AMENDED AND RESTATED REVOLVING CREDIT NOTE BANK OF AMERICA, N.A. Boston, Massachusetts As of August 31, 2006
EXHIBIT 10.2
| AMENDED AND RESTATED | ||
| REVOLVING CREDIT NOTE | BANK OF AMERICA, N.A. |
| Boston, Massachusetts | As of August 31, 2006 |
FOR VALUE RECEIVED, the undersigned, Bakers Footwear Group, Inc., a Missouri corporation with
its principal executive offices at 0000 Xxxxx Xxxxxx, Xxxxx X, Xx. Xxxxx, Xxxxxxxx 00000 (the
“Borrower”) promises to pay to the order of Bank of America, N.A., a national banking association
with its offices at 00 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 (with any subsequent holder, the
“Lender”) the aggregate unpaid principal balance of loans and advances made to or for the account
of the Borrower pursuant to the Revolving Credit established pursuant to the Second Amended and
Restated Loan and Security Agreement of even date (as such may be amended hereafter, the “Loan
Agreement”) between the Lender and the Borrower, with interest at the rate and payable in the
manner stated therein.
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.
The Lender’s books and records concerning loans and advances pursuant to the Revolving Credit,
the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie
evidence of the indebtedness hereunder.
No delay or omission by the Lender in exercising or enforcing any of the Lender’s powers,
rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that
occasion nor on any other occasion. No waiver of any default hereunder shall operate as a waiver
of any other default hereunder, nor as a continuing waiver.
The Borrower, and each endorser and guarantor of this Note, respectively waives presentment,
demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each
assents to any extension or other indulgence (including, without limitation, the release or
substitution of collateral) permitted by the Lender with respect to this Note and/or any collateral
given to secure this Note or any extension or other indulgence with respect to any other liability
or any collateral given to secure any other liability of the Borrower or any other person obligated
on account of this Note.
This Note shall be binding upon the Borrower, and each endorser and guarantor hereof, and upon
their respective, successors and assigns, and shall inure to the benefit of the Lender and its
successors, endorsees, and assigns.
The liabilities of the Borrower, and of any endorser or guarantor of this Note, are joint and
several, provided, however, the release by the Lender of any one or more such person, endorser or
guarantor shall not release any other person obligated on account of this Note. Each reference in
this Note to the Borrower, any endorser, and any guarantor, is to such person individually and also
to all such persons jointly. No person obligated on account of this Note may seek contribution
from any other person also obligated unless and until all liabilities, obligations and indebtedness
to the Lender of the person from whom contribution is sought have been satisfied in full.
This Note is delivered at the offices of the Lender in , shall be governed by the laws of The
Commonwealth of Massachusetts, and shall take effect as a sealed instrument.
The Borrower makes the following waiver knowingly, voluntarily, and intentionally, and
understands that the Lender in the establishment and maintenance of the Lender’s relationship with
the Borrower contemplated by this Note, is relying thereon. THE BORROWER, TO THE EXTENT ENTITLED
THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THE BORROWER, OR OF ANY GUARANTOR OR ENDORSER OF THE
BORROWER OR OF ANY OTHER PERSON LIABLE TO THE LENDER ON ACCOUNT OF OR IN RESPECT TO THE
LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE LENDER IS OR BECOMES A
PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE LENDER OR IN WHICH THE
LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT
TO, ANY RELATIONSHIP AMONGST OR BETWEEN THE BORROWER, ANY SUCH PERSON, AND THE LENDER.
| BAKERS FOOTWEAR GROUP, INC. The (“Borrower”) |
| By: | /s/ Xxxxxxxx X. Xxxxxxx, Xx. | |||
