Section 2.11 in respect of such prepayment.

    Section 2.11  Prepayment Indemnity; Fee.  If (i) due to payments made by the Borrower pursuant to Section 2.7 or due to acceleration of the maturity of the Notes pursuant to Section 6.2 or due to any other reason attributable to the Borrower (but not due to any prepayment pursuant to Section 2.10), a Lender receives payments of principal of a Fixed Rate Advance other than on the last day of an Interest Period relating to such Advance, or (ii) the Borrower fails to prepay any Fixed Rate Advance pursuant to a notice of prepayment given pursuant to Section 2.7, the Borrower shall, upon demand by a Lender, pay to the Administrative Agent on behalf of such Lender the following:

21

    Section 2.12  Evidence of Debt.  The Advances made by the Lenders to the Borrower, and the obligations of the Borrower to both reimburse the Letter of Credit Issuer for draws on Letters of Credit and reimburse the Credit Card Issuer for disbursements made under Credit Cards, shall be evidenced by a Note payable to the order of each Lender in a principal amount equal to such Lender's Commitment Percentage of the Revolving Commitment. Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower resulting from Advances and payments made from time to time hereunder. In any legal action or proceeding in respect of this Agreement or the Notes, the entries made in such account or accounts shall be presumptive evidence of the existence and amounts of the obligations of the Borrower therein recorded, if made reasonably and in good faith.

22

    Section 2.13  Collateral.  As security for the Obligations and for the performance by the Borrower of its other obligations hereunder and under all the other Loan Documents, the Borrower shall grant to the Administrative Agent, on behalf and for the benefit of each Lender, the Letter of Credit Issuer, the Credit Card Issuer, the BV Letter of Credit Issuer and the BV Lender an attached, fully perfected, first-priority security interest in the Collateral, subject to the terms of the Security Agreement.

    Section 2.14  Use of Proceeds.  Proceeds of the Revolving Facility Advances and disbursements made under Credit Cards shall be used for general corporate purposes of the Borrower, including, without limitation, for repayment of any other Advances and reimbursement of draws under Letters of Credit, and for payment of the Guaranteed Obligations. Proceeds of the Term Facility Advances may be used to finance the Borrower's equipment and leasehold improvements.


ARTICLE III
CONDITIONS OF BORROWING

    Section 3.1  Conditions Precedent to Effective Date.  The occurrence of the Effective Date is subject to the condition precedent that the Administrative Agent shall have received in form and substance satisfactory to the Administrative Agent and all duly executed by the parties thereto:

    Section 3.2  Conditions Precedent to Each Borrowing.  The obligation of the Lenders to make, continue or convert Revolving Facility Advances, or the obligation of the Term Lender to continue or convert Term Facility Advances, or the obligation of the Letter of Credit Issuer to issue Letters of Credit or the Credit Card Issuer to issue Credit Cards, shall be subject to the following further conditions precedent:

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES

    The Borrower represents and warrants as follows:

    Section 4.1  Organization.  The Borrower is a corporation which is duly organized, validly existing, and in good standing under the laws of the State of Washington. BV is a wholly owned subsidiary of the Borrower. The Borrower has the full power and authority to own its properties and to transact the businesses in which it is presently engaged or presently proposes to engage. The Borrower also is duly qualified as a foreign corporation and is in good standing in all states in which the failure to so qualify would have a material adverse effect on its businesses or financial condition.

    Section 4.2  Authorization.  The execution, delivery, and performance of this Agreement and all other Loan Documents by the Borrower, to the extent to be executed, delivered or performed by the Borrower, have been duly authorized by all necessary action by the Borrower; do not require the consent or approval of any other person, regulatory authority or governmental body; and do not conflict with, result in a violation of, or constitute a default under (a) any provision of its articles of incorporation or bylaws, or any agreement or other instrument binding upon the Borrower or (b) any law, governmental regulation, court decree, or order applicable to the Borrower.

    Section 4.3  Financial Information.  Each financial statement of the Borrower supplied to the Administrative Agent truly and completely disclosed the Borrower's financial condition as of the date of the statement, and there has been no material adverse change in the Borrower's financial condition subsequent to the date of the most recent financial statement supplied to the Administrative Agent. The Borrower has no material contingent obligations except as disclosed in such financial statements.

24

    Section 4.4  Legal Effect.  This Agreement constitutes, and any instrument or agreement required hereunder to be given by the Borrower when delivered will constitute, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

    Section 4.5  Properties.  Except for Permitted Liens, capital leases and real property leases, the Borrower owns and has good title to all of the Borrower's properties free and clear of all Liens, and has not executed any security documents or financing statements relating to such properties. All of the Borrower's properties are titled in the Borrower's legal name, and the Borrower has not used, or filed a financing statement under, any other name for at least the last five (5) years.

    Section 4.6  Hazardous Substances.  The Borrower's use of its properties comply in all material respects with all applicable laws and regulations relating to the environment, including without limitation, all laws and regulations relating to pollution and environmental control.

    Section 4.7  Litigation and Claims.  No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against the Borrower is pending or threatened, and no other event has occurred which may materially adversely affect the Borrower's financial condition or properties, except for (a) litigation, claims, or other events, if any, that have been disclosed to and acknowledged by each of the Lenders in writing and (b) threatened or pending claims which, if adversely determined against the Borrower, would not either individually or in the aggregate exceed $150,000.

    Section 4.8  Taxes.  To the best of the Borrower's knowledge, all tax returns and reports of the Borrower that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by the Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.

    Section 4.9  Lien Priority.  Unless otherwise previously disclosed to each of the Lenders in writing and except for Permitted Liens, the Borrower has not entered into or granted any Lien, or permitted the filing or attachment of any Lien on or affecting any of the Collateral that would be prior or that may in any way be superior to the Administrative Agent's Lien and rights, on behalf of the Creditor Parties, in and to such Collateral.

