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”).
EXHIBIT A FORM OF DEBENTUREBakers Footwear Group Inc • August 27th, 2010 • Retail-shoe stores
THIS SUBORDINATED DEBENTURE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE, IN THE MANNER AND TO THE EXTENT SET FORTH IN (I) THAT SUBORDINATION AGREEMENT DATED AS OF AUGUST 26, 2010, BY AND AMONG BAKERS FOOTWEAR GROUP, INC., STEVEN MADDEN, LTD., AND BANK OF AMERICA, N.A. (“BA”), (II) THAT SUBORDINATION AGREEMENT DATED AS OF AUGUST 26, 2010, BY AND AMONG BAKERS FOOTWEAR GROUP, INC., STEVEN MADDEN, LTD., AND PRIVATE EQUITY MANAGEMENT GROUP, INC. (“PEMG”), AND (III) THAT SUBORDINATION AGREEMENT DATED AS OF AUGUST 26, 2010, BY AND AMONG BAKERS FOOTWEAR GROUP, INC., STEVEN MADDEN, LTD., AND THE HOLDERS OF CERTAIN SUBORDINATED CONVERTIBLE DEBENTURES DUE JUNE 30, 2012 AND DATED JUNE 26, 2007 IN THE AGGREGATE FACE AMOUNT OF $4,000,000 (THE “DEBENTURE HOLDERS”; TOGETHER WITH BA AND PEMG, THE “SENIOR LENDERS”) (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, COLLECTIVELY, THE “SUBORDINATION AGREEMENTS”), TO ALL INDEBTEDNESS OWED BY THE MAKER OF THIS SUBORDINATED DEBENTUR
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2010 • Bakers Footwear Group Inc • Retail-shoe stores • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of August, 2010, by and among Bakers Footwear Group, Inc., a Missouri corporation (the “Company”), and Steven Madden, Ltd., a Delaware corporation (the “Securityholder”).
DEBENTURE AND STOCK PURCHASE AGREEMENTDebenture and Stock Purchase Agreement • August 27th, 2010 • Bakers Footwear Group Inc • Retail-shoe stores • New York
THIS DEBENTURE AND STOCK PURCHASE AGREEMENT (together with the Disclosure Schedules hereto, this “Agreement”) is entered into as of the 26th day of August, 2010, by and among BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (the “Company”), and Steven Madden, Ltd., a Delaware corporation (the “Investor”).
August 26, 2010 Bakers Footwear Group, Inc. 2815 Scott Avenue, Suite C St. Louis, Missouri 63103Bakers Footwear Group Inc • August 27th, 2010 • Retail-shoe stores
Reference is made to a certain Second Amended and Restated Loan and Security Agreement dated as of August 31, 2006 (as amended and in effect, the “Loan Agreement”) between Bakers Footwear Group, Inc. (f/k/a Weiss and Neuman Shoe Co.) (the “Borrower”) and Bank of America, N.A. (the “Bank”). All capitalized terms used herein, and not otherwise defined, shall have the same meaning herein as in the Loan Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • August 27th, 2010 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri
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 the holders of the Convertible Debentures (as hereinafter defined) (each, a “Senior Lender” and, collectively, the “Senior Lenders”) (the Subordinated Creditor and the Senior Lenders, collectively, the “Creditors”). The Company and the Senior Lenders are parties to one or more Subordinated Convertible Debentures due June 30, 2012 and dated June 26, 2007 in the aggregate face amount of $4,000,000 (collectively and as amended, restated, modified and/or supplemented from time to time, the “Convertible Debentures”). Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Convertible Debentures.
August 26, 2010 Bakers Footwear Group, Inc. 2815 Scott Avenue, Suite C St. Louis, Missouri 63103Bakers Footwear Group Inc • August 27th, 2010 • Retail-shoe stores
We hereby refer to that certain Second Amended and Restated Loan and Security Agreement dated as of August 31, 2006 (as amended and in effect, the “Loan Agreement”) between Bakers Footwear Group, Inc. (f/k/a Weiss and Neuman Shoe Co.) (the “Borrower”) and Bank of America, N.A. (the “Bank”). All capitalized terms used herein, and not otherwise defined, shall have the same meaning herein as in the Loan Agreement.
