ASSUMPTION AND ASSIGNMENT AGREEMENT

THIS ASSUMPTION AND ASSIGNMENT AGREEMENT ("Agreement") is made as of this 16th day of September, 2014, by and among Coldwater Creek Merchandising & Logistics, Inc., a Delaware corporation, as debtor and debtor in possession ("Assignor"); Comenity Servicing, LLC, a Texas limited liability company ("Assignee"); and Foothill Shadows, LLC, a Delaware limited liability company ("Master Landlord").

I.	The Leases.

Assignor is the lessee and Master Landlord is the lessor under the lease identified on Exhibit "A" (the "Master Lease") and for the premises as more specifically described on Exhibit "B" attached hereto (the "Property").  Assignor is also the sublandlord and Assignee is the subtenant under the sublease identified on Exhibit "C" (the "Sublease") and for the premises also more specifically described on Exhibit "D" (the "Premises").

II.	The Assignor's Bankruptcy Case

Assignor, along with its affiliated debtors and debtors in possession (collectively, the "Debtors"), has filed a voluntary petition for relief pursuant to chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§101 et. seq. (as amended, the "Bankruptcy Code"), in the United States Bankruptcy Court for the District of Delaware (together with any other court having proper jurisdiction, the "Bankruptcy Court"), as Case No. 14-10867 (BLS).

III.	The Assignor's Assignment of the Master Lease

Assignor has agreed to assign and Assignee has agreed to assume the Master Lease on the terms and conditions set forth herein (the "Assignment"), and as authorized under sections 363 and 365 of the Bankruptcy Code and proposed by the Third Amended Joint Plan of Liquidation of Coldwater Creek Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the

Bankruptcy Code, dated August 8, 2014 [Docket No. 835] (the "Plan"), and Assignor has determined that an assumption and assignment of the Master Lease in accordance with sections 363 and 365 of the Bankruptcy Code is in the best interests of its creditors and interest holders.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:

A.  Summary of Transaction - On and after the Closing Date (as defined herein) and pursuant to the terms and conditions and for the consideration outlined below, Assignor hereby assigns to Assignee all of Assignor's right, title, and interest under the Master Lease; provided, however, that the Assignment contemplated herein is subject to and conditioned upon the Master Landlord and the Assignee agreeing to and executing the Second Amendment to the Amended and Restated Lease Agreement that is acceptable in both form and substance to the Assignee and Master Lessor in their discretion (the "Comenity Amendment").  For the avoidance of doubt, the Assignment, the Closing (as defined herein) and the Closing Date shall not occur unless and until the Comenity Amendment is agreed and executed by the Master Landlord and the Assignee.  Any security deposit presently on account with the Master Landlord will be refunded by Master Landlord to Assignor (to the extent not previously applied by the Master Landlord).  Except as agreed in writing by the Master Landlord (including, without limitation, in the Comenity Amendment), Assignee hereby recognizes and acknowledges that the Master Landlord's rights to full performance of all terms, conditions and covenants of the Master Lease remains in effect on and after the Closing Date. Except as agreed in writing by the Master Landlord (including, without limitation, in the Comenity Amendment), Assignee assumes all of the terms, conditions and covenants of the Master Lease as lessee thereunder on and after the Closing Date.  Subject to the payment of the Cure Payment (as defined below), Assignee does

not assume any obligations as lessee under the Master Lease prior to the Closing Date, including, but not limited to, any Additional Rent (as defined in the Master Lease) allocable to the period occurring prior to the Closing Date.  Further, pursuant to section 365(f) of the Bankruptcy Code, on and after the Closing Date, Assignor and the Debtors shall be relieved from any liability for any breach of or default in performance of the Master Lease, and Assignee shall indemnify and hold Assignor and the Debtors harmless from any breach of the Master Lease or default in the performance of any terms, conditions and covenants contained in the Master Lease occurring after the Closing Date. The Master Landlord has agreed to accept from Assignee the payment of $    (the "Cure Payment"), in full satisfaction of Master Landlord's claims against Assignor and the Debtors for monies due and owing but not paid under the Master Lease, and the Cure Payment together with the Assignment hereunder shall relieve the Assignor and the Debtors of all liability arising under the Master Lease on account of such sums due and owing but not paid.   In addition, the Assignor shall remit payment prior to Closing for its share of all outstanding property taxes, owing and accrued but not yet due, as of the Closing Date.