    Section 4.10  Binding Effect.  This Agreement and all of the other Loan Documents are binding upon the Borrower as well as upon the Borrower's successors, representatives and assigns, and are legally enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

    Section 4.11  Commercial Purposes.  The Borrower intends to use the proceeds of all Advances solely for business or commercial related purposes, and intends to use the proceeds of the Term Facility Advances for purposes of financing equipment and leasehold improvements.

    Section 4.12  Employee Benefit Plans.  Each employee benefit plan as to which the Borrower may have any liability complies in all material respects with all applicable requirements of law and regulations, and (a) no Reportable Event or Prohibited Transaction (as defined in ERISA) has occurred with respect to any such plan, (b) the Borrower has not withdrawn from any such plan or initiated steps to do so, (c) no steps have been taken to terminate any such plan, and (d) there are no unfunded liabilities other than those previously disclosed to the Lenders in writing.

    Section 4.13  Location of The Borrower's Offices and Records.  The Borrower's place of business, or the Borrower's chief executive office, if the Borrower has more than one place of business, is located

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at 2701 First Avenue, Suite 500, Seattle, Washington 98121. Unless the Borrower has designated otherwise in writing, this location is also the office or offices where the Borrower keeps its records concerning the Collateral.

    Section 4.14  Information.  All information furnished by the Borrower to either the Administrative Agent or the Lenders for the purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all information hereafter furnished by or on behalf of the Borrower to either the Administrative Agent or the Lenders will be, true and accurate in every material respect on the date as of which such information is dated or certified; and none of such information is or will be incomplete by omitting to state any material fact necessary to make such information not misleading.

    Section 4.15  Survival of Representations and Warranties.  The Borrower understands and agrees that the Lenders, without independent investigation, are relying upon the above representations and warranties in extending the Facilities to the Borrower. The Borrower further agrees that the foregoing representations and warranties shall be continuing in nature and shall remain in full force and effect until such time as the Borrower's Indebtedness under this Agreement shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.


ARTICLE V
COVENANTS OF THE BORROWER

    Section 5.1  Affirmative Covenants.  So long as any Obligations remain Outstanding, the Borrower covenants and agrees that it will:

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    Section 5.2  Negative Covenants.  So long as any Obligations remain Outstanding, the Borrower covenants and agrees that it will not:

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    Section 5.3  Financial Covenants.  So long as any Obligations remain Outstanding, the Borrower covenants and agrees that unless it receives the prior written consent of the Required Lenders, it will:

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ARTICLE VI
EVENTS OF DEFAULT

    Section 6.1  Events of Default.  The following events shall constitute events of default hereunder ("Events of Default"):

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    Provided, however, that none of the foregoing events (other than those referred to in paragraph (a)) shall constitute an Event of Default hereunder if (i) it is curable and if the Borrower has not been given a notice of a similar default within the preceding twelve (12) months and (ii) the Borrower, after receiving written notice from the Administrative Agent demanding cure of such default, (A) cures the default within fifteen (15) days or (B) if the cure requires more than fifteen (15) days, immediately initiates steps which the Required Lenders deem in their sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

    Section 6.2  Remedies.  If an Event of Default shall have occurred and be continuing, the Administrative Agent may, by notice to the Borrower, (a) declare the obligation of the Lenders to make Advances, the obligation of the Letter of Credit Issuer to issue Letters of Credit and accept Drafts and the obligation of the Credit Card Issuer to issue a Credit Card to be terminated, whereupon the same shall forthwith terminate, and (b) declare (i) the Notes and all interest thereon, (ii) an amount equal to the stated amount of each Outstanding Letter of Credit (notwithstanding that the obligation of the Borrower to reimburse any draws under any such Letter of Credit may be contingent or not matured), (iii) an amount equal to the aggregate amount of disbursements made under any issued Credit Cards, and (iv) all other Obligations (whether or not contingent or unmatured) to be immediately due and payable, whereupon the Notes, all such interest, all such amounts payable with respect to Outstanding Letters of Credit and issued Credit Cards and all such other Obligations shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that if an Event of Default under Section 6.01(f) shall occur, (A) the obligation of the Lenders to make Advances, the obligation of the Letter of Credit Issuer to issue Letters of Credit and accept Drafts and the obligation of the Credit Card Issuer to issue Credit Cards shall automatically be terminated and (B) the Notes, all interest thereon, an amount equal to the stated amount of each Outstanding Letter of Credit (notwithstanding that the obligation of the Borrower to reimburse any draws under any such Letter of Credit may be contingent or not matured), an amount equal to the aggregate amount of disbursements made under any issued Credit Cards and all other Obligations (whether or not contingent or unmatured) shall automatically become and be immediately due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

    Section 6.3  Adjustments; Right of Set-Off.  

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    Section 6.4  Cumulative Remedies.  If an Event of Default shall occur and be continuing, the Administrative Agent on behalf of the Creditor Parties may proceed to enforce the Loan Documents by exercising such remedies as are available thereunder or in respect thereof under applicable law, whether for specific performance of any covenant or other agreement contained in the Loan Documents or in aid of the exercise of any power granted in the Loan Documents. No remedy conferred in this Agreement or the other Loan Documents is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or therein or now or hereafter existing at law, in equity, by statute or otherwise.

    Section 6.5  Application of Payments.  After the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Creditor Parties shall apply all funds received in respect of amounts owing under this Agreement and the other Loan Documents in such order as the Required Lenders may determine in their sole discretion notwithstanding any instruction from the Borrower.


ARTICLE VII
THE ADMINISTRATIVE AGENT

    Section 7.1  Appointment.  Each Creditor Party hereby irrevocably designates and appoints the Administrative Agent as the agent of such Creditor Party under this Agreement and the other Loan Documents, and each such Creditor Party irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Creditor Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

    Section 7.2  Delegation of Duties.  The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

    Section 7.3  Exculpatory Provisions.  Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable to any of the Creditor Parties for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Person's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Creditor Parties for any recitals, statements, representations or warranties made by the Borrower or any representative thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in

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connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Creditor Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower.

    Section 7.4  Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in taking any action or in failing or refusing to take any action under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Creditor Parties and all future holders of the obligations owing by the Borrower hereunder.

