##### Table of Contents



As filed with the Securities and Exchange Commission on July 14, 2011
    UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM S-4
 Registration Statement
Under the
Securities Act of 1933
 
 BROWN SHOE COMPANY, INC.
  New York
    
    5661
    
    43-0197190(State or other jurisdiction of
    
    (Primary standard industrial
    
    (I.R.S. employerincorporation or organization)
    
    classification code number)
    
    identification number)
 See Table of Additional Registrants Below  
  8300 Maryland Avenue
St. Louis, Missouri 63105
(314) 854-4000
 
 Michael I. Oberlander, Esq.
 Robert J. Endicott, Esq  llp  211
 Approximate date of commencement of proposed sale to the public:
 o
 o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 CALCULATION OF REGISTRATION FEE
 Proposed Maximum
    
    
    Proposed maximumAmount to be
    
    
    Offering Price Per
    
    
    aggregate offeringTitle of each class of securities to be registered
    
    
    registered
    
    
    Unit(1)
    
    
    price(1)
    
    
    Amount of registration fee71⁄8% Senior Notes due 2019
    
    
    $200,000,000
    
    
    100%
    
    
    $200,000,000
    
    
    $23,220Guarantees of the 71⁄8% Senior Notes due 2019
    
    
    
    
    
    
    
    
    
    
    
    (2)
 (1)
    
    Estimated pursuant to Rule 457(f) solely for the purpose of calculating the registration fee.(2)
    
    Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees of the
Senior Notes being registered. The co-registrants hereby amend this Registration Statement on such date or dates as may be
necessary to delay its effective date until the co-registrants shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said Section 8(a) , may
determine.




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Table of Additional Registrants
 State or other jurisdiction
    
    Primary standardExact name of each registrant as specified
    
    of incorporation or
    
    industrial classification
    
    I.R.S. employerin its respective charter
    
    organization
    
    code number
    
    identification numberSidney Rich Associates, Inc.*
    
    Missouri
    
    
    5139
    
    
    
    43-0910619Brown Group Retail, Inc.*
    
    Pennsylvania
    
    
    5661
    
    
    
    25-1323027Brown Shoe International Corp.*
    
    Delaware
    
    
    5139
    
    
    
    43-1375891Buster Brown & Co.*
    
    Missouri
    
    
    5139
    
    
    
    43-1661024Bennett Footwear Group LLC*
    
    Delaware
    
    
    5139
    
    
    
    04-3437154American Sporting Goods Corporation*
    
    Delaware
    
    
    5139
    
    
    
    13-3191696The Basketball Marketing Company, Inc.*
    
    Delaware
    
    
    5139
    
    
    
    23-2727003Edelman Shoe, Inc.*
    
    Delaware
    
    
    5139
    
    
    
    20-0440392Shoes.com, Inc.*
    
    Delaware
    
    
    5661
    
    
    
    95-4781822Brown Shoe Company of Canada Ltd**
    
    Canada
    
    
    5661
    
    
    Not applicable
 
 *
    
    Address, including zip code, and telephone number, including area code, of principal
executive offices are the same as those of Brown Shoe Company, Inc., a New York corporation.**
    
    The address, including zip code, of principal executive offices is 1857 Rogers Road, Perth,
Ontario, Canada, K7H3E8, and the telephone number, including area code, of principal executive
offices is 613-267-2000.




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The information in this prospectus is not complete and may be changed. We may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 14, 2011
 
 Brown Shoe Company, Inc.
 Offer to Exchange
 $200,000,000 71⁄8% Senior Notes due 2019
 for $200,000,000 71⁄8% Senior Notes due 2019
 that have been registered under the Securities Act of 1933
 
   
    
    We will exchange all original notes that are validly tendered and not withdrawn
prior to the expiration of the exchange offer.
    
    You may withdraw tenders of original notes at any time prior to the expiration of the
exchange offer.
    
    We believe that the exchange of original notes for exchange notes will not be a taxable
event for U.S. federal income tax purposes.
    
    The form and terms of the exchange notes are identical in all material respects to the
form and terms of the original notes, except that (i) the exchange notes are registered
under the Securities Act, (ii) the transfer restrictions and registration rights applicable
to the original notes do not apply to the exchange notes, and (iii) the exchange notes will
not contain provisions relating to liquidated damages relating to our registration
obligations.
   For a discussion of factors you should consider in determining whether to tender your
original notes, see the information under Risk Factors beginning on page 19 of this prospectus.
 
 Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities, or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
 
 The date of this prospectus is , 2011.




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##### 



TABLE OF CONTENTS
 Terms Used in This Prospectus
    
    iiForward-Looking Statements
    
    iiiProspectus Summary
    
    
    1Risk Factors
    
    
    19The Transactions
    
    
    34Use of Proceeds
    
    
    35Capitalization
    
    
    36Ratio of Earnings to Fixed Charges
    
    
    37Description of Certain Indebtedness
    
    
    38The Exchange Offer
    
    
    40Description of the Exchange Notes
    
    
    50Material U.S. Federal Income and Estate Tax Consequences
    
    
    103Plan of Distribution
    
    
    109Legal Matters
    
    
    110Independent Accountants
    
    
    110Where You Can Find More Information
    
    
    110Index to
Consolidated Financial Statements
    
    
    F-1EX-3.15EX-3.16EX-3.17EX-3.18EX-3.19EX-3.20EX-3.21EX-3.22EX-5.1EX-5.2EX-5.3EX-12.1EX-21.1EX-23.1EX-23.2EX-23.3EX-23.4EX-25.1EX-99.1EX-99.2EX-99.3EX-99.4




