JOINT FILING UNDERTAKINGBlum Capital Partners Lp • May 3rd, 2012 • Retail-shoe stores
LIMITED GUARANTEELimited Guarantee • May 3rd, 2012 • Blum Capital Partners Lp • Retail-shoe stores • Delaware
THIS LIMITED GUARANTEE, dated as of May 1, 2012 (this “Limited Guarantee”), is made by Blum Strategic Partners IV, L.P., a Delaware limited partnership (“Guarantor”), in favor of Collective Brands, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated on or about the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, WBG-PSS Holdings LLC, a Delaware limited liability company (“Parent”), and WBG-PSS Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
INTERIM AGREEMENTInterim Agreement • May 3rd, 2012 • Blum Capital Partners Lp • Retail-shoe stores • Delaware
This Interim Agreement (this “Agreement”) is made as of May 1, 2012, by and among WBG-PSS Holdings LLC, a Delaware limited liability company (“Parent”), WBG-PSS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Wolverine World Wide, Inc., a Delaware corporation (“Wolverine”); Golden Gate Capital Opportunity Fund, L.P. (together with its affiliated investment funds, “Golden Gate”); and Blum Strategic Partners IV, L.P. (together with its affiliated investment funds, “Blum”, and collectively with Wolverine and Golden Gate, the “Parties”). Blum and Golden Gate are also referred to herein as the “Sponsors”. Capitalized terms used but not defined herein shall have the meanings given thereto in the Merger Agreement (as defined below) unless otherwise specified.
FORM OF VOTING UNDERTAKINGMerger Agreement • May 3rd, 2012 • Blum Capital Partners Lp • Retail-shoe stores
Reference is made to Section 6.13 of the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among Collective Brands, Inc., a Delaware corporation (the “Company”), WBG—PSS Merger Sub Inc., a Delaware limited liability company (“Parent”), WBG—PSS Holdings LLC, a newly formed Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and, with respect to certain provisions therein, Wolverine World Wide, Inc., a Delaware corporation, which provides for, among other things, the merger of Merger Sub with and into the Company, on the terms and subject to the conditions set forth therein. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
SPONSORS AGREEMENTSponsors Agreement • May 3rd, 2012 • Blum Capital Partners Lp • Retail-shoe stores • Delaware
This Sponsors Agreement (this “Agreement”) is made as of May 1, 2012, by and between Golden Gate Private Equity, Inc. and its affiliated investment funds ( “Golden Gate”); and Blum Capital Partners, L.P. and its affiliated investment funds (“Blum”, and collectively with Golden Gate, the “Sponsors”). Capitalized terms used but not defined herein shall have the meanings given thereto in the Merger Agreement (as defined below) unless otherwise specified.
