DEBENTURESubordinated Convertible Debenture • July 2nd, 2007 • Bakers Footwear Group Inc • Retail-shoe stores
THIS SUBORDINATED CONVERTIBLE DEBENTURE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE, IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT SUBORDINATION AGREEMENT (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JUNE 26, 2007 BETWEEN AND AMONG BAKERS FOOTWEAR GROUP, INC., EACH OF THE SUBORDINATED CREDITORS SET FORTH ON THE SIGNATURE PAGES THERETO AND THE SENIOR LENDER NAMED THEREIN, TO ALL INDEBTEDNESS OWED BY THE MAKER OF THIS SUBORDINATED CONVERTIBLE DEBENTURE TO THE SENIOR LENDER, AND THE HOLDER OF THIS SUBORDINATED DEBENTURE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
SUBORDINATED CONVERTIBLE DEBENTURE PURCHASE AGREEMENTSubordinated Convertible Debenture Purchase Agreement • July 2nd, 2007 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri
THIS SUBORDINATED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (together with the Disclosure Schedules hereto, this “Agreement”) is entered into as of the 13th day of June, 2007, by and among BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (the “Company”), and each of the investors listed on Exhibit A attached to this Agreement (each an “Investor” and collectively, the “Investors”).
SUBORDINATION AGREEMENTSubordination Agreement • July 2nd, 2007 • Bakers Footwear Group Inc • Retail-shoe stores • Massachusetts
This Subordination Agreement (this "Agreement") is made as of June 26, 2007 by and among Bakers Footwear Group, Inc. (the "Company"), each of the Investors set forth on the signature pages hereto (each, a “Subordinated Creditor” and, collectively, the "Subordinated Creditors") and Bank of America, N. A. (“Senior Lender”). The Company and Senior Lender are parties to the Second Amended and Restated Loan and Security Agreement dated as of August 31, 2006 (as amended, stated, 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.
EXTENSION AGREEMENTExtension Agreement • July 2nd, 2007 • Bakers Footwear Group Inc • Retail-shoe stores • Massachusetts
BANK OF AMERICA, N.A. (the “Lender”), a national banking association and successor by merger to Fleet Retail Finance, Inc., with offices at 100 Federal Street , Boston, MA 02110,
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2007 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of June, 2007, by and among Bakers Footwear Group, Inc., a Missouri corporation (the “Company”), and each of the holders of the Debentures (as defined below) set forth on Exhibit A hereto (each a “Securityholder” and, collectively, the “Securityholders”).
