Sample Business Contracts


Credit Agreement - MBNA America Bank NA and Coldwater Creek Inc.

Loan Forms


                                   AGREEMENT

This agreement is entered into as of this 3rd day of June, 1997 (the
"Effective Date") by and between MBNA AMERICA BANK, N.A., a national banking
association having its principal place of business in Wilmington, Delaware
(hereinafter referred to as "MBNA America"), and COLDWATER CREEK INC., a
Delaware corporation having its principal place of business at One Coldwater
Creek Drive, Sandpoint, Idaho (hereinafter referred to as ("COLDWATER CREEK")
for themselves, and their respective successors and assigns.

1.  DEFINITIONS

When used in the Agreement,

(a) "Agreement" means this agreement and Schedules A, B, C and D.
(b) "Credit Card Account" means a credit card Account opened by a Member in
    response to marketing efforts made pursuant to the Program.
(c) "Customer" means any Member who is a participant in the Program.
(d) "Financial Service Products" means credit card programs, charge card
    programs, debit card programs, installment loan programs, revolving loan
    programs, deposit services and travel and entertainment charge card
    programs.
(e) "GIP Account" means a Credit Card Account opened by a Member pursuant to a
    GIP in which COLDWATER CREEK complies with the GIP provisions of this
    Agreement.
(f) "Group Incentive Program" or "GIP" means any marketing or other program
    whereby COLDWATER CREEK conducts solicitation efforts for the Program, and
    the parties mutually agree that such marketing or other program shall
    constitute a GIP.
(g) "Mailing Lists" means updated and current lists and/or magnetic tapes (in a
    format designated by MBNA America) containing names, postal addresses and,
    when available, telephone numbers of Members segmented by zip codes or
    reasonably selected membership characteristics.
(h) "Member" means a client, customer or subscriber of COLDWATER CREEK and /or
    other potential participants mutually agreed to by COLDWATER CREEK AND MBNA
    America.
(i) "Program" means those programs and services of the Financial Service
    Products MBNA America agrees to offer pursuant to this Agreement to the
    Members from time to time.
(j) "Royalties" means the compensation set forth in Schedule B.
(k) "Trademarks" means any design, image, visual representation, logo service
    mark, trade dress, trade name, or trademark used or acquired by COLDWATER
    CREEK during the term of this Agreement.
<PAGE>
 
2.   RIGHTS AND RESPONSIBILITIES OF COLDWATER CREEK
     ----------------------------------------------

(a)  COLDWATER CREEK agrees that during the term of this Agreement: ( i ) it
     will endorse the Program exclusively and will not sponsor, advertise, aid,
     develop or solicit any Financial Service Products of any organization other
     than MBNA America; ( ii ) it will not license or allow others to license
     the Trademarks in relation to or for promoting any Financial Service
     Products of any entity other than MBNA America; and it will not sell, rent
     or otherwise make available or allow others to sell, rent or otherwise make
     available any of its mailing lists or information about any current or
     potential Members in relation to or for promoting any Financial Service
     Products of any entity other than MBNA America. However, COLDWATER CREEK
     may accept advertising from any other organization offering or promoting
     bank credit card programs and services or travel and entertainment charge
     card programs and services provided that such advertisements are not
     accompanied by any Trademark or any printed statement from COLDWATER CREEK,
     expressly stating or implying an endorsement by COLDWATER CREEK of such
     other organization's Financial Service Products.

(b)  COLDWATER CREEK agrees to utilize best efforts to provide MBNA America 
     with-such information and assistance as may be reasonably requested by MBNA
     America in connection with the Program.

(c)  COLDWATER CREEK authorizes MBNA America to solicit any Member (with Member
     being defined in Paragraph 1 (h) above), by mail, direct promotion,
     advertisements and/or telephone for participation in the Program.

(d)  COLDWATER CREEK shall have the right of prior written approval of all
     Program advertising and solicitation materials to be used by MBNA America,
     which contain COLDWATER CREEK's Trademark, such approval shall not be
     unreasonably withheld or delayed.

(e)  Upon the request of MBNA America, COLDWATER CREEK shall provide MBNA
     America with Mailing Lists free of any charge for the solicitation of the
     Program. The initial Mailing List shall contain at least one hundred
     thousand (100,000) names with corresponding postal addresses and, when
     available, telephone numbers.

(f)  COLDWATER CREEK shall only provide information to or otherwise communicate
     with Members or potential Members about the Program with MBNA America's
     prior written approval, except for current advertising and solicitation
     materials provided by MBNA America to COLDWATER CREEK. Notwithstanding the
     above, COLDWATER CREEK may respond to individual inquires about the Program
     from its Members on an individual basis, provided that said responses are
     accurate and consistent with the then current materials provided by MBNA
     America to COLDWATER CREEK. Any correspondence received by COLDWATER CREEK
     that is intended for MBNA America (e.g. applications, payments, billing
     inquires, etc.) shall be forwarded to the MBNA America Account executive
     via overnight courier within forty-eight (48) business hours of receipt.
     All charges incurred for this service will be paid by MBNA America.
<PAGE>
 
(g)  COLDWATER CREEK hereby grants MBNA America and its affiliates a limited,
     exclusive license to use the Trademarks solely in conjunction with the
     Program, including the promotion thereof. This license shall be transferred
     upon assignment of this Agreement. This license shall remain in effect for
     the duration of this Agreement and shall apply to the Trademarks,
     notwithstanding the transfer of such Trademarks by operation of law or
     otherwise to any permitted successor, corporation, organization or
     individual. Nothing stated in this Agreement prohibits COLDWATER CREEK from
     granting to other persons a license to use the Trademarks in conjunction
     with the providing of any other service or product, except for any
     Financial Service Products.