B.  Sublease – In accordance with the terms of the Plan, the Sublease shall be deemed rejected, and no further amounts or obligations with respect to the Sublease shall be due from the Assignee to the Assignor.

C.  Consideration - The total consideration to be paid by Assignee is the Cure Payment, payable to Master Landlord at the Closing (as defined herein). The Cure Payment is to be released and paid upon Closing.

D.  Closing - The Closing of the this Agreement ("Closing") shall take place on the first business day following the date on which the Approval Order (defined below) is entered (the "Closing Date"), provided that (i) the Closing and the Closing Date shall only occur

to the extent that the conditions specified in this Agreement (including, without limitation, execution of the Comenity Amendment) are satisfied, and (ii) the Approval Order shall include a ruling that the fourteen (14) day stay period provided under F.R.B.P. Nos. 6004(g) and 6006(d) shall not apply to the transactions contemplated herein.

E.  Bankruptcy Court Approval - Enforceability of this Agreement is further conditioned upon the Assignor obtaining the execution and entry of a final and non-appealable order by the Bankruptcy Court approving, among other things, the assignment and assumption of the Master Lease substantially in the form set forth in this Agreement, the rejection of the Sublease, this Agreement, and authorizing Assignor to enter into this Agreement and all other agreements necessary to effectuate the intent of this Agreement (the "Approval Order").

F.  Lease Documents - To induce Assignee to execute, deliver and perform this Agreement, Assignor represents and warrants to the best of its actual knowledge to Assignee and agrees on and as of the date hereof and continuing through and including the Closing Date that Exhibit "A" identifies all of the instruments through which Assignor derives its Master Lease (including all amendments thereto).  Complete and correct copies of the Master Lease have been delivered to or made available for inspection by Assignee, and the Master Lease has not been modified in any material respect except to the extent that such modifications are disclosed by the copies delivered to or made available for inspection by Assignee. Except as required by the Bankruptcy Code or as otherwise provided herein or in this Agreement, Assignor makes no representations and warranties, express or implied, concerning the Master Lease, Premises or Property.

G.  Free and Clear of Liens & Encumbrances - Upon entry of the Approval Order and the occurrence of all conditions precedent to the effectiveness of the Assignment

(including, without limitation, the execution of the Comenity Amendment), and except as otherwise provided in this Agreement, the assignment of the Master Lease shall be free and clear of any liens, security interests, encumbrances, pledges or other interests.  In order to clear title to the Property, Assignor and Assignee agree to enter into a Sublease Termination Agreement in substantially the form of Sublease Termination Agreement attached hereto as Exhibit "E."

H.  Use - Assignee shall use the Property for such purposes as are authorized under the Master Lease, the Comenity Amendment and applicable law.

I.  Possession - The Assignor will deliver possession of the Property to Assignee at Closing.  Assignor shall deliver possession of the Property in its as-is, where-is condition, and the same shall be free of any and all subleases and rights of possession under Section 365(h) of the Bankruptcy Code; provided, however, that Assignee agrees to license to Assignor (the "License") until December 1, 2014, or such earlier date as Assignor may determine, at no cost to Assignor, a portion of the Property identified on Exhibit "F" as the "CWC Retained Space", together with the right to use up to 10 parking spaces, and fitness and kitchen facilities, all subject to Assignee's reasonable rules and regulations, in substantially the form of License Agreement attached hereto as Exhibit "E".  Prior to the expiration or earlier termination of the License Agreement, Assignor intends to remove the following personal property from the Property: [____________________________] Any of Assignor's personal property not removed by Assignor by the end of the License shall be deemed abandoned and conveyed to Assignee, and Assignee may dispose of and/or retain same without liability to Assignor.

J.  Prorations - On the Closing Date, Assignor and Assignee shall make all normal and customary real estate prorations, and escrows consistent with the terms and

conditions of this Agreement, including real estate taxes, water, sewer and utility charges, rents, CAM and other charges payable under the Master Lease, and income and expenses under any existing subleases affecting the Property (other than the Comenity Sublease).

K.  Initial Rent - Commencing on the Closing Date, Assignee shall be responsible for, and shall pay to the Master Landlord all rent and other obligations and charges due under the Master Lease in accordance with the terms of the Master Lease, as amended by the Comenity Amendment. Assignee also agrees to reimburse Assignor for any rent (or other Lease Charges) paid by Assignor to the Master Landlord for any period subsequent to the Closing Date. Any such amounts shall be paid by Assignee within five (5) days of the Closing Date.