    Section 7.5  Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Creditor Party or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default". In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Creditor Parties. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Creditor Parties; provided that unless and until the Administrative Agent shall have received such directions, and the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Creditor Parties.

    Section 7.6  Non-Reliance on Administrative Agent and Other Creditor Parties.  Each Creditor Party expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Creditor Party. Each Creditor Party represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Creditor Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and made its own decision to make Advances hereunder and enter into this Agreement. Each Creditor Party also represents that it will, independently and without reliance upon the Administrative Agent or any other Creditor Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Creditor Parties by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Creditor Party with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower which may come into the

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possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

    Section 7.7  Indemnification.  The Creditor Parties agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Commitment Percentages in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the aggregate Advances Outstanding shall have been reduced to zero, ratably in accordance with their Commitment Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the amounts owing hereunder) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Creditor Party shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Administrative Agent's gross negligence or willful misconduct. The agreements in this Article VII shall survive the payment of the Loans and all other amounts payable hereunder.

    Section 7.8  Administrative Agent in Its Individual Capacity.  The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower as though the Administrative Agent were not the Administrative Agent hereunder and under the other Loan Documents. With respect to the Advances made by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Creditor Party and may exercise the same as though it were not the Administrative Agent, and the term "Creditor Party" shall include the Administrative Agent in its individual capacity.

    Section 7.9  Successor Administrative Agent.  The Administrative Agent may resign as Administrative Agent upon 30 days' notice to the Creditor Parties. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Creditor Parties a successor agent for the Creditor Parties, which successor agent shall be approved by the Borrower, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.


ARTICLE VIII
GUARANTEE

    Section 8.1  Guarantee.  In order to induce the BV Lender and the BV Letter of Credit Issuer to execute, deliver and extend credit pursuant to the BV Facilities, and in consideration thereof, the Guarantor unconditionally and irrevocably guarantees to each of the BV Creditors the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations. The Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel, including allocated

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costs of internal counsel) which may be paid or incurred by the BV Creditors in enforcing, or obtaining advice of counsel in respect of, any rights under this Article VIII. Without limiting the generality of the foregoing, the Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by BV but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving BV. The Guarantee made in this Article VIII shall remain in full force and effect until all the Guaranteed Obligations have been paid in full and any BV Letter of Credit has been surrendered to the BV Creditors for cancellation.

    Section 8.2  No Subrogation.  Notwithstanding any payment or payments made by the Guarantor, or any set-off or application of funds of the Guarantor by the BV Creditors, the Guarantor shall not be entitled to be subrogated to any of the rights of the BV Creditors against BV or against any collateral security or guarantee or right of offset held by the BV Creditors for the payment of the Guaranteed Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from BV in respect of payments made by the Guarantor hereunder, until the Guaranteed Obligations are paid in full and any related letters of credit have been surrendered to the BV Creditors for cancellation. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when the Guaranteed Obligations have not been paid in full, such amount shall be held by the Guarantor in trust for the BV Creditors, segregated from other funds of the Guarantor and shall, immediately upon receipt by the Guarantor, be turned over to the BV Creditors in the exact form received by the Guarantor (duly endorsed by the Guarantor to the BV Lender or BV Letter of Credit Issuer, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the BV Creditors may determine.

    Section 8.3  Amendments, Etc.  The Guarantor shall remain obligated on this Guarantee notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, (a) any demand for payment of any of the Guaranteed Obligations made by or on behalf of the BV Creditors may be rescinded and any of the Guaranteed Obligations continued, (b) the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the BV Creditors, (c) this Agreement, any other Loan Documents, the BV Letter of Credit Agreement, the BV Line Agreements, and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the BV Creditors may deem advisable from time to time, or (d) any collateral security, guarantee or right of offset at any time held by the BV Creditors for the payment of the Guaranteed Obligations or the obligations of BV under the BV Letter of Credit Agreement or the BV Line Agreements may be sold, exchanged, waived, surrendered or released. The BV Creditors shall have no obligation to protect, secure, perfect or insure any Lien at any time held as security for the Guaranteed Obligations or the obligations of BV under the BV Letter of Credit Agreement or the BV Line Agreements or any property subject thereto. When making any demand against the Guarantor, the BV Creditors may, but shall be under no obligation to, make a similar

35

demand on BV, and any failure by the BV Creditors to make such demand or to collect payments from BV or any release of BV shall not relieve the Guarantor of any liability under this Article VIII, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the BV Creditors against the Guarantor. For the purposes of this Article VIII, "demand" shall include the commencement and continuance of any legal proceedings.

    Section 8.4  Guarantee Absolute and Unconditional.  The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the BV Creditors upon this Guarantee or acceptance of this Guarantee. The Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee. All dealings between BV or the Guarantor, on the one hand, and the BV Creditors, on the other, shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives (to the extent permitted by law) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon BV or the Guarantor with respect to the Guaranteed Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this Agreement, any other Loan Documents, the BV Letter of Credit Agreement, the BV Line Agreements, or any other documents executed in connection with the BV Facilities, any of the Guaranteed Obligations or any collateral security therefor or for the BV Facilities or guarantee or right of offset with respect thereto at any time or from time to time held by the BV Creditors, (b) any defense (including, without limitation, any statute of limitations), set-off or counterclaim which may at any time be available to or be asserted by BV against the BV Creditors or (c) any other circumstance whatsoever (with or without notice to or knowledge of BV or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of BV for the Guaranteed Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies against the Guarantor, the BV Creditors may, but shall be under no obligation to, pursue such rights and remedies as either may have against BV or any other Person or against any collateral security or guarantee for the Guaranteed Obligations, the BV Letter of Credit Agreement, the BV Line Agreements, or any right of offset with respect thereto, and any failure by the BV Creditors to pursue such other rights or remedies or to collect any payments from BV or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of BV or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the BV Creditors against the Guarantor.