(h)  During the term of this Agreement (and for a six (6) month period after the
     termination of this Agreement), COLDWATER CREEK, at its sole cost and
     expense, shall provide the Customers with the benefits and services set
     forth on Schedule D in accordance with the terms and provisions contained
     therein.

3.   RIGHTS AND RESPONSIBILITIES OF MBNA AMERICA
------------------------------------------------

(a)  MBNA America shall design, develop and administer the Program for the
     Members

(b)  Subject to Section 2(d), MBNA America shall design all advertising,
     solicitation and promotional materials with regard to the Program. MBNA
     America reserves the right of prior written approval of all advertising and
     solicitation materials concerning or related to the Program, which may be
     developed by or on behalf of COLDWATER CREEK.

(c)  MBNA America shall bear all costs of producing and mailing materials for
     the Program.

(d)  MBNA America shall make all credit decisions and shall bear all credit
     risks with respect to each Customer's Account(s) independently of COLDWATER
     CREEK.

(e)  MBNA America shall use the Mailing Lists provided pursuant to this
     Agreement consistent with this Agreement and shall not permit those
     entities handling these Mailing Lists to use them for any other purpose.
     Nor shall MBNA America reproduce, rent or sell the Mailing List for any
     reason other than the purpose of fulfilling their obligations under this
     Agreement. MBNA America shall have the sole right to designate Members on
     these Mailing Lists to whom promotional material will not be sent. These
     Mailing Lists are and shall remain the sole property of COLDWATER CREEK.
     However, MBNA America may maintain separately all information which it
     obtains as a result of an account relationship or an application for an
     account relationship. This information becomes a part of MBNA America's own
     files and shall not be subject to this Agreement; provided however that
     MBNA America will not use this separate information in a manner that would
     imply an endorsement by COLDWATER CREEK.

(f)  All Mailing Lists are (i) confidential and proprietary and (ii) shall
     remain the sole property of COLDWATER CREEK. MBNA America expressly
     acknowledges and
<PAGE>
 
     agrees that MBNA America has no property right or interest whatsoever in
     any Mailing List. MBNA America shall hold all Mailing Lists in strict and
     absolute confidence and shall not provide, trade, give away, barter, lend,
     send, sell or otherwise disclose (collectively "transfer") any Mailing List
     and shall not make any copies of a Mailing List of any type whatsoever
     except as necessary to fulfill its obligations hereunder or as approved in
     a separate writing by COLDWATER CREEK. However, MBNA America may maintain
     separately all information it obtains as a result of an Account
     relationship or an application for an account relationship. This
     information becomes a part of MBNA America's own files and shall not be
     subject to this Agreement; provided however that MBNA America will not use
     this separate information in a manner that would imply an endorsement of
     COLDWATER CREEK.

(g)  Except as otherwise provided herein, MBNA America shall have authority to
     use the Mailing List only for purposes consistent with this Agreement or as
     expressly permitted by COLDWATER CREEK in a separate writing. MBNA America
     shall comply with any reasonable request of COLDWATER CREEK with respect to
     security precautions to maintain the security of the Mailing List. MBNA
     America agrees to secure and safeguard the Mailing List in strict
     accordance with the requirements of this Section D and COLDWATER CREEK's
     instructions, as communicated to COLDWATER CREEK to MBNA America from time
     to time. MBNA America shall only permit access to the Mailing List to those
     employees, volunteers, agents and/or representatives of MBNA America who
     need such access to perform their duties for MBNA America. In view of the
     confidential nature of the Mailing List, MNBA America warrants that MNBA
     America and all its employees, volunteers, agents and/or representatives
     who work with any Mailing List shall be made aware of the obligations
     contained in this Section and shall be under obligation not to copy any
     Mailing List, transfer any Mailing List or make any other use of any
     Mailing List other than as specifically approved by this Agreement.

(h)  In the event MBNA America receives a request to disclose a Mailing List
     pursuant to a subpoena, order of court of competent jurisdiction or by
     judicial or administrative agency or legislative body or committee, MBNA
     America agrees to: (i) immediate notify COLDWATER CREEK of the existence,
     terms and circumstances surrounding such request; (ii) consult with
     COLDWATER CREEK on the advisability of taking legally availability steps to
     resist or narrow such request; and (iii) if disclosure of such Mailing List
     is required or deemed advisable, exercise its best efforts to obtain an
     order or other reliable assurance that confidential treatment will be
     accorded to such portion of the Mailing List to be disclosed which
     COLDWATER CREEK designates.

4.   REPRESENTATION AND WARRANTIES
----------------------------------

(a)  COLDWATER CREEK and MBNA America each represents and warrants to the other
     that as of the Effective Date and throughout the term of this Agreement:

     i.  It is duly organized, validly existing and in good standing.
<PAGE>
 
     ii.  It has all necessary power and authority to execute and deliver this
          Agreement and to perform its obligations under this Agreement

     iii. This Agreement constitutes a legal, valid and binding obligation of
          such party, enforceable against such party in accordance with its
          terms, except as such enforceability may be limited by bankruptcy,
          insolvency, receivership, reorganization or other similar laws
          affecting the enforcement of creditors' rights to generally and by
          general principles of equity.

     iv.  No consent, approval or authorization from any third party is required
          in connection with the execution, delivery and performance of this
          Agreement, except such as have been obtained and are in full force and
          effect.

     v.   The execution, delivery and performance of this Agreement, by such
          party will not constitute a violation of any law, rule regulation,
          court order or ruling applicable to such party.

