0001104659-11-009307 Sample Contracts

CONTINUING GUARANTY
Continuing Guaranty • February 23rd, 2011 • Cherokee Inc • Women's, misses', and juniors outerwear • California

This Continuing Guaranty (“Guaranty”), dated as of February 16, 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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TERM LOAN AGREEMENT
Term Loan Agreement • February 23rd, 2011 • Cherokee Inc • Women's, misses', and juniors outerwear • California

THIS TERM LOAN AGREEMENT, dated as of February 16, 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:

TERM NOTE
Term Note • February 23rd, 2011 • Cherokee Inc • Women's, misses', and juniors outerwear
CALIFORNIA JUDICIAL REFERENCE AGREEMENT
California Judicial Reference Agreement • February 23rd, 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 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”).

SECURITY AGREEMENT
Security Agreement • February 23rd, 2011 • Cherokee Inc • Women's, misses', and juniors outerwear

This Security Agreement (“Agreement”), dated as of February 16, 2011, is made by and between CHEROKEE INC., a Delaware corporation (the “Debtor”), and U.S. BANK NATIONAL ASSOCIATION (the “Secured Party”).

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