Bakers Footwear Group Inc Sample Contracts

Bakers Footwear Group Inc – TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT (April 27th, 2012)

THIS TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”), dated as of December 28, 2011 (the “Effective Date”), is made by and among Bakers Footwear Group, Inc., a Missouri corporation (“Bakers”), on the one hand, and Steven Madden, Ltd., a Delaware corporation (“Madden”), on the other hand. Madden and Bakers may be referred to herein individually as a “Party” or collectively as the “Parties.”

Bakers Footwear Group Inc – Third Amendment to Subordinated Convertible Debentures and Subordinated Convertible Debenture Purchase Agreement (the “Amendment”) (April 27th, 2012)

Reference is made to the subordinated convertible debentures initially due 2012, as amended (the “Debentures”), originally issued by Bakers Footwear Group, Inc. (the “Company”) to the persons listed on Exhibit A hereto (the “Investors”) on June 26, 2007. Reference is also made to that certain Subordinated Convertible Debenture Purchase Agreement, as amended, dated June 13, 2007 by and between the Company and the Investors (the “Debenture Purchase Agreement” and collectively with Debentures the “Debenture Documents”).

Bakers Footwear Group Inc – BAKERS FOOTWEAR GROUP, INC. 2012 INCENTIVE COMPENSATION PLAN RSU AWARD AGREEMENT (April 20th, 2012)

The Compensation Committee of the Board of Directors (the “Committee”) has granted to the undersigned Participant an award (“Award”) of [            (            )] restricted stock units (“RSUs”). Each RSU shall entitle the Participant to receive one share of Common Stock, par value $0.0001 per share (“Common Stock”) of Bakers Footwear Group, Inc. (the “Company”) under the terms of the Plan upon vesting in the future in accordance with and subject to all other terms and conditions described in this Award Agreement. This Award is subject to all the terms of the Plan, a copy of which has been delivered to the Participant.

Bakers Footwear Group Inc – BAKERS FOOTWEAR GROUP, INC. 2012 INCENTIVE COMPENSATION PLAN (April 20th, 2012)
Bakers Footwear Group Inc – Second Amendment to Subordinated Convertible Debentures and Subordinated Convertible Debenture Purchase Agreement (the “Amendment”) (July 5th, 2011)

Reference is made to the subordinated convertible debentures due 2012, as amended (the “Debentures”), originally issued by Bakers Footwear Group, Inc. (the “Company”) to the persons listed on Exhibit A hereto (the “Investors”) on June 26, 2007. Reference is also made to that certain Subordinated Convertible Debenture Purchase Agreement dated June 13, 2007 by and between the Company and the Investors (the “Debenture Purchase Agreement” and collectively with Debentures the “Debenture Documents”).

Bakers Footwear Group Inc – SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (July 5th, 2011)

This SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Sixth Amendment”) is made as of this 30th day of June, 2011 by and among

Bakers Footwear Group Inc – AMENDED AND RESTATED SUBORDINATION AGREEMENT (July 5th, 2011)

This Amended and Restated Subordination Agreement (this “Agreement”) is made as of June 30, 2011 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 and in effect, and as may be further 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.

Bakers Footwear Group Inc – Summary of March 16, 2011 Restricted Stock Grants to Executive Officers and Non-Management Directors of Bakers Footwear Group, Inc. (June 14th, 2011)

The following table sets forth for each of the Company’s executive officers and non-management directors the amount of restricted stock granted to each executive officer and non-management director on March 16, 2011:

Bakers Footwear Group Inc – Company Contact: (September 17th, 2010)
Bakers Footwear Group Inc – AMENDMENT NUMBER 5 TO LOAN DOCUMENTS (September 14th, 2010)

THIS AMENDMENT NUMBER 5 TO LOAN DOCUMENTS (this “Fifth Amendment”), is entered into as of August 26, 2010 by and between GVECR II 2007 E Trust dated December 17, 2007 (“Lender”), PRIVATE EQUITY MANAGEMENT GROUP, INC., a Nevada corporation, as the arranger and administrative agent for the Lender (in such capacity, “Agent”) under the Credit Agreement (as defined herein) and in its capacity as a “Security holder” under the Registration Rights Agreement (as defined herein), and BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (“Borrower”), in its capacities as party to both the Credit Agreement and the Registration Rights Agreement.