    Section 8.5  Reinstatement.  This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by the BV Creditors upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of BV or the Guarantor or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, BV or the Guarantor or any substantial part of its or their property, or otherwise, all as though such payments had not been made.

    Section 8.6  Payments.  The Guarantor agrees that the amounts payable by Guarantor pursuant to this Agreement will be paid to the BV Creditors without set-off or counterclaim.

    Section 8.7  Demand on Guarantor.  In the event any Guaranteed Obligation owing to Western Bank or BofA is not paid or reimbursed when due, such Creditor Party shall promptly notify the Administrative Agent of such default and request the Administrative Agent to make demand under this Guarantee for payment of such Guaranteed Obligation by the Guarantor. The Administrative Agent shall, upon receipt of such notice and request, make demand on the Guarantor under this Guarantee for the amount of Guaranteed Obligations due and payable.

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ARTICLE IX
MISCELLANEOUS

    Section 9.1  Amendments.  An amendment, modification or waiver of any provision of this Agreement or the other Loan Documents, or a consent to any departure by the Borrower therefrom, including, without limitation, any amendment, modification or waiver reducing the amount of principal of an Outstanding Advance, extending the Termination Date or reducing the stated amount of any interest, fee or other amount payable to any Creditor Party under this Agreement, or any amendment, modification or waiver of any provision of this Section 9.1, or any amendment reducing the percentage specified in the definition of "Required Lenders", or any consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, shall be effective against the Creditor Parties if, but only if, it shall be in writing and approved and signed by the Required Lenders, and then such a waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that: (a) any amendment, modification or waiver of any provision of Article VII must be approved by written consent of the Administrative Agent and the Required Lenders; (b) any amendment, modification or waiver of any provision of Section 2.2(b) must be approved by written consent of the Letter of Credit Issuer and the Required Lenders; and (c) any amendment, modification or waiver of any provision of Section 2.2(c) must be approved by written consent of the Credit Card Issuer and the Required Lenders.

    Section 9.2  Notices.  

    Except as otherwise specifically provided in this Agreement, all notices and other communications provided for hereunder shall be in writing (including telecopier) and mailed, telecopied or otherwise transmitted or delivered, if to the Borrower, at:

if to a Lender, the Administrative Agent, the Letter of Credit Issuer, the Credit Card Issuer, or any other Creditor Party, at the address as set forth under its name on the signature page of this Agreement; or, as to any party, at such other address as shall be designated by such party in a written notice to the other party or parties. All such notices and communications shall, (i) if mailed, be effective three (3) Business Days following deposit in the United States mail, postage prepaid; (ii) if delivered by air courier, be effective the first Business Day following transmittal to the air courier and (iii) if telecopied, be effective when telecopied and electronic confirmation of transmission is received, except that notices and communications to the Administrative Agent, the Letter of Credit Issuer or the Credit Card Issuer pursuant to Article II shall not be effective until received by the Administrative Agent, the Letter of Credit Issuer or the Credit Card Issuer, as the case may be. A notice received by the Administrative Agent, the Letter of Credit Issuer or the Credit Card Issuer by telephone pursuant to a provision of this Agreement providing for telephone notice shall be effective if such party believes in good faith that it was given by an Authorized Officer of the Borrower and acts pursuant thereto, notwithstanding the absence of written confirmation.

    Section 9.3  No Waiver; Remedies.  No failure on the part of the Administrative Agent to exercise, and no delay in exercising, on behalf of the Creditor Parties, any right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder or under any other Loan Document preclude any other or further exercise thereof or the

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exercise of any other right. The remedies provided herein and in the other Loan Documents are cumulative and not exclusive of any remedies provided by law.

    Section 9.4  Costs and Expenses; Indemnification.  

    Section 9.5  Binding Effect; Successors and Assigns; Participations and Assignments.  

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    Section 9.6  Execution in Counterparts.  This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

    Section 9.7  Governing Law.  All of the Loan Documents shall be governed by and construed in accordance with the laws of the state of Washington, without regard to the choice of law provisions or principles of Washington law, except to the extent that the Uniform Commercial Code as enacted in the state of Washington provides that the validity or perfection of any security interests in, or remedies in respect of, any particular Collateral are governed by the laws of a jurisdiction other than the state of Washington (the "Governing Laws"). Except as otherwise provided in this Agreement or any of the other Loan Documents and unless inconsistent with any provision of the Governing Laws that cannot be waived, the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce ("UCP") as in effect from time to time are fully incorporated herein and shall apply to all Letters of Credit issued hereunder.

    Section 9.8  Mediation/Arbitration Provisions.  

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    Section 9.9  Severability.  Any provision of the Loan Documents that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability in such jurisdiction without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. To the extent permitted by applicable law, the parties waive any provision of law which renders any provision of any other Loan Documents prohibited or unenforceable in any respect.

    Section 9.10  Entire Agreement.  This Agreement and the other Loan Documents constitute the final and complete expression of the parties with respect to the transactions contemplated by this Agreement and replace and supersede all prior discussions, negotiations and understandings with respect thereto. Neither this Agreement nor any term hereof nor of the other Loan Documents may be changed, waived, discharged or terminated except as provided herein.

    Section 9.11  Descriptive Headings.  The descriptive headings of the various provisions of this Agreement are for convenience of reference only, do not constitute a part hereof, and shall not affect the meaning or construction of any provision hereof.

    Section 9.12  Gender and Number.  Whenever appropriate to the meaning of this Agreement or the other Loan Documents, use of the singular shall be deemed to refer to the plural, the use of the plural to the singular, and pronouns of certain gender to either or both the other genders.

    Section 9.13  Confirmation of Security Documents.  The Borrower acknowledges and agrees that each of the Security Documents continues, and will continue, in full force and effect to secure all of the obligations of the Borrower under this Agreement and any other Loan Documents, including any and all obligations arising from any increase in the Revolving Commitment as of the effective date of the Prior Loan Agreement and pursuant to Section 2.1(c).

    [SIGNATURE PAGES FOLLOW]

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    The parties have duly executed and delivered this Agreement as of the date first written above.

