0001104659-11-068439 Sample Contracts

AMENDED AND RESTATED CONTINUING GUARANTY
Continuing Guaranty • December 8th, 2011 • Cherokee Inc • Women's, misses', and juniors outerwear • California

This Amended and Restated Continuing Guaranty (“Guaranty”), dated as of December 7, 2011, is executed and delivered by SPELL C. LLC, a Delaware limited liability company (“Guarantor”), in favor of U.S. BANK NATIONAL ASSOCIATION (“Bank”) and in light of the following:

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AMENDED AND RESTATED TERM LOAN AGREEMENT
Term Loan Agreement • December 8th, 2011 • Cherokee Inc • Women's, misses', and juniors outerwear • California

THIS AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of December 7, 2011, is entered into between U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), and CHEROKEE INC., a Delaware corporation (“Borrower”), in light of the following facts:

AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • December 8th, 2011 • Cherokee Inc • Women's, misses', and juniors outerwear • California

This Amended and Restated Security Agreement (“Agreement”), dated as of December 7, 2011, is made by and between CHEROKEE INC., a Delaware corporation (the “Debtor”), and U.S. BANK NATIONAL ASSOCIATION (the “Secured Party”).

CALIFORNIA JUDICIAL REFERENCE AGREEMENT
California Judicial Reference Agreement • December 8th, 2011 • Cherokee Inc • Women's, misses', and juniors outerwear

This California Judicial Reference Agreement (“Agreement”) is entered into in connection with any existing financing (other than consumer purpose financing) (“Financing”) provided by U.S. Bank National Association (“Bank”) to Cherokee Inc., a Delaware corporation (“Borrower”) evidenced, secured and/or supported by one or more promissory notes, loan agreements, security agreements, mortgages/deeds of trust, guaranties and/or other documents signed by the undersigned parties, including but not limited to the Amended and Restated Continuing Guaranty executed by Spell C. LLC, a Delaware limited liability company (“Guarantor”) in favor of Bank in connection with the Financing (said promissory note and such other agreements, together with amendments, modifications, substitutions and replacements thereto, are hereinafter referred to as the “Loan Documents”).

TERM NOTE B
Term Note • December 8th, 2011 • Cherokee Inc • Women's, misses', and juniors outerwear
TERM NOTE A
Term Note • December 8th, 2011 • Cherokee Inc • Women's, misses', and juniors outerwear
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