REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2015 • Caleres Inc • Footwear, (no rubber) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 27, 2015, by and among Caleres, Inc., a New York corporation (the “Company”), the guarantors listed on Schedule A hereto (the “Guarantors”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) as representative of the several initial purchasers named in Schedule A to the Purchase Agreement (as defined below) (the “Initial Purchasers”). Each of the Initial Purchasers has agreed to purchase the Company’s 6.250% Senior Notes due 2023 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
Caleres, Inc. Indenture Dated as of July 27, 2015 Wells Fargo Bank, National Association TrusteeCaleres Inc • July 27th, 2015 • Footwear, (no rubber) • New York
INDENTURE dated as of July 27, 2015 among Caleres, 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.