(b)  COLDWATER CREEK represents and warrants to MBNA America as of the date
     hereof and throughout the term of this Agreement that ii has the right and
     power to license the Trademarks to MBNA America for use as contemplated by
     this Agreement.

5.   CROSS INDEMNIFICATION
--------------------------

(a)  COLDWATER CREEK and MBNA America each will indemnify and hold harmless the
     other party, its directors, officers, agents, employees, affiliates,
     successors and assigns (the "Indemnitees") from and against any and all
     liability, causes of action, claims, and the reasonable and actual costs
     incurred in connection therewith ("Losses"), resulting from the material
     breach of this Agreement by COLDWATER CREEK or MBNA America, respectively
     as the case may be, or its directors, officers or employees. COLDWATER
     CREEK will indemnify and hold harmless MBNA America and its Indemnitees
     from and against any and all Losses arising from the Trademark license
     granted herein or from MBNA America's use of the Trademarks in reliance
     thereon. Each party shall promptly notify the other party in the manner
     provided herein upon learning of any claims or complaints that may
     reasonably result in the indemnification by the other party.

(b)  MBNA America will indemnify and hold harmless COLDWATER CREEK, its
     directors, officers, agents, employees, parents, subsidiaries, affiliates,
     successor and assigns, from and against any causes of action, and the
     reasonable and actual costs incurred in connection therewith, which arises
     out of a violation of applicable Delaware for federal law by MBNA America,
     its employees, agents or contractors, in which COLDWATER CREEK is included
     as a defendant (referred to as a "Claim"). COLDWATER CREEK shall, within
     ten (10) business days of receiving notice of the Claim, notify MBNA
     America in writing (in the manner provided for in this Agreement) of the
     Claim. COLDWATER CREEK agrees (i) not to take any action which may
     prejudice MBNA America's defense or increase its liability ("Action") with
     respect to a Claim without MBNA America's prior written approval 
<PAGE>
 
     and (ii) that MBNA America may respond to a Claim as it determines in its
     sole discretion. If COLDWATER CREEK takes any Action with respect to a
     Claim without MBNA America's written approval or COLDWATER CREEK fails to
     notify MBNA America of a Claim within fifteen (15) business days of
     receiving the Claim, unless MBNA America is also a defendant in the Claim,
     MBNA America shall be released and discharged from any obligation under
     this Section 5 to indemnify and hold COLDWATER CREEK harmless with respect
     to that Claim.

6.   ROYALTIES
--------------

(a)  During the term of this Agreement, MBNA America shall pay Royalties to
     COLDWATER CREEK. Royalties will not be paid without a completed Schedule C.
     Except as other wise provided in Schedule B, payment of Royalties then due
     shall be made approximately forty-five (45) days after the end of each
     calendar quarter.

(b)  If during the term of this Agreement and for a six (6) month period after
     termination of the Agreement COLDWATER CREEK is unable or fails to fulfill
     its obligation under Schedule D of this Agreement, MBNA America may, in
     addition to any other right or remedy it has under this Agreement, cease
     making Royalty payments otherwise accrued by and payable to COLDWATER CREEK
     during the term of the Agreement pursuant to Section 6(a) hereof, and
     utilize any such obligation as set forth in Schedule D, as appropriate, or
     to provide the Customers with a benefit similar in quality and value to the
     benefits set forth on Schedule D.

(c)  On or before the forty-fifth (45/th/) day after the end of each calendar
     quarter during the term of this Agreement, MBNA America will provide
     COLDWATER CREEK with a statement showing the number of Credit Card Accounts
     opened, the number of Credit Card Accounts renewed and the retail purchase
     dollar volume (excluding those transactions that relate to refunds, returns
     and unauthorized transactions), made during the preceding calendar period.

7.  PROGRAM ADJUSTMENTS
-----------------------

A summary of the current features of the Program are set forth in Schedule A.
MBNA America reserves the right to make periodic adjustments to the Program and
its terms and features.  MBNA America shall inform COLDWATER CREEK prior to such
an adjustment.  Delaware and applicable federal law currently require each open-
end credit account Customer be given the opportunity to reject a proposed change
and pay the existing balance under the prior terms if the proposed adjustment
increases the fees or finance charges on such account.

8.  CONFIDENTIALITY OF AGREEMENT
--------------------------------

The terms of this Agreement, any proposal, financial information and proprietary
information provided by or on behalf of one party to the other party prior to,
<PAGE>
 
contemporaneously with ,or subsequent to, the execution of this Agreement
("Information") are confidential as of the date of disclosure. Such Information
will not be disclosed by such other party to any other person or entity, except
as permitted under this Agreement or as mutually agreed in writing. MBNA America
and COLDWATER CREEK shall be permitted to disclose such Information (i) to their
accountants, legal, financial and marketing advisors, and employees as necessary
for the performance of their respective duties, provided that said persons agree
to treat the Information as confidential in the above described manner and (ii)
as required by law or by any governmental regulatory authority.

