SECOND LIEN CREDIT AGREEMENT by and among BAKERS FOOTWEAR GROUP, INC. as Borrower, and THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and PRIVATE EQUITY MANAGEMENT GROUP, INC. as the Arranger and Administrative Agent Dated as of February 1, 2008Second Lien Credit Agreement • February 4th, 2008 • 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").
GENERAL RELEASE AND AGREEMENT TO AMEND EMPLOYMENT AGREEMENTGeneral Release and Agreement to Amend Employment Agreement • February 4th, 2008 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri
THIS GENERAL RELEASE AND AGREEMENT TO AMEND EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on February 1, 2008, by and between Lawrence L. Spanley, Jr. (hereinafter “Employee”), 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:
SUBORDINATION AGREEMENTSubordination Agreement • February 4th, 2008 • Bakers Footwear Group Inc • Retail-shoe stores • Massachusetts
This Subordination Agreement (this “Agreement”) is made as of February 1, 2008 by and among Bakers Footwear Group, Inc. (the “Company”), Private Equity Management Group, Inc., as agent for certain Lenders described below (the “Subordinated Creditor”) and Bank of America, N. A. (“Senior Lender”) (the Subordinated Creditor and the Senior Lender, collectively, the “Creditors”). 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, 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.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 4th, 2008 • Bakers Footwear Group Inc • Retail-shoe stores • Massachusetts
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Second Amendment”) is made as of this 1st day of February, 2008 by and among
SECURITY AGREEMENTSecurity Agreement • February 4th, 2008 • Bakers Footwear Group Inc • Retail-shoe stores • California
This SECURITY AGREEMENT (this “Agreement”) is made as of February 1, 2008, by the Grantor listed on the signature pages hereof “Grantor”), and PRIVATE EQUITY MANAGEMENT GROUP, INC., a Nevada corporation, in its capacity as administrative agent for the Lender Group (together with its successors, “Agent”).
SUBORDINATION AGREEMENTSubordination Agreement • February 4th, 2008 • Bakers Footwear Group Inc • Retail-shoe stores • California
This Subordination Agreement (this “Agreement”) is made as of February 1, 2008 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 Private Equity Management Group, Inc., as Administrative Agent for the Lenders described below (“Senior Lender”). The Company and Subordinated Creditors are parties to one or more Subordinated Convertible Debentures due June 30, 2012 and dated June 26, 2007 in the aggregate face amount of $4,000,000.00 (collectively, the “Subordinated Debentures”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2008 • Bakers Footwear Group Inc • Retail-shoe stores • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of February, 2008, by and among Bakers Footwear Group, Inc., a Missouri corporation (the “Company”), and each of the holders of the Shares (as defined below) set forth on Exhibit A hereto (each a “Securityholder” and, collectively, the “Securityholders”).
SUBORDINATED TERM NOTESubordinated Term Note • February 4th, 2008 • Bakers Footwear Group Inc • Retail-shoe stores • California
THIS SUBORDINATED TERM NOTE (“NOTE”) 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 “SENIOR LOAN SUBORDINATION AGREEMENT”) DATED AS OF FEBRUARY 1, 2008 BETWEEN AND AMONG BAKERS FOOTWEAR GROUP, INC., A MISSOURI CORPORATION (THE “COMPANY”), EACH OF THE SUBORDINATED CREDITORS SET FORTH ON THE SIGNATURE PAGES THERETO AND BANK OF AMERICA, N.A. (“SENIOR LENDER”), TO ALL INDEBTEDNESS OWED BY THE MAKER OF THIS NOTE TO THE SENIOR LENDER, AND THE LENDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SENIOR LOAN SUBORDINATION AGREEMENT.
dated as of February 1, 2008Fee Letter • February 4th, 2008 • Bakers Footwear Group Inc • Retail-shoe stores • California
