REGISTRATION RIGHTS AGREEMENT by and among Brown Shoe Company, Inc. and The Guarantors listed on Schedule A hereto and Banc of America Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated ABN AMRO Incorporated Wells Fargo Securities, LLC...Registration Rights Agreement • April 26th, 2005 • Brown Shoe Co Inc • Footwear, (no rubber) • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of April 19, 2005 (the “Purchase Agreement”), by and among the Company, the Guarantors party thereto and the Initial Purchasers (i) for the Initial Purchasers’ benefit and (ii) for the benefit of the holders from time to time of the Notes (including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement.
EARNOUT AGREEMENTEarnout Agreement • April 26th, 2005 • Brown Shoe Co Inc • Footwear, (no rubber)
This Earnout Agreement (this “Agreement”) is made as of the 22nd day of April, 2005, by and among the Sellers, Heritage Partners Management Company, LLP, a Delaware limited liability partnership, as the Representative (the “Representative”), and Brown Shoe Company, Inc., a New York corporation (the “Buyer”).