9.  TERM OF AGREEMENT
---------------------

The initial term of this Agreement will begin on the Effective Date and end on
May 31, 2002. This Agreement shall extend at the end of the initial term or any
renewal term for successive two-year periods, but only upon the affirmative,
written notice of MBNA America and COLDWATER CREEK of each party's intent to
renew the Agreement at least ninety (90) days prior to the last date of such
term or renewal term, as applicable.

10.  STATE LAW GOVERNING AGREEMENT
----------------------------------

This Agreement shall be governed by and subject to the laws of the State of
Delaware (without regard to its conflict of laws principles) and shall be deemed
for all purposes to be made and fully performed in Delaware.

11.  TERMINATION
----------------

(a)  In the event of any material breach of this Agreement by MBNA America or
     COLDWATER, the other party may terminate this Agreement by giving notice,
     as provided herein, to the breaching party. This notice shall (i) describe
     the material breach; and (ii) state the party's intention to terminate this
     Agreement. If the breaching party does not cure or substantially cure such
     breach within sixty (60) days after receipt of notice, as provided herein
     (the "Cure Period"), then this Agreement shall terminate sixty (60) days
     after the Cure Period.

(b)  If either MBNA America or COLDWATER CREEK becomes insolvent in that its
     liabilities exceed its assets, or is adjudicated insolvent, or takes
     advantage of or is subject to any insolvency proceeding, or makes an
     assignment for the benefit of creditors or is subject to receivership,
     conservatorship or liquidation then the other party may immediately
     terminate this Agreement.

(c)  Upon termination of this Agreement, MBNA America shall, in a manner
     consistent with Section 11(d) of this Agreement, cease to use the
     Trademarks. MBNA America agrees that upon such termination it will not
     claim any right, title, or interest in or to the Trademarks or to the
     Mailing Lists provided pursuant to this Agreement. However, MBNA America
     may conclude all solicitation that is required by law.
<PAGE>
 
(d)  MBNA America and COLDWATER CREEK shall have the mutual right to prior
     review and approval of any notice in connection with, relating or referring
     to the termination of this Agreement to be communicated by MBNA America
     and/or COLDWATER CREEK to the Members. Such notice shall be factually
     accurate and the approval of either party shall be limited to the
     Agreement. Such approval shall not be unreasonable withheld. Upon
     termination of this Agreement, COLDWATER CREEK shall not attempt to cause
     the removal of COLDWATER CREEK's identification or Trademarks from any
     person's credit devices, checks or records of any Customer existing as of
     the effective date of termination of this Agreement.

12.  MISCELLANEOUS
------------------

(a)  This Agreement cannot be amended except by written agreement signed by the
     authorized agent of both parties hereto.

(b)  The obligations in Sections 5, 8, 11(c), 11(d), 14(b), 14(c), 14(d), 14(e),
     14(f) and 14(g) shall survive any termination of this Agreement.

(c)  The failure of any party to exercise any rights under this Agreement shall
     not be deemed a waiver of such right or any other rights.

(d)  The section captions are inserted only for convenience and are in no way to
     be construed as part of this Agreement.

(e)  If any part of this Agreement shall for any reason be found or held invalid
     or unenforceable by any court or governmental agency of competent
     jurisdiction, such invalidity or unenforceability shall not affect the
     remainder of this Agreement which shall survive and be construed as if such
     invalid or unenforceable part had not been contained herein.

(f)  All notices relating to this Agreement shall be in writing and shall be
     deemed given (i) upon receipt by hand delivery, facsimile or overnight
     courier, or (ii) three (3) business days after mailing be registered or
     certified mail, postage prepaid, return receipt requested. All notices
     shall be addressed as follows:

          (1)  If to COLDWATER CREEK:
               COLDWATER CREEK INC.
               One Coldwater Creek Drive
               Sandpoint, Idaho  83864

               ATTENTION:  Mr. Don Robson, Chief Financial Officer

               Fax #:  208-265-3162
<PAGE>
 
          (2)  If to MBNA America:

               MBNA AMERICA BANK, N.A.
               Wilmington, Delaware  19884
 
               ATTENTION:  Mr. William H. Daiger, Jr., Group President

               Fax #:  302-457-1195

Any party may change the address to which communications are to be sent by
giving notice, as provided herein, of such change of address.

(g)  This Agreement contains the entire agreement of the parties with respect to
     the matters covered herein and supersedes all prior promises and
     agreements, written or oral, with respect to the matters covered herein.
     MBNA America may utilize the services of any third party in fulfilling its
     obligations under this Agreement.

(h)  MNBA America may not assign or transfer its rights and/or obligations under
     this Agreement without the written consent of COLDWATER CREEK; provided,
     however, that MBNA America may assign or transfer, without written consent,
     its rights and/or obligations under this Agreement:

          i.   to any individual, corporation or other entity [other than a
               subsidiary or entity controlling, controlled by, or under common
               control with MBNA America (an "MBNA Affiliate")] pursuant to a
               sale [other than a sale as described in subsection (ii) below] as
               long as such prospective buyer has substantially similar customer
               satisfaction standards as MNBA America; or

          ii.  to any individual, corporation or other entity (other than an
               MBNA Affiliate) pursuant to a merger, consolidation, or a sale of
               all or substantially all the assets of MBNA America; or

          iii. to any MBNA Affiliate.

MBNA America shall notify COLDWATER CREEK of the assignment of any rights or
obligations under this Agreement.