L.  Representations and Warranties - Assignor represents and warrants to Assignee (which representations and warranties shall survive the Closing Date) as to itself, that to the best of Assignor's knowledge, as of the date hereof and as of the Closing Date:

 (i)  The amendments listed on Exhibit "A" comprise all of the amendments included in Assignor's lease file and Assignor will deliver to Assignee its entire lease file on the approval date (including, if available, all maintenance records, annual reconciliations, tax bills, plans, research and correspondence), hereinafter the "Lease File". Assignee acknowledges that the Lease File shall not contain any attorney-client privileged correspondence or information.

(ii)  Assignor is the tenant under the Master Lease and has conferred no rights upon any third party to use or occupy the Property described therein (by way of license, sublease or otherwise), except in the ordinary course of business and as either previously disclosed to Assignee or otherwise appearing in the public records.

(iii)  As of the Closing Date, and to Assignor's knowledge, there will be no contracts entered into by Assignor for services or otherwise on account of maintenance or repairs which are or will be binding on Assignee or the Property.

 (iv)  Upon payment of the Cure Payment and satisfaction of all property taxes, owing and accrued but not yet due, Assignor will not be in default under the Master Lease.

M.  Miscellaneous

(i)  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and to the extent permissible under the laws of the state of Idaho. The parties agree that the Bankruptcy Court shall have exclusive jurisdiction over any disputes hereunder, and they each hereby consent to such jurisdiction.

(ii)  This Agreement sets forth the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes any prior instruments, arrangements and understandings relating to the subject matter hereof, except the Master Lease and all amendments thereto, including the Comenity Amendment.

(iii)  Assignor may assign its rights and obligations hereunder to any trustee or other successor in interest appointed by the Bankruptcy Court. Assignee may not assign its rights and obligations hereunder to any party without the Assignor's, or, as applicable, the trustee's or other successor in interest's, consent, which consent shall not be unreasonably withheld, and following entry of the Approval Order, any assignment of this Agreement by Assignee must also be permitted by the terms of the Master Lease or agreed to by the Master Landlord (if so required).

(iv)  This Agreement may be executed with counterpart signature pages or in more than one counterpart, all of which shall be deemed one and the same agreement, and shall become effective on or after the Closing Date when or one or more counterparts have been signed by each of the parties and delivered to all the parties.

(v)  Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder ("Notices") shall be in writing and shall be given as follows: (i) by hand delivery; (ii) by Federal Express or other reputable express courier service; (iii) electronic mail; or (iv) by facsimile transmission (other than for notices of default):

If to Assignor:

Coldwater Creek Merchandising & Logistics, Inc.
1 Coldwater Creek Drive
Sandpoint, Idaho 83864
ATTN: Vincent G. Toenjes, Esq.

***@***

With a copy to:

Sherman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
ATTN: Douglas P. Bartner

***@***

If to Assignee:

ATTN:  Bruce McClary

***@***

With a copy to:

or at such other address or to such other addressee or to such other facsimile number as the party to be served with Notice shall have furnished in writing to the party seeking or desiring to serve Notice as a place for the service of Notice.  Notices shall be deemed to have been rendered or given on the date received or on the date they are deemed to be received as hereinafter set forth.  The inability to deliver Notices because of changed address of which no notice was given, or rejection or refusal to accept any Notice offered for delivery shall be deemed to be receipt of the Notice as for the date of such inability to deliver or rejection or refusal to accept delivery.

IN WITNESS WHEREOF, this Agreement has been duly executed this _____ day of September, 2014.

ASSIGNOR:

 

Coldwater Creek Merchandising & Logistics,

Inc., a Delaware corporation

By:/s/ Vince Toenjes

Name: Vince Toenjes

Its:  Authorized Representative

ASSIGNEE:

Comenity Servicing LLC, a Texas limited

liability company

By: /s/ Sallie Komitor

Name: Sallie Komitor

Its:  President

MASTER LANDLORD:

Foothill Shadows, LLC, a Delaware limited

liability company

Samuel & Co., Inc.

By: /s/ Robert C. Samuel

Name: Robert C. Samuel

Its:  Manager

LESSOR:

FOOTHILL SHADOWS, LLC,

a Delaware limited liability company

Samuel & Co., Inc.

By: /s/ Robert C. Samuel

Name: Robert C. Samuel

Its:  Manager

LESSEE:

COMENITY SERVICING LLC,
a Texas limited liability company

 

By: /s/ Sallie Komitor
Name: Sallie Komitor
Title: President