BORROWER AND GUARANTOR:   CUTTER & BUCK INC.
 
 		  
 		  
By:		  
 		  
 		  
 		  
 
       
        Its:    
           
 
ADMINISTRATIVE AGENT, LETTER OF CREDIT ISSUER, CREDIT CARD ISSUER AND BV LETTER OF CREDIT ISSUER:		  
 		  
WASHINGTON MUTUAL BANK doing business as WESTERN BANK
 
 		  
 		  
By:		  
 		  
 		  
 		  
 
       
        Its:    
           
 
 		  
 		  
Address for Notices:
 
 		  
 		  
1201 Third Avenue, Suite 1000
Seattle, Washington 98101
Attention: Todd Leber
Telecopy: (206) 554-2696
 
OTHER CREDITOR PARTIES:		  
 		  
WASHINGTON MUTUAL BANK doing business as WESTERN BANK
 
 		  
 		  
By:		  
 		  
 		  
 		  
 
       
        Its:    
           
 
 		  
 		  
BANK OF AMERICA, N.A.
 
 		  
 		  
By:		  
 		  
 		  
 		  
 
       
        Its:    
           
 
TERM LENDER:		  
 		  
WASHINGTON MUTUAL BANK doing business as WESTERN BANK
 
 		  
 		  
By:		  
 		  
 		  
 		  
 
       
        Its:    
           

43


EXHIBIT A-1
THIRD AMENDED AND RESTATED REVOLVING CREDIT FACILITY NOTE

     Seattle, Washington
            , 2000

    For value received, CUTTER & BUCK INC. (the "Borrower") promises to pay to the order of [NAME OF LENDER] (the "Lender") the unpaid principal amount of all Borrowings made by the Lender to the Borrower under the Revolving Facility pursuant to that certain Third Amended and Restated Loan Agreement dated as of November 3, 2000 (as the same may be amended and modified from time to time, the "Loan Agreement") by and among the Borrower, the Lender, the several lenders also party thereto (the "Lenders"), WASHINGTON MUTUAL BANK doing business as WESTERN BANK, as letter of credit issuer and as credit card issuer, WASHINGTON MUTUAL BANK doing business as WESTERN BANK and BANK OF AMERICA, N.A., as creditors of Cutter & Buck, BV, and WASHINGTON MUTUAL BANK doing business as WESTERN BANK, as administrative agent to the foregoing parties (in such capacity, the "Administrative Agent"), on the dates and in the amounts provided in the Loan Agreement. The Borrower promises to pay interest on the unpaid principal amount of all Borrowings under the Revolving Facility on the dates and at the rate or rates provided for in the Loan Agreement. Interest on any overdue principal of and, to the extent permitted by law, overdue interest on the principal amount hereof shall bear interest at the Default Rate, as provided for in the Loan Agreement. All such payments of principal of and interest on any Borrowing shall be made as provided in the Loan Agreement.

    All Borrowings and the Interest Periods and the interest rates from time to time applicable thereto, and all payments of the principal thereof shall be recorded by the Lender in accordance with its usual practices; provided, that the failure of the Lender to make any such recordation shall not affect the obligations of the Borrower hereunder or under the Loan Agreement.

    The Borrower hereby waives diligence, presentment, demand, protest and, except for notices required to be given pursuant to the Loan Agreement, notice of any kind whatsoever. The non-exercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

    This Note amends and restates in its entirety and, as so amended and restated, continues the Second Amended and Restated Revolving Credit Facility Note dated July 28, 2000, and the Amended and Restated Revolving Credit Facility Note dated April 28, 1999, each made by the Borrower to the order of the Lender. This Note is one of the Notes referred to in the Loan Agreement. Capitalized terms used in this Note without definition have the meanings assigned to them in the Loan Agreement. Reference is made to the Loan Agreement for provisions for the optional prepayment and the repayment hereof and the acceleration of the maturity hereof. This Note is governed by the laws of the State of Washington.

    The Loan Agreement, among other things, amends and restates in its entirety and, as so amended and restated, continues the Second Amended and Restated Loan Agreement dated as of July 28, 2000 (the "Prior Loan Agreement"), as well as the Amended and Restated Loan Agreement dated as of April 28, 1999, between the Borrower, the Administrative Agent, WASHINGTON MUTUAL BANK doing business as WESTERN BANK and BANK OF AMERICA, N.A. (formerly known as Bank of America National Trust and Savings Association doing business as Seafirst) (the "Original Loan Agreement"). The indebtedness of the Borrower evidenced by this Note includes the indebtedness of the Borrower resulting from Borrowings made by the Lender to the Borrower from time to time pursuant to the Loan Agreement and the indebtedness of the Borrower resulting from loans previously

A-1- 1

made by the Lender to the Borrower under the Prior Loan Agreement or the Original Loan Agreement.

    ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

    CUTTER & BUCK INC.
 
 		  
 		  
By		  
 		  
 		  
 		  
 
       
        Its  

A-1- 2


EXHIBIT A-2
AMENDED AND RESTATED TERM CREDIT FACILITY NOTE

Seattle, Washington
            , 1999

    For value received, CUTTER & BUCK INC. (the "Borrower") promises to pay to the order of WASHINGTON MUTUAL BANK doing business as WESTERN BANK (the "Term Lender") the unpaid principal amount of all Borrowings made by the Term Lender to the Borrower under the Term Facility pursuant to that certain Amended and Restated Loan Agreement dated as of April 28, 1999 (as the same may be amended and modified from time to time, the "Loan Agreement") by and among the Borrower, the Lender, the several lenders also party thereto (the "Lenders"), WASHINGTON MUTUAL BANK doing business as WESTERN BANK, as letter of credit issuer and as credit card issuer, and WASHINGTON MUTUAL BANK doing business as WESTERN BANK, as administrative agent to the Lenders (in such capacity, the "Administrative Agent"), on the dates and in the amounts provided in the Loan Agreement. The Borrower promises to pay interest on the unpaid principal amount of all Borrowings under the Term Facility on the dates and at the rate or rates provided for in the Loan Agreement. Interest on any overdue principal of and, to the extent permitted by law, overdue interest on the principal amount hereof shall bear interest at the Default Rate, as provided for in the Loan Agreement. All such payments of principal of and interest on any Borrowing shall be made as provided in the Loan Agreement.

