Bakers Footwear Group Inc Sample Contracts

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RECITALS
Registration Rights Agreement • April 16th, 2002 • Bakers Footwear Group Inc • New York
WITNESSETH:
Employment Agreement • January 20th, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri
BAKERS FOOTWEAR GROUP, INC., RYAN BECK & CO., INC. AND BB&T CAPITAL MARKETS
Warrant Agreement • April 2nd, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • New York
RECITALS
Software License Agreement • January 20th, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • Arizona
COMMON STOCK
Bakers Footwear Group Inc • April 2nd, 2004 • Retail-shoe stores • New York
BAKERS FOOTWEAR GROUP, INC., RYAN BECK & CO., INC. AND BB&T CAPITAL MARKETS
Warrant Agreement • January 20th, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • New York
RECITALS
Purchase Agreement • April 16th, 2002 • Bakers Footwear Group Inc • Delaware
ARTICLE I. DEFINITIONS
Tax Indemnification Agreement • April 2nd, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri
COMMON STOCK
Bakers Footwear Group Inc • January 20th, 2004 • Retail-shoe stores • New York
AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT
Intercreditor and Subordination Agreement • January 8th, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • Massachusetts
WITNESSETH:
Fourth Amendment Agreement • January 30th, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • Massachusetts
WITNESSETH:
And Consent Agreement • January 8th, 2004 • Bakers Footwear Group Inc • Retail-shoe stores • Massachusetts
WITNESSETH
Debenture Purchase Agreement • April 16th, 2002 • Bakers Footwear Group Inc • New York
RECITALS
Transportation Contract • June 4th, 2002 • Bakers Footwear Group Inc • Retail-shoe stores • Pennsylvania
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RECITALS
Assignment of Rights • April 16th, 2002 • Bakers Footwear Group Inc
EMPLOYMENT AGREEMENT
Employment Agreement • April 24th, 2007 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of August 28, 2006, by and between BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (the “Company”), and Lawrence L. Spanley, Jr. (“Employee”).

NONQUALIFIED STOCK OPTION AGREEMENT UNDER BAKERS FOOTWEAR GROUP, INC.
Nonqualified Stock Option Agreement • March 22nd, 2006 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri

THIS AGREEMENT (“Agreement”), made this day of , 2 , by and between BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (hereinafter called the “Company”), and (hereinafter called “Optionee”);

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...
Registration Rights Agreement • October 14th, 2009 • 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”).

SUBORDINATION AGREEMENT
Subordination Agreement • August 27th, 2010 • Bakers Footwear Group Inc • Retail-shoe stores • Massachusetts

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.

VOTING AGREEMENT
Voting Agreement • August 27th, 2010 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri

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”).

AMENDMENT NUMBER 2 TO LOAN DOCUMENTS
Loan Documents • April 15th, 2009 • Bakers Footwear Group Inc • Retail-shoe stores • California

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.

AMENDED AND RESTATED REVOLVING CREDIT NOTE BANK OF AMERICA, N.A. Boston, Massachusetts As of August 31, 2006
Bakers Footwear Group Inc • September 7th, 2006 • Retail-shoe stores

This is the “Revolving Credit Note” to which reference is made in the Loan Agreement and is subject to all terms and provisions thereof. The principal of, and interest on, this Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein.

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
Loan Documents • September 10th, 2009 • Bakers Footwear Group Inc • Retail-shoe stores • California

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.

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • May 2nd, 2008 • Bakers Footwear Group Inc • Retail-shoe stores • Missouri

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:

AMENDMENT NUMBER 4 TO LOAN DOCUMENTS
Loan Documents • March 25th, 2010 • Bakers Footwear Group Inc • Retail-shoe stores • California

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.

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