EXHIBIT 10.22 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of December 12, 2003, by and between BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (the "Company"), and Mark Ianni ("Employee"). W I T N E S S...Employment Agreement • January 20th, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri
RECITALSRegistration Rights Agreement • April 16th, 2002 • Bakers Footwear Group Inc • New York
WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK OF WEISS AND NEUMAN SHOE CO.Bakers Footwear Group Inc • April 16th, 2002 • Missouri
EXHIBIT 10.8.1 THIS AMENDED AND RESTATED WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE...Bakers Footwear Group Inc • December 4th, 2003 • Retail-shoe stores • Missouri
EXHIBIT 10.17 ======================================= AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT FLEET RETAIL FINANCE INC. THE LENDER BAKERS FOOTWEAR GROUP, INC. F/K/A WEISS AND NEUMAN SHOE CO. THE BORROWER TABLE OF CONTENTSLoan and Security Agreement • December 4th, 2003 • Bakers Footwear Group Inc • Retail-shoe stores
EXHIBIT 10.15 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of Jan. 12th, 2004, by and between Bakers Footwear Group, Inc., a Missouri corporation (the "Company"), and Peter A. Edison ("Executive"). W I T N E...Employment Agreement • January 20th, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri
WITNESSETH:Employment Agreement • January 20th, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri
BAKERS FOOTWEAR GROUP, INC., RYAN BECK & CO., INC. AND BB&T CAPITAL MARKETSWarrant Agreement • April 2nd, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • New York
EXHIBIT 10.7.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND ACCORDINGLY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION...Bakers Footwear Group Inc • December 4th, 2003 • Retail-shoe stores • Missouri
RECITALSSoftware License Agreement • January 20th, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • Arizona
COMMON STOCKBakers Footwear Group Inc • April 2nd, 2004 • Retail-shoe stores • New York
EXHIBIT 10.17.4 =============================================================== ================= SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT FLEET RETAIL FINANCE INC. ===========================================...Loan Agreement • December 4th, 2003 • Bakers Footwear Group Inc • Retail-shoe stores • Massachusetts
BAKERS FOOTWEAR GROUP, INC., RYAN BECK & CO., INC. AND BB&T CAPITAL MARKETSWarrant Agreement • January 20th, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • New York
RECITALSPurchase Agreement • April 16th, 2002 • Bakers Footwear Group Inc • Delaware
ARTICLE I. DEFINITIONSTax Indemnification Agreement • April 2nd, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri
COMMON STOCKBakers Footwear Group Inc • January 20th, 2004 • Retail-shoe stores • New York
AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • January 8th, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • Massachusetts
EXHIBIT 10.6 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND ACCORDINGLY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION...Bakers Footwear Group Inc • April 16th, 2002 • Missouri
WITNESSETH:Fourth Amendment Agreement • January 30th, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • Massachusetts
WITNESSETH:And Consent Agreement • January 8th, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • Massachusetts
WITNESSETHDebenture Purchase Agreement • April 16th, 2002 • Bakers Footwear Group Inc • New York
RECITALSTransportation Contract • June 4th, 2002 • Bakers Footwear Group Inc • Retail-shoe stores • Pennsylvania
RECITALSAssignment of Rights • April 16th, 2002 • Bakers Footwear Group Inc
EMPLOYMENT AGREEMENTEmployment Agreement • April 24th, 2007 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of August 28, 2006, by and between BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (the “Company”), and Lawrence L. Spanley, Jr. (“Employee”).
NONQUALIFIED STOCK OPTION AGREEMENT UNDER BAKERS FOOTWEAR GROUP, INC.Nonqualified Stock Option Agreement • March 22nd, 2006 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri
THIS AGREEMENT (“Agreement”), made this day of , 2 , by and between BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (hereinafter called the “Company”), and (hereinafter called “Optionee”);
EXPLANATORY NOTE: “*” INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SECOND LIEN CREDIT AGREEMENT by and among BAKERS...Registration Rights Agreement • October 14th, 2009 • Bakers Footwear Group Inc • Retail-shoe stores • California
THIS SECOND LIEN CREDIT AGREEMENT (this “Agreement”), is entered into as of February 1, 2008, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), PRIVATE EQUITY MANAGEMENT GROUP, INC., a Nevada corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (“Borrower”).