(i)  MBNA America and COLDWATER CREEK are not agents, representatives or
     employees of each other and neither party shall have the power to obligate
     or bind the other in any manner except as otherwise expressly provided by
     this Agreement.

(j)  Nothing expressed or implied in this Agreement is intended or shall be
     construed to confer upon or give any person other than COLDWATER CREEK and
     MBNA America, their successors and assigns, any rights or remedies under or
     by reason of this Agreement.

(k)  Neither party shall be in breach hereunder by reason of its delay in the
     performance of or failure to perform any of its obligations herein if such
     delay or failure is caused by strikes, acts of God or the public enemy,
     riots, incendiaries, interference by civil or 
<PAGE>
 
     military authorities, compliance with governmental laws, rules,
     regulations, delays in transit or delivery, or any event beyond its
     reasonable control or without its fault or negligence.

(l)  This Agreement may be executed in two or more counterparts, each of which
     shall be deemed an original, but all of which together shall constitute one
     and the same instrument.


13. GROUP INCENTIVE PROGRAM
---------------------------

(a)  MBNA America shall design all advertising, solicitation and promotional
     material with regard to the Program, except with respect to those materials
     designed by COLDWATER CREEK pursuant to any GIP. In that regard, COLDWATER
     CREEK shall give MBNA America thirty (30) days prior notice of its desire
     to engage in marketing efforts regarding the Program itself, specifying
     that accounts generated from such efforts will entitle COLDWATER CREEK to
     the Royalty specified in Schedule B, subject to the other terms and
     conditions of this Agreement.

(b)  All marketing materials generated as a result of such GIP programs shall be
     coded by COLDWATER CREEK for tracking purposes.  Marketing materials or
     telemarketing inquiries from Members which, in either case, do not contain
     or reference such coding shall not be considered eligible for any of the
     GIP Royalty as set forth in Schedule B.

(c)  In addition to all other rights it may have under this Agreement, MBNA
     America shall have the right of prior approval of all advertising and
     solicitation materials distributed by COLDWATER CREEK pursuant to any GIP.
     Further, MNBA America shall have final approval of the scope, timing and
     content of any GIP.

(d)  All costs approved by COLDWATER CREEK that are incurred by MBNA America in
     producing and mailing materials created pursuant to any GIP or of
     supporting the marketing efforts of COLDWATER CREEK pursuant to any GIP
     shall be deducted from any or all Royalty payments due COLDWATER CREEK
     under this Agreement.

(e)  COLDWATER CREEK shall comply with MBNA America's instructions and all
     applicable laws, including, without limitation, the Truth in Lending Act
     and the Equal Credit Opportunity Act, with regard to any GIP.

14.  CUSTOMER LIST
------------------

(a)  So long as COLDWATER CREEK continues to provide the Customers with
     enhancements that require COLDWATER CREEK to receive a Customer List, as
     defined below, each quarter MBNA America shall provide COLDWATER CREEK with
     a list of information (e.g., names and addresses) about Customers as may be
     mutually agreed upon by the parties (hereinafter the "Customer List").
     When used in this Agreement, the term "Customer List" includes any whole or
     partial copies or compilations of a Customer List in any form or any
     medium, any information derived solely from a Customer List, and all
     Customer Information, as hereinafter defined.
<PAGE>
 
(b)  COLDWATER CREEK shall return to MBNA America each Customer List, in the
     same form as received by COLDWATER CREEK within thirty (30) days of receipt
     of such Customer List. COLDWATER CREEK agrees that as soon as COLDWATER
     CREEK is no longer providing the Customers with the enhancements that
     requires COLDWATER CREEK to receive the Customer List or providing such
     enhancements as required by the Agreement, COLDWATER CREEK shall: (i)
     immediately destroy and purge from all its systems all information within
     each Customer List to the extent that such information in any way relates
     to MBNA America, the Program or Credit Card Accounts ("Customer
     Information"); and (ii) return or destroy within thirty (30) days all
     Customer Information that is in tangible form, including any and all full
     or partial copies, or reproductions thereof in any medium whatsoever. All
     destruction of Customer Lists shall be done in strict accordance with MBNA
     America's then current destruction policy.

(c)  Any Customer List provided to COLDWATER CREEK may contain "dummy"
     information (e.g., names, account information, addresses, etc.) so that
     unauthorized use of a Customer List may be determined. This information
     will be unknown to COLDWATER CREEK. A violation of this Section is
     conclusively proven and the damages named hereinafter shall be deemed owed
     when MBNA America establishes the following:

          (i)   that MBNA America placed "dummy" information on the list (e.g.,
                name(s), account information, address(es), etc.);
          (ii)  that the "dummy" information received any mailings which were
                sent or generated outside the scope of the permitted use of the
                Customer List; and
          (iii) that the identical "dummy" information was not provided by MBNA
                America or its affiliate to any third party.

(d)  All Customer Lists are (i) confidential and proprietary and (ii) shall
     remain the sole property of MBNA America. COLDWATER CREEK expressly
     acknowledges and agrees that COLDWATER CREEK has no property right or
     interest whatsoever in any Customer List. COLDWATER CREEK shall hold all
     Customer Lists in strict and absolute confidence and shall not provide,
     trade, give away, barter, lend, send, sell or otherwise disclose
     (collectively "transfer") any Customer List and shall not make any copies
     of a Customer List of any type whatsoever except as expressly approved in a
     separate writing by MBNA America. At all times COLDWATER CRREK shall keep
     in confidence and trust all Customer Lists. COLDWATER CREEK further agrees
     that it shall not transfer any Customer List to any other organization or
     individual under any circumstances, and COLDWATER CREEK specifically but
     not by way of limitation agrees that no subcontractors and/or affiliates
     shall be transferred any Customer List unless agreed to in writing by MBNA
     America prior to any such transfer.