    All Borrowings and the Interest Periods and the interest rates from time to time applicable thereto, and all payments of the principal thereof shall be recorded by the Term Lender in accordance with its usual practices; provided, that the failure of the Term Lender to make any such recordation shall not affect the obligations of the Borrower hereunder or under the Loan Agreement.

    The Borrower hereby waives diligence, presentment, demand, protest and, except for notices required to be given pursuant to the Loan Agreement, notice of any kind whatsoever. The nonexercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

    This Note amends and restates in its entirety and, as so amended and restated, continues the Facility B Promissory Note dated July 31, 1998 made by the Borrower to the order of WASHINGTON MUTUAL BANK doing business as WESTERN BANK. This Note is one of the Notes referred to in the Loan Agreement. Capitalized terms used in this Note without definition have the meanings assigned to them in the Loan Agreement. Reference is made to the Loan Agreement for provisions for the optional prepayment and the repayment hereof and the acceleration of the maturity hereof. This Note is governed by the laws of the State of Washington.

    The Loan Agreement, among other things, amends and restates in their entirety and, as so amended and restated, continues (a) the Loan Agreement dated as of July 31, 1998 between the Borrower and WASHINGTON MUTUAL BANK doing business as WESTERN BANK and (b) the Promissory Note dated July 31, 1998 made by the Borrower to the order of WASHINGTON MUTUAL BANK doing business as WESTERN BANK (the "Original Loan Agreements"). The indebtedness of the Borrower evidenced by this Note includes the indebtedness of the Borrower resulting from Borrowings made by the Lender to the Borrower from time to time pursuant to the Loan Agreement and the indebtedness of the Borrower resulting from loans previously made by WASHINGTON MUTUAL BANK doing business as WESTERN BANK to the Borrower under the Original Loan Agreements.

A-2- 1

    ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

    CUTTER & BUCK INC.
 
 		  
 		  
By		  
 		  
 		  
 		  
 
       
        Its  

A-2- 2


EXHIBIT B
NOTICE OF BORROWING

Washington Mutual Bank doing business as
    Western Bank, as Administrative Agent
1201 Third Avenue, Suite 1000
Seattle, Washington 98101

Attention:   , 20      

    The undersigned CUTTER & BUCK INC. (the Borrower") refers to the Third Amended and Restated Loan Agreement dated as of November 3, 2000 (the "Loan Agreement") (capitalized terms used herein and not otherwise defined have the meanings given to them in the Loan Agreement), by and among the Borrower, WASHINGTON MUTUAL BANK doing business as WESTERN BANK, BANK OF AMERICA, N.A., and the several banks and other financial institutions from time to time parties thereto (including Western Bank and BofA in their respective capacities as lenders, the "Lenders"), WASHINGTON MUTUAL BANK doing business as WESTERN BANK, as letter of credit issuer and credit card issuer, and WASHINGTON MUTUAL BANK doing business as WESTERN BANK, as administrative agent for the Creditor Parties The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.3(a) or (b) of the Loan Agreement, as the case may be, that the undersigned hereby requests an Advance, the issuance of a Letter of Credit, the issuance of an Acceptance or the issuance of a Credit Card, or the continuation or conversion of an Advance Outstanding under the Loan Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") or conversion or continuation as required by Section 2.3(a) or (b) of the Loan Agreement, as the case may be:

    ADVANCES. If the Proposed Borrowing consists of an Advance:

    1.  The Business Day of the Proposed Borrowing is            20  .

    2.  The Proposed Borrowing is a [Revolving Facility Advance] [Term Facility Advance].*

    3.  The Type of Advance comprising the Proposed Borrowing is a [Floating Rate Advance] [LIBOR Rate Advance][Term Rate Advance].

    4.  The amount of the Proposed Borrowing is $            .

    5.  The Interest Period for the Proposed Borrowing is            .

    LETTER OF CREDIT. If the Proposed Borrowing consists of the issuance of a Letter of Credit:

    1.  The Business Day on which the Letter of Credit is to be issued is            , 20  .

    2.  The Letter of Credit is a [Commercial Letter of Credit] [Standby Letter of Credit].

    3.  The stated amount and expiration date of the Letter of Credit are $            , and 19  .

    4.  The name and address of the beneficiary of the Letter of Credit are:

    5.  Other terms of the Letter of Credit will be as set forth in the Application relating thereto.

    ACCEPTANCE. If the Proposed Borrowing consists of the issuance of an Acceptance:

    1.  The Business Day on which the related Draft is to be accepted is            , 20  .

    2.  The amount of the Draft is $            .

* Only available for Term Facility Advances.

B - 1

    CONVERSION/CONTINUATION. If the Borrower elects to continue or convert an Advance:

    1.  The Business Day of the proposed conversion/continuation is            , 20  .

    2.  The Advance being converted or continued is a [Revolving Facility Advance] [Term Facility Advance].

    3.  The Advance being converted or continued currently is a [Floating Rate Advance] [LIBOR Rate Advance] [Term Rate Advance].*

    4.  The Advance will be converted to or continued as a [Floating Rate Advance] [Fixed Rate Advance].

    5.  The amount of the Advance being converted or continued is $            .

    6.  The Interest Period for the continued or converted Advance is            .

    CERTIFICATIONS. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing or on the date of the proposed conversion or continuation, as the case may be, before and immediately after giving effect thereto:

    Very truly yours,
 
 		  
 		  
 CUTTER & BUCK INC.
 
 		  
 		  
By:		  
 		  
 		  
 		  
 
       
        Its:    
           

* Only available for Term Facility Advances.