EXHIBIT 10.31 February 4, 2004 Bakers Footwear Group, Inc. 2815 Scott Avenue St. Louis, Missouri 63103 Ladies and Gentlemen: This letter, when executed by the parties hereto, will constitute an agreement between Bakers Footwear Group, Inc., a Missouri...Bakers Footwear Group Inc • April 2nd, 2004 • Retail-shoe stores • New York
SUBORDINATION AGREEMENTSubordination Agreement • August 27th, 2010 • Bakers Footwear Group Inc • Retail-shoe stores • Massachusetts
This Subordination Agreement (this “Agreement”) is made as of August 26, 2010 by and among Bakers Footwear Group, Inc. (the “Company”), Steven Madden, Ltd. (the “Subordinated Creditor”) and Bank of America, N. A. (the “Senior Lender”) (the Subordinated Creditor and the Senior Lender, collectively, the “Creditors”). The Company and the Senior Lender are parties to that certain Second Amended and Restated Loan and Security Agreement dated as of August 31, 2006 (as amended, restated, modified and/or supplemented from time to time, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Loan Agreement.
VOTING AGREEMENTVoting Agreement • August 27th, 2010 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri
THIS VOTING AGREEMENT (this “Agreement”), dated as of August 26, 2010, is between Bakers Footwear Group, Inc., a Missouri corporation (the “Company”), Peter A. Edison (“Edison”) and Steven Madden, Ltd., a Delaware corporation (the “Investor”).
AMENDMENT NUMBER 2 TO LOAN DOCUMENTSLoan Documents • April 15th, 2009 • Bakers Footwear Group Inc • Retail-shoe stores • California
THIS AMENDMENT NUMBER 2 TO LOAN DOCUMENTS (this "Second Amendment"), is entered into as of April 9, 2009 by and between GVECR II 2007 E Trust dated December 17, 2007 ("Lender"), PRIVATE EQUITY MANAGEMENT GROUP, INC., a Nevada corporation, as the arranger and administrative agent for the Lenders (in such capacity, "Agent") under the Credit Agreement (as defined herein) and in its capacity as a “Security holder” under the Registration Rights Agreement (as defined herein), and BAKERS FOOTWEAR GROUP, INC., a Missouri corporation ("Borrower"), in its capacities as party to both the Credit Agreement and the Registration Rights Agreement.
AMENDED AND RESTATED REVOLVING CREDIT NOTE BANK OF AMERICA, N.A. Boston, Massachusetts As of August 31, 2006Bakers Footwear Group Inc • September 7th, 2006 • Retail-shoe stores
This is the “Revolving Credit Note” to which reference is made in the Loan Agreement and is subject to all terms and provisions thereof. The principal of, and interest on, this Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein.
EXPLANATORY NOTE: “*” INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. AMENDMENT NUMBER 1 TO LOAN DOCUMENTSLoan Documents • September 10th, 2009 • Bakers Footwear Group Inc • Retail-shoe stores • California
THIS AMENDMENT NUMBER 1 TO LOAN DOCUMENTS (this “First Amendment”), is entered into as of May 9, 2008, by and between GVECR II 2007 E Trust dated December 17, 2007 (“Lender”), PRIVATE EQUITY MANAGEMENT GROUP, INC., a Nevada corporation, as the arranger and administrative agent for the Lenders (in such capacity, “Agent”) under the Credit Agreement (as defined herein) and in its capacity as a “Security holder” under the Registration Rights Agreement (as defined herein), and BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (“Borrower”), in its capacities as party to both the Credit Agreement and the Registration Rights Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • May 2nd, 2008 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into on December ___, 2007, by and between Michele A. Bergerac (hereinafter “Bergerac”), a Missouri resident, and Bakers Footwear Group, Inc. (hereinafter the “Company”) (collectively, the “Parties”). For and in consideration of the following promises, the parties agree to the following:
AMENDMENT NUMBER 4 TO LOAN DOCUMENTSLoan Documents • March 25th, 2010 • Bakers Footwear Group Inc • Retail-shoe stores • California
THIS AMENDMENT NUMBER 4 TO LOAN DOCUMENTS (this “Fourth Amendment”), is entered into as of March 23, 2010 by and between GVECR II 2007 E Trust dated December 17, 2007 (“Lender”), PRIVATE EQUITY MANAGEMENT GROUP, INC., a Nevada corporation, as the arranger and administrative agent for the Lender (in such capacity, “Agent”) under the Credit Agreement (as defined herein) and in its capacity as a “Security holder” under the Registration Rights Agreement (as defined herein), and BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (“Borrower”), in its capacities as party to both the Credit Agreement and the Registration Rights Agreement.
EXHIBIT 10.17.6 =============================================================== ================= LIMITED GUARANTY OF COLLECTION FLEET RETAIL FINANCE INC. ==== ============================================================================Bakers Footwear Group Inc • January 30th, 2004 • Retail-shoe stores • Massachusetts