(e)  COLDWATER CREEK shall have no authority to use the Customer List for any
     purpose not (i) directly necessary for the provision of the enhancements
     required by this Agreement (as determined by MBNA America and COLDWATER
     CREEK); or (ii) expressly permitted by MBNA America in a separate writing.
     COLDWATER CREEK shall comply with any reasonable request of MBNA America
     with respect to security precautions to maintain the security of the
     Customer List.  COLDWATER 
<PAGE>
 
     CREEK agrees to secure and safeguard the Customer List in strict accordance
     with the requirements of this Section and MBNA America's instructions, as
     communicated by MBNA America to COLDWATER CREEK from time to time.
     COLDWATER CREEK shall only permit access to the Customer List to those
     employees, volunteers, agents and/or representatives of COLDWATER CREEK who
     need such access to perform their duties for COLDWATER CREEK. In view of
     the confidential nature of the Customer List, COLDWATER CREEK warrants that
     COLDWATER CREEK and all its employees, volunteers, agents and/or
     representatives who work with any Customer List shall be made aware of the
     obligations contained in this Section and shall be under strict legal
     obligation not to copy any Customer List, transfer any Customer List or
     make any other use of any Customer List other than as specifically approved
     by this Section

(f)  Because the nature of the Customer List makes an evaluation of damages
     after a violation of this Section impossible, then in the event that nay
     Customer List is handled or used in a fashion that violates this Section by
     COLDWATER CREEK or its employees, volunteers, agents, and/or
     representatives, MBNA America will be entitled to damages of twenty dollars
     ($20.00) for each use of each category of information (e.g., names
     addresses, etc.) used in violation of this Section, with the amount of
     damages not to exceed one hundred fifty thousand dollars ($150,000.00) per
     breach. In addition, COLDWATER CREEK agrees that MBNA America shall be
     entitled to injunctive relief to prevent violation or further violation by
     COLDWATER CREEK and/or its employees, volunteers, agents or representatives
     of this Section, and consents to submit to jurisdiction of the courts of
     the State of Delaware and of the United States of America located in the
     State of Delaware for nay actions, suits or proceedings arising out of or
     related to this Section or the Agreement. Nothing herein shall be construed
     a prohibiting MBNA America from pursuing any other remedy on account of
     such breach or threatened breach.

(g)  In the event COLDWATER CREEK receives a request to disclose a Customer List
     pursuant to a subpoena, order of court of competent jurisdiction or by
     judicial or administrative agency or legislative body or committee,
     COLDWATER CREEK agrees to: (i) immediately notify MBNA America of the
     existence, terms and circumstances surrounding such request; (ii) consult
     with MBNA America on the advisability of taking legally available steps to
     resist or narrow such request; and (iii) if disclosure of such Customer
     List is required or deemed advisable, exercise its best efforts to obtain
     an order or other reliable assurance that confidential treatment will be
     accorded to such portion of the Customer List to be disclosed which MBNA
     America designates.

15.  CUSTOMER SERVICE STANDARDS
-------------------------------

(a)  During the term of this Agreement, MBNA America agrees to apply, and to
     meet or exceed then-current applicable regulatory requirements and MBNA
     America customer satisfaction standards that MBNA America utilizes on a
     portfolio-wide basis with respect to its other customers holding equivalent
     types of accounts (e.g. Preferred, Gold., Platinum, as applicable, or Gold
     Reserve, Gold Option or CD
<PAGE>
 
     Deposits or MMDA Deposits). In the event that a recurrent issue concerning
     Customer Service matters comes to the attention of COLDWATER CREEK, then
     COLDWATER CREEK shall notify the then-current MBNA Account Executive
     assigned to COLDWATER CREEK of the issue(s), and such Account Executive
     will investigate the matter and report to COLDWATER CREEK regarding his/her
     findings, along with planned steps to remediate any issues which are found
     to exist within thirty (30) days. Further, upon the request of either
     party, the parties agree to meet within five (5) days of such notice by
     either party, to discuss the Customer Service Standards of MBNA America and
     any material issues relating thereto, with the goal of addressing/resolving
     such issues.

IN WITNESS WHEROF, each of the parties, by its representative, has executed this
Agreement as of the Effective Date.
<PAGE>
 
                                   SCHEDULE A
                                   ----------
                                        
                                        
TERMS AND FEATURES
------------------

Subject to (i) MBNA America's right to vary the Program and its terms and
features, and (ii) the applicable agreement entered into between MBNA America
and each Customer:

A. CREDIT CARD ACCOUNTS
-----------------------

     .    There is NO annual fee

     .    The current annual percentage rate will be a variable rate of prime
          plus 9.9%. For variable rate accounts, there may be an additional
          margin applied on account of the Customer's delinquency.

     .    Customer may be offered opportunities to select credit insurance as a
          benefit under the Program.

B.   GOLD RESERVE ACCOUNTS
--------------------------

"Gold Reserve Account" means a Gold Reserve (R) (as such service mark may be
changed by MBNA America, in its sole discretion, from time to time) revolving
loan account opened by a Member in response to marketing efforts made pursuant
to the Program.

