REGISTRATION RIGHTS AGREEMENT by and among Brown Shoe Company, Inc. and The Guarantors listed on Schedule A hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of May 11, 2011Registration Rights Agreement • May 13th, 2011 • Brown Shoe Co Inc • Footwear, (no rubber) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 11, 2011, by and among Brown Shoe Company, Inc., a New York corporation (the “Company”), the guarantors listed on Schedule A hereto (the “Guarantors”), Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 7 1/8 % Senior Notes due 2019 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
Brown Shoe Company, Inc. 7⅛% SENIOR NOTES DUE 2019 Indenture Dated as of May 11, 2011 Wells Fargo Bank, National Association TrusteeIndenture • May 13th, 2011 • Brown Shoe Co Inc • Footwear, (no rubber) • New York
INDENTURE dated as of May 11, 2011 among Brown Shoe Company, Inc., a New York corporation, the initial Guarantors (as defined below) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee.
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • May 13th, 2011 • Brown Shoe Co Inc • Footwear, (no rubber) • New York
Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of May 11, 2011, among Brown Shoe Company, Inc., a New York corporation (the “Company”), the Guarantors, as defined in the Indenture referred to below (the “Guarantors”) and U.S. Bank National Association, a national banking association, as successor to SunTrust Bank, as trustee under the Indenture referred to below (the “Trustee”).