B - 2


EXHIBIT C
FORM OF ASSIGNMENT AND ACCEPTANCE

    Reference is made to the Third Amended and Restated Loan Agreement dated as of November 3, 2000, which amends and restates in its entirety the Second Amended and Restated Loan Agreement dated as of July 28, 2000, as well as the Amended and Restated Loan Agreement dated as of April 28, 1999 (as the same may be further amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), by and among Cutter & Buck Inc. (the "Borrower"), WASHINGTON MUTUAL BANK doing business as WESTERN BANK, BANK OF AMERICA, N.A., and the several banks and other financial institutions from time to time parties thereto (including Western Bank and BofA in their respective capacities as lenders, the "Lenders"), WASHINGTON MUTUAL BANK doing business as WESTERN BANK, as letter of credit issuer and credit card issuer, and WASHINGTON MUTUAL BANK doing business as WESTERN BANK, as administrative agent (the "Administrative Agent") in such capacity, for the Creditor Parties. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

                (the "Assignor") and            (the "Assignee") agree as follows:

C - 1

    IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

C - 2


SCHEDULE I
TO ASSIGNMENT AND ACCEPTANCE
RELATING TO THE THIRD AMENDED AND RESTATED LOAN AGREEMENT,
DATED AS OF NOVEMBER 3, 2000
AMONG
CUTTER  & BUCK INC.,
THE CREDITOR PARTIES NAMED THEREIN
AND
WASHINGTON MUTUAL BANK DOING BUSINESS AS WESTERN BANK,
AS AGENT FOR THE CREDITOR PARTIES
(IN SUCH CAPACITY, THE "ADMINISTRATIVE AGENT")

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

Credit Facility Assigned
   Principal Amount Assigned
   Commitment Percentage Assigned(1)
    $             .          %
[NAME OF ASSIGNEE]   [NAME OF ASSIGNOR]
 
By		  
 		  
 		  
 		  
By		  
 		  
 
   
     
Name:   Name:
Title:   Title:
 
Accepted for Recordation in the Register:		  
 		  
Consented To:(2)
 
Washington Mutual Bank doing business as Western Bank, as Administrative Agent		  
 		  
Cutter & Buck Inc.
 
By		  
 		  
 		  
 		  
By		  
 		  
 
   
     
Name:   Name:
Title:   Title:
 
 		  
 		  
 		  
 		  
Washington Mutual Bank doing business as Western Bank, as Administrative Agent, Letter of Credit Issuer and Credit Card Issuer
 
 		  
 		  
 		  
 		  
By		  
 		  
 
           
        Name:
        Title:
(1)
Calculate the Commitment Percentage that is assigned to at least 15 decimal places and show as a percentage of the aggregate commitments of all Lenders.

(2)
If required.

Schedule I - 1

EXHIBIT D


COMMITMENTS

Lender
   Commitment
Washington Mutual Bank
doing business as Western Bank		   $30,000,000.00
 
Bank of America, N.A.		  
 		  
$20,000,000.00

D - 1


THIRD AMENDED AND RESTATED REVOLVING CREDIT FACILITY NOTE
(Bank of America, N.A.)

     Seattle, Washington
November 3, 2000

    For value received, CUTTER & BUCK INC. (the "Borrower") promises to pay to the order of BANK OF AMERICA, N.A. (the "Lender") the unpaid principal amount of all Borrowings made by the Lender to the Borrower under the Revolving Facility pursuant to that certain Third Amended and Restated Loan Agreement dated as of November 3, 2000 (as the same may be amended and modified from time to time, the "Loan Agreement") by and among the Borrower, the Lender, the several lenders also party thereto (the "Lenders"), WASHINGTON MUTUAL BANK doing business as WESTERN BANK, as letter of credit issuer and as credit card issuer, WASHINGTON MUTUAL BANK doing business as WESTERN BANK and BANK OF AMERICA, N.A., as creditors of Cutter & Buck, BV, and WASHINGTON MUTUAL BANK doing business as WESTERN BANK, as administrative agent to the foregoing parties (in such capacity, the "Administrative Agent"), on the dates and in the amounts provided in the Loan Agreement. The Borrower promises to pay interest on the unpaid principal amount of all Borrowings under the Revolving Facility on the dates and at the rate or rates provided for in the Loan Agreement. Interest on any overdue principal of and, to the extent permitted by law, overdue interest on the principal amount hereof shall bear interest at the Default Rate, as provided for in the Loan Agreement. All such payments of principal of and interest on any Borrowing shall be made as provided in the Loan Agreement.

    All Borrowings and the Interest Periods and the interest rates from time to time applicable thereto, and all payments of the principal thereof shall be recorded by the Lender in accordance with its usual practices; provided, that the failure of the Lender to make any such recordation shall not affect the obligations of the Borrower hereunder or under the Loan Agreement.

    The Borrower hereby waives diligence, presentment, demand, protest and, except for notices required to be given pursuant to the Loan Agreement, notice of any kind whatsoever. The non-exercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

    This Note amends and restates in its entirety and, as so amended and restated, continues the Second Amended and Restated Revolving Credit Facility Note dated July 28, 2000, and the Amended and Restated Revolving Credit Facility Note dated April 28, 1999, made by the Borrower to the order of the Lender. This Note is one of the Notes referred to in the Loan Agreement. Capitalized terms used in this Note without definition have the meanings assigned to them in the Loan Agreement. Reference is made to the Loan Agreement for provisions for the optional prepayment and the repayment hereof and the acceleration of the maturity hereof. This Note is governed by the laws of the State of Washington.

    The Loan Agreement, among other things, amends and restates in its entirety and, as so amended and restated, continues the Second Amended and Restated Loan Agreement dated as of July 28, 2000 (the "Prior Loan Agreement"), as well as the Amended and Restated Loan Agreement dated as of April 28, 1999, between the Borrower, the Administrative Agent, WASHINGTON MUTUAL BANK doing business as WESTERN BANK and BANK OF AMERICA, N.A. (formerly known as Bank of America National Trust and Savings Association doing business as Seafirst) (the "Original Loan Agreement"). The indebtedness of the Borrower evidenced by this Note includes the indebtedness of the Borrower resulting from Borrowings made by the Lender to the Borrower from time to time pursuant to the Loan Agreement and the indebtedness of the Borrower resulting from loans previously made by the Lender to the Borrower under the Prior Loan Agreement or the Original Loan Agreement.

    ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

 
 		  
 		  
CUTTER & BUCK INC.
 
 		  
 		  
By		  
 		  
 
       
    Its    
       

2

THIRD AMENDED AND RESTATED REVOLVING CREDIT FACILITY NOTE
(Washington Mutual Bank doing business as Western Bank)

     Seattle, Washington
November 3, 2000

    For value received, CUTTER & BUCK INC. (the "Borrower") promises to pay to the order of WASHINGTON MUTUAL BANK doing business as WESTERN BANK (the "Lender") the unpaid principal amount of all Borrowings made by the Lender to the Borrower under the Revolving Facility pursuant to that certain Third Amended and Restated Loan Agreement dated as of November 3, 2000 (as the same may be amended and modified from time to time, the "Loan Agreement") by and among the Borrower, the Lender, the several lenders also party thereto (the "Lenders"), WASHINGTON MUTUAL BANK doing business as WESTERN BANK, as letter of credit issuer and as credit card issuer, WASHINGTON MUTUAL BANK doing business as WESTERN BANK and BANK OF AMERICA, N.A., as creditors of Cutter & Buck, BV, and WASHINGTON MUTUAL BANK doing business as WESTERN BANK, as administrative agent to the foregoing parties (in such capacity, the "Administrative Agent"), on the dates and in the amounts provided in the Loan Agreement. The Borrower promises to pay interest on the unpaid principal amount of all Borrowings under the Revolving Facility on the dates and at the rate or rates provided for in the Loan Agreement. Interest on any overdue principal of and, to the extent permitted by law, overdue interest on the principal amount hereof shall bear interest at the Default Rate, as provided for in the Loan Agreement. All such payments of principal of and interest on any Borrowing shall be made as provided in the Loan Agreement.

    All Borrowings and the Interest Periods and the interest rates from time to time applicable thereto, and all payments of the principal thereof shall be recorded by the Lender in accordance with its usual practices; provided, that the failure of the Lender to make any such recordation shall not affect the obligations of the Borrower hereunder or under the Loan Agreement.

    The Borrower hereby waives diligence, presentment, demand, protest and, except for notices required to be given pursuant to the Loan Agreement, notice of any kind whatsoever. The non-exercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

    This Note amends and restates in its entirety and, as so amended and restated, continues the Second Amended and Restated Revolving Credit Facility Note dated July 28, 2000, and the Amended and Restated Revolving Credit Facility Note dated April 28, 1999, made by the Borrower to the order of the Lender. This Note is one of the Notes referred to in the Loan Agreement. Capitalized terms used in this Note without definition have the meanings assigned to them in the Loan Agreement. Reference is made to the Loan Agreement for provisions for the optional prepayment and the repayment hereof and the acceleration of the maturity hereof. This Note is governed by the laws of the State of Washington.

    The Loan Agreement, among other things, amends and restates in its entirety and, as so amended and restated, continues the Second Amended and Restated Loan Agreement dated as of July 28, 2000 (the "Prior Loan Agreement"), as well as the Amended and Restated Loan Agreement dated as of April 28, 1999, between the Borrower, the Administrative Agent, WASHINGTON MUTUAL BANK doing business as WESTERN BANK and BANK OF AMERICA, N.A. (formerly known as Bank of America National Trust and Savings Association doing business as Seafirst) (the "Original Loan Agreement"). The indebtedness of the Borrower evidenced by this Note includes the indebtedness of the Borrower resulting from Borrowings made by the Lender to the Borrower from time to time pursuant to the Loan Agreement and the indebtedness of the Borrower resulting from loans previously made by the Lender to the Borrower under the Prior Loan Agreement or the Original Loan Agreement.

    ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

 
 		  
 		  
CUTTER & BUCK INC.
 
 		  
 		  
By		  
 		  
 
       
    Its    
       

2


QuickLinks

THIRD AMENDED AND RESTATED SECURITY AGREEMENT
RECITALS
AGREEMENT
EXHIBIT A Description of Collateral
THIRD AMENDED AND RESTATED LOAN AGREEMENT
RECITALS
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
ARTICLE II AMOUNTS AND TERMS OF THE BORROWINGS
ARTICLE III CONDITIONS OF BORROWING
ARTICLE IV REPRESENTATIONS AND WARRANTIES
ARTICLE V COVENANTS OF THE BORROWER
ARTICLE VI EVENTS OF DEFAULT
ARTICLE VII THE ADMINISTRATIVE AGENT
ARTICLE VIII GUARANTEE
ARTICLE IX MISCELLANEOUS
EXHIBIT A-1 THIRD AMENDED AND RESTATED REVOLVING CREDIT FACILITY NOTE
EXHIBIT A-2 AMENDED AND RESTATED TERM CREDIT FACILITY NOTE
EXHIBIT B NOTICE OF BORROWING
EXHIBIT C FORM OF ASSIGNMENT AND ACCEPTANCE
SCHEDULE I TO ASSIGNMENT AND ACCEPTANCE RELATING TO THE THIRD AMENDED AND RESTATED LOAN AGREEMENT, DATED AS OF NOVEMBER 3, 2000 AMONG CUTTER & BUCK INC., THE CREDITOR PARTIES NAMED THEREIN AND WASHINGTON MUTUAL BANK DOING BUSINESS AS WESTERN BANK, AS AGENT FOR THE CREDITOR PARTIES (IN SUCH CAPACITY, THE "ADMINISTRATIVE AGENT")
EXHIBIT D
COMMITMENTS
THIRD AMENDED AND RESTATED REVOLVING CREDIT FACILITY NOTE (Bank of America, N.A.)
THIRD AMENDED AND RESTATED REVOLVING CREDIT FACILITY NOTE (Washington Mutual Bank doing business as Western Bank)


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