     .    There is NO annual fee for the first six (6) months
     .    The annual fee for the second six (6) months, when applies, is $10.00
     .    Thereafter the annual fee, when applied, is $20.00
     .    The current annual percentage rate is 18.90%

C.   GOLD OPTION ACCOUNTS
-------------------------

"Gold Option Account" means a Gold Option (sm) (as such service mark may be
changed by MBNA America, in its sole discretion, from time to time) revolving
loan account opened by a Member in response to marketing efforts made pursuant
to the Program.

     .    The is NO annual fee.
     .    The current annual percentage rate is 14.99%.
<PAGE>
 
                                   SCHEDULE B
                                   ----------
                                        

ROYALTY ARRANGEMENT
-------------------

During the term of this Agreement, MBNA America will pay COLDWATER CREEK INC. a
Royalty calculated as follows, for those accounts with active charging
privileges. All Royalty payments due hereunder are subject to adjustment by MBNA
America for any prior overpayment of Royalties by MBNA America:

A.   CREDIT CARD ACCOUNTS
-------------------------

     1.   $1.00 (one dollar) for each new Credit Card Account opened, which
          remains open for at least ninety (90) consecutive days and which is
          utilized by the Customer for at least one purchase or cash advance
          which is not subsequently rescinded, the subject of a charge back
          request, or otherwise disputed

     2.   $1.00 (one dollar) for each Credit Card Account for which the annual
          fee is paid by the Customer. If no annual fee is assessed by MBNA
          America (other than as a result of a courtesy waiver by MBNA America),
          then such Royalty will be paid for each Credit Card Account which: 1)
          has a balance greater than zero as of the last business day of every
          twelfth month after the opening of that Credit Card Account; and 2)
          has had active charging privileges for each of the preceding twelve
          months.

     3.   0.50% (one half of one percent) of all retail purchase transaction
          dollar volume generated by Customers using a Credit Card Account
          (excluding those transactions that (1) relate to refunds, returns
          and/or unauthorized transactions, and/or (2) are cash equivalent
          transactions (e.g. the purchase of wire transfers, money orders, bets,
          lottery tickets, or casino gaming chip)).

     4.   1% (one percent) of the finance charges assessed within a calendar
          quarter by the application of the relevant periodic rate(s) to the
          respective average daily balance(s) of certain Credit Card Accounts
          (the "Finance Charges"). This payment shall be calculated as of the
          end of each calendar quarter. The Finance Charges are assessed based
          upon the application of the relevant periodic rate(s) to the average
          daily balances measured as of the end of each of the preceding three
          months. The sum of the Finance Charges assessed during each of the
          three months within the calendar quarter times the above percentage
          rate is the quarterly payment due under this section. Each monthly
          measurement shall include only finance Charges assessed during such
          month, and shall exclude Finance Charges assessed on Credit Card
          Accounts which, as of the day of measurement, are thirty-five (35) or
          more days delinquent or are 10% or more over the assigned credit line
          for such Credit Card Account.

B.   GOLD RESERVE REVOLVING LOAN ACCOUNTS
-----------------------------------------
<PAGE>
 
     1.   $0.50 (fifty cents) for each Gold Reserve Account opened, which
          remains open for at least ninety (90) consecutive days.

     2.   0.25% (twenty-five one-hundredths of one percent) of the average of
          all month-end outstanding balances (excluding transactions that relate
          to credits and unauthorized transactions) in the calendar year for
          each Gold Reserve Account. This Royalty will be paid within sixty (60)
          days of the calendar year end.

     3.   $2.00 (two dollars) for each applicable twelve (12) month period that
          a Customer pays the annual fee on a Gold Reserve Account.

C.   GOLD OPTION REVOLVING LOAN ACCOUNTS
----------------------------------------

     1.   $0.50 (fifty cents) for each Gold Option Account opened, which remains
          open for at least ninety (90) consecutive days.

     2.   0.25% (twenty-five one-hundredths of one percent) of the average of
          all month-end outstanding balances (excluding transactions that relate
          to credits and unauthorized transactions) in the calendar year for
          each Gold Option Account. This Royalty will be paid within sixty (60)
          days of the calendar year end.

     3.   $2.00 (two dollars) for each applicable twelve (12) month period that
          each Gold Option Account remains open.

D.   DEPOSIT ACCOUNTS
---------------------

"CD Deposits" means those deposits in the certificate of deposit Accounts opened
by Members in response to marketing efforts made pursuant to the Program.

"MMDA Deposits" means those deposits in the money market deposit Accounts opened
by members in response to marketing efforts made pursuant to the Program.

     1.   0.10% (ten one-hundredths of one percent) on an annualized basis,
          computed monthly (periodic rate of 0.0083330%) of the average MMDA
          Deposits.

     2.   0.05% (five one-hundredths of one percent) on an annualized basis,
          computed monthly (periodic rate of 0.004167%) of the average CD
          Deposits.

E.   GIP ACCOUNT
----------------

     1.   $35.00 (thirty-five dollars) for each GIP Account opened, which
          remains open for at least ninety (90) consecutive days, and which is
          utilized by the Customer for at least one purchase or cash advance
          which is not subsequently rescinded, the subject of a charge back
          request, or otherwise disputed. Such GIP Accounts will not qualify for
          any other opening-of-an-Account Royalty.