Bakers Footwear Group Inc – SUBORDINATION AGREEMENT (August 27th, 2010)

This Subordination Agreement (this “Agreement”) is made as of August 25, 2010 by and among Bakers Footwear Group, Inc. (the “Company”), Steven Madden, Ltd. (the “Subordinated Creditor”) and Private Equity Management Group, Inc., as Administrative Agent for certain lenders described below (the “Senior Lender”) (the Subordinated Creditor and the Senior Lender, collectively, the “Creditors”). The Company, the Senior Lender and the lenders party thereto are parties to that certain Second Lien Credit Agreement dated February 1, 2008 (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.

Bakers Footwear Group Inc – REGISTRATION RIGHTS AGREEMENT (August 27th, 2010)

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”).

Bakers Footwear Group Inc – VOTING AGREEMENT (August 27th, 2010)

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”).

Bakers Footwear Group Inc – SUBORDINATION AGREEMENT (August 27th, 2010)

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.

Bakers Footwear Group Inc – DEBENTURE AND STOCK PURCHASE AGREEMENT (August 27th, 2010)

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”).

Bakers Footwear Group Inc – SUBORDINATION AGREEMENT (August 27th, 2010)

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.

Bakers Footwear Group Inc – EXHIBIT A FORM OF DEBENTURE (August 27th, 2010)

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

Bakers Footwear Group Inc – FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (May 28th, 2010)

This FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Fifth Amendment”) is made as of this 28th day of May, 2010 by and among

Bakers Footwear Group Inc – First Amendment to Subordinated Convertible Debentures and Subordinated Convertible Debenture Purchase Agreement (the “Amendment”) (April 23rd, 2010)

Reference is made to the subordinated convertible debentures due 2012 (the “Debentures”) originally issued by Bakers Footwear Group, Inc. (the “Company”) to the persons listed on Exhibit A hereto (the “Investors”) on June 26, 2007.  Reference is also made to that certain Subordinated Convertible Debenture Purchase Agreement dated June 13, 2007 by and between the Company and the Investors (the “Debenture Purchase Agreement” and collectively with Debentures the “Debenture Documents”).

Bakers Footwear Group Inc – AMENDMENT NUMBER 4 TO LOAN DOCUMENTS (March 25th, 2010)

THIS AMENDMENT NUMBER 4 TO LOAN DOCUMENTS (this “Fourth Amendment”), is entered into as of March 23, 2010 by and between GVECR II 2007 E Trust dated December 17, 2007 (“Lender”), PRIVATE EQUITY MANAGEMENT GROUP, INC., a Nevada corporation, as the arranger and administrative agent for the Lender (in such capacity, “Agent”) under the Credit Agreement (as defined herein) and in its capacity as a “Security holder” under the Registration Rights Agreement (as defined herein), and BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (“Borrower”), in its capacities as party to both the Credit Agreement and the Registration Rights Agreement.

Bakers Footwear Group Inc – EXPLANATORY NOTE: “*” INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 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, 2008 (October 14th, 2009)

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”).

Bakers Footwear Group Inc – AMENDMENT NUMBER 3 TO LOAN DOCUMENTS (September 10th, 2009)

THIS AMENDMENT NUMBER 3 TO LOAN DOCUMENTS (this “Third Amendment”), is entered into as of September 3, 2009 by and between GVECR II 2007 E Trust dated December 17, 2007 (“Lender”), PRIVATE EQUITY MANAGEMENT GROUP, INC., a Nevada corporation, as the arranger and administrative agent for the Lenders (in such capacity, “Agent”) under the Credit Agreement (as defined herein) and in its capacity as a “Security holder” under the Registration Rights Agreement (as defined herein), and BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (“Borrower”), in its capacities as party to both the Credit Agreement and the Registration Rights Agreement.

Bakers Footwear Group Inc – EXPLANATORY NOTE: “*” INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 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, 2008 (September 10th, 2009)

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”).