F.   ROYALTY ADVANCE
--------------------
<PAGE>
 
Upon execution of the Agreement by COLDWATER CREEK, MBNA America shall pay to
COLDWATER CREEK the sum of two hundred thousand dollars ($200,000.00) (the
"Advance"), as an advance against future Royalties, subject to the provisions
set forth below.  All Royalties accrued shall, in lieu of direct payment to
COLDWATER CREEK, be applied against the Advance until such time as the Advance
is fully recouped.  Any Royalties accrued thereafter shall be paid to COLDWATER
CREEK as set forth in this Agreement.  Notwithstanding the foregoing, COLDWATER
CREEK hereby promises to pay MBNA America upon demand an amount equal to the
difference between the amount of the Advance and the total amount of accrued
Royalties credited by MBNA America against the Advance as of the date of such
demand, in the event any of the conditions set forth in Clauses (i) through (iv)
below should occur:

     (i)   the Agreement terminates and the amount of the Advance has not been
           fully recouped by MBNA America;

     (ii)  COLDWATER CREEK breaches any of its obligations under this Agreement;

     (iii) MBNA America is prohibited or otherwise prevented from conducting at
           least two (2) direct mail campaigns to the full updated Mailing List
           during each consecutive twelve month period during the term of the
           Agreement; and

     (iv)  MNBA America is prohibited or otherwise prevented from conducting at
           leach one (1) telemarketing campaign to the full updated Mailing List
           during each consecutive twelve month period during the term of the
           Agreement.
<PAGE>
 
                                   SCHEDULE D
                                   ----------
                                        
                                  ENHANCEMENTS
                                  ------------
                                        
A.   Customers will have the opportunity to participate in the enhancement
     program established by COLDWATER CREEK (the "Enhancement Program") which
     will enable such Customers to earn one (1) twenty dollar ($20.00)
     certificate (each, a "Certificate") from COLDWATER CREEK for each two
     thousand ($2,000.00) dollars worth of Adjusted Purchases (as described
     below) on the Credit Card Account, that can be applied toward the purchase
     of merchandise at COLDWATER CREEK retail establishments or from COLDWATER
     CREEK catalogs. For the purpose of calculating Adjusted Purchases dollar
     volume, (i) Adjusted Purchases do not include fees, finance charges,
     credits, returns, refunds, unauthorized transactions and cash advances;
     (ii) each dollar of eligible purchases made from merchants other than
     COLDWATER CREEK shall equal one dollar ($1.00) in Adjusted Purchases, and
     each dollar of eligible purchases made from COLDWATER CREEK catalogs or
     COLDWATER CREEK retail establishments, shall equal five dollars ($5.00) of
     Adjusted Purchases. Certificates may not be combined with any other
     discounts or coupons (other than other Certificates), and can be applied to
     the price of sale merchandise, but shall have no independent cash value.
     Such Certificates may be designated as "COLDWATER CREEK Certificates" or
     such other name as COLDWATER CREEK may designate with the approval of MBNA
     America, which approval shall not be unreasonably withheld or delayed, in
     promotional materials. Certificates are redeemable within one hundred
     eighty (180) days from the date of issue. If the Agreement expires or for
     any reason terminated, COLDWATER CREEK agrees to honor all Certificates
     that were issued as of the date of such termination or expiration through
     each said Certificate's expiration date.

B.   At no cost to COLDWATER CREEK, MBNA America will perform certain agreed
     upon administrative and operational services for COLDWATER CREEK with
     respect to the Enhancement Program. MBNA America will track the
     accumulation of Adjusted Purchases of each Customer and will arrange for
     Customers to receive their Certificates within a reasonable time after such
     Customer has accumulated two thousand ($2,000.00) dollars worth of Adjusted
     Purchases, subject to availability for Certificates.

C.   COLDWATER CREEK shall ensure that its retail and catalog operations honor
     Certificates at the full value stated thereon and shall provide operational
     training materials to COLDWATER CREEK employees so that they understand the
     Enhancement Program. For catalog purchases that use a Certificate,
     COLDWATER CREEK acknowledges that it should risk develop an internal
     process that eliminates or substantially reduces the risk that a
     Certificate used for a catalog purchase has not been used before.

D.   Any tax or similar reporting or remittance obligations imposed by any
     authority upon the awarding or use of Certificates, or documentation
     thereof, shall be solely and exclusively the responsibility of COLDWATER
     CREEK.
<PAGE>
 
E.   As between COLDWATER CREEK and MBNA America, the parties agree that
     COLDWATER CREEK is solely exclusively responsible and liable for all suits,
     causes of action, express or implied warranties, damages, and claims or
     negligence or product liability arising from any and all items sold or to
     be sold by COLDWATER CREEK.

F.   COLDWATER CREEK and MBNA America will review the Enhancement Program
     eighteen (18) months from the execution of this Agreement and at least once
     a year thereafter to insure that it remains economically viable for both
     parties. In the event that the Enhancement Program is not economically
     viable for COLDWATER CREEK the parties will meet to discuss ways in which
     to adjust the Enhancement Program. After said discussion, COLDWATER CREEK
     may adjust the Enhancement Program upon ninety (90) days prior notice to
     MBNA America and forty-five (45) days notice to the Customers.
     Notwithstanding any adjustment to the Enhancement Program, COLDWATER CREEK
     will honor the terms of any Certificate issued prior to the effective date
     of such an adjustment.

During the term of this Agreement, COLDWATER CREEK and MBNA America on an
ongoing basis, will further develop the Enhancement Program.


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