Bakers Footwear Group Inc – SECURITY AGREEMENT (September 10th, 2009)

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”).

Bakers Footwear Group Inc – EXPLANATORY NOTE: “*” INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. AMENDMENT NUMBER 1 TO LOAN DOCUMENTS (September 10th, 2009)

THIS AMENDMENT NUMBER 1 TO LOAN DOCUMENTS (this “First Amendment”), is entered into as of May 9, 2008, by and between GVECR II 2007 E Trust dated December 17, 2007 (“Lender”), PRIVATE EQUITY MANAGEMENT GROUP, INC., a Nevada corporation, as the arranger and administrative agent for the Lenders (in such capacity, “Agent”) under the Credit Agreement (as defined herein) and in its capacity as a “Security holder” under the Registration Rights Agreement (as defined herein), and BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (“Borrower”), in its capacities as party to both the Credit Agreement and the Registration Rights Agreement.

Bakers Footwear Group Inc – REGISTRATION RIGHTS AGREEMENT (September 10th, 2009)

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”).

Bakers Footwear Group Inc – FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (September 10th, 2009)

This FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Fourth Amendment”) is made as of this 8 day of September, 2009 by and among

Bakers Footwear Group Inc – THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (April 15th, 2009)

This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Third Amendment”) is made as of this 9th day of April, 2009 by and among

Bakers Footwear Group Inc – AMENDMENT NUMBER 2 TO LOAN DOCUMENTS (April 15th, 2009)

THIS AMENDMENT NUMBER 2 TO LOAN DOCUMENTS (this "Second Amendment"), is entered into as of April 9, 2009 by and between GVECR II 2007 E Trust dated December 17, 2007 ("Lender"), PRIVATE EQUITY MANAGEMENT GROUP, INC., a Nevada corporation, as the arranger and administrative agent for the Lenders (in such capacity, "Agent") under the Credit Agreement (as defined herein) and in its capacity as a “Security holder” under the Registration Rights Agreement (as defined herein), and BAKERS FOOTWEAR GROUP, INC., a Missouri corporation ("Borrower"), in its capacities as party to both the Credit Agreement and the Registration Rights Agreement.

Bakers Footwear Group Inc – Company Contact: (April 15th, 2009)
Bakers Footwear Group Inc – AMENDMENT NUMBER 1 TO LOAN DOCUMENTS (June 17th, 2008)

THIS AMENDMENT NUMBER 1 TO LOAN DOCUMENTS (this “First Amendment”), is entered into as of May 9, 2008, by and between GVECR II 2007 E Trust dated December 17, 2007 (“Lender”), PRIVATE EQUITY MANAGEMENT GROUP, INC., a Nevada corporation, as the arranger and administrative agent for the Lenders (in such capacity, “Agent”) under the Credit Agreement (as defined herein) and in its capacity as a “Security holder” under the Registration Rights Agreement (as defined herein), and BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (“Borrower”), in its capacities as party to both the Credit Agreement and the Registration Rights Agreement.

Bakers Footwear Group Inc – AMENDMENT NUMBER 1 TO LOAN DOCUMENTS (May 9th, 2008)

THIS AMENDMENT NUMBER 1 TO LOAN DOCUMENTS (this “First Amendment”), is entered into as of May 9, 2008, by and between GVECR II 2007 E Trust dated December 17, 2007 (“Lender”), PRIVATE EQUITY MANAGEMENT GROUP, INC., a Nevada corporation, as the arranger and administrative agent for the Lenders (in such capacity, “Agent”) under the Credit Agreement (as defined herein) and in its capacity as a “Security holder” under the Registration Rights Agreement (as defined herein), and BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (“Borrower”), in its capacities as party to both the Credit Agreement and the Registration Rights Agreement.

Bakers Footwear Group Inc – Company Contact: Charles R. Daniel, III Vice President – Finance (May 8th, 2008)
Bakers Footwear Group Inc – SEPARATION AGREEMENT AND GENERAL RELEASE (May 2nd, 2008)

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into on December ___, 2007, by and between Michele A. Bergerac (hereinafter “Bergerac”), 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:

Bakers Footwear Group Inc – 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, 2008 (February 4th, 2008)

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").