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TERMS USED IN THIS PROSPECTUS
  
    
    the terms Company, we, us, Brown Shoe, and our refer to Brown Shoe Company,
Inc. and its subsidiaries; when such terms refer to the Company as of any date prior to
February 17, 2011, ASG is not included within the meaning of the terms unless otherwise
indicated;
    
    the term ASG refers to American Sporting Goods Corporation and its subsidiaries;
    
    the term Notes refers to, collectively, the original notes and the exchange notes;
    
    references to our acquisition of ASG refers to the acquisition by one of our
subsidiaries of all of the outstanding capital stock of ASG from the ASG stockholders, the
related exercise by the loan parties under our revolving credit facility of the $150.0
million designated event accordion feature to fund the acquisition of the ASG capital
stock, and the increase of the aggregate amount available under the revolving credit
facility from $380.0 million to $530.0 million, all effective as of February 17, 2011. See
Description of Certain Indebtedness;
    
    references to our fiscal years are to the twelve months ended on the Saturday nearest
to January 31 of the applicable year (for example, fiscal year 2010 is the 52-week
period ended January 29, 2011); all of our fiscal years included 52 weeks, except for
fiscal 2006, which included 53 weeks; references to ASGs fiscal years are to the twelve
months ended December 31 of the applicable year;
    
    the term 83/4% Notes refers to our 83/4% Senior Notes due 2012, all of which were
either repurchased by us in the Tender Offer or which were redeemed by us on June 10,
2011; and
    
    the term Tender Offer refers to the cash tender offer for all of our outstanding
83/4% Notes, which we launched on April 27, 2011 and which expired at 5:00 p.m., New York
City time on May 25, 2011.
  ii




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FORWARD-LOOKING STATEMENTS
  
    
    changing consumer demands, which may be influenced by consumers disposable income,
which in turn can be influenced by general economic conditions;
    
    potential disruption to the Companys business and operations as it integrates ASG
into its business;
    
    potential disruption to the Companys business and operations as it implements its
information technology initiatives;
    
    the Companys ability to utilize its new information technology system to
successfully execute its strategies, including integrating ASGs business;
    
    intense competition within the footwear industry;
    
    our ability to anticipate and respond to rapidly changing fashion trends and
purchasing patterns particularly as it may impact certain periods such the back-to-school
period in our fiscal third quarter;
    
    customer concentration and increased consolidation in the retail industry;
    
    political and economic conditions or other threats to the continued and uninterrupted
flow of inventory from China, where ASG has manufacturing facilities and both ASG and
Brown Shoe rely heavily on third-party manufacturing facilities for a significant amount
of their inventory;
    
    the Companys ability to recruit and retain senior management and other key
associates;
    
    the Companys ability to attract and retain licensors and protect intellectual
property rights;
    
    the Companys ability to secure/exit leases on favorable terms;
    
    the Companys ability to maintain relationships with current suppliers;
    
    compliance with applicable laws and standards with respect to lead content in paint
and other product safety issues;
    
    the Companys ability to source product at a pace consistent with increased demand
for footwear; and
    
    the impact of rising prices in a potentially inflationary global environment.
 
 iii




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iv




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PROSPECTUS SUMMARY
 The following summary highlights significant aspects of our business and this exchange offer,
but it does not include all the information you should consider prior to deciding whether to
exchange the original notes for the exchange notes. You should read this entire prospectus,
including the documents incorporated by reference, the information set forth in Risk Factors and
our financial statements and related notes, before deciding whether to exchange the original notes
for the exchange notes.
 Company Overview
   Famous Footwear.
  Wholesale Operations.
 1




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Specialty Retail.
   Acquisition of ASG
 2




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Competitive Strengths and Business Strategy
  Complementary Retail-Wholesale Platform.
 Portfolio of Established Brands in Key Consumer Focus Areas.
 Strong Consumer Connections Across Multiple Channels.
 3




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Global Design and Sourcing Expertise.
  Increased Differentiation at Famous Footwear.
 
    
    Opening new stores in targeted markets, including an expected five net new
stores in fiscal 2011 and 25 net new stores in fiscal 2012 and 2013;
    
    Enforcing stricter opening and closing criteria leading to new stores
performing at over $200 per square foot, while closing underperforming stores;
    
    Reaching target consumers through innovative marketing, including in-store
media campaigns and strengthening Make Today Famous across all customer touchpoints;
    
    Working with our suppliers to provide compelling branded value-priced footwear,
including current styles and exclusive offerings;
    
    Providing a convenient, consumer-oriented shopping experience; and
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
    
    Strengthening position as the destination for fitness and healthy living
footwear in the family channel.
 Grow Sales of our Brand Portfolio.
 
    
    Continuing to focus on healthy living and contemporary fashion;
    
    Increasing the style component of our offerings and delivering compelling
product to build brand preference;
    
    Continuing to add design talent to meet the changing demands of the consumer;
    
    Increasing floor space with our existing retail customers and penetrating new
retail accounts; and
    
    Strengthening brand awareness among retailers and consumers through continued
marketing and brand-building activities.
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THE EXCHANGE OFFER
  The Exchange Offer
    
    We are offering to exchange up to $200,000,000 aggregate principal
amount of our new 71⁄8% Senior Notes due 2019, which have been
registered under the Securities Act, in exchange for your original
notes. The form and terms of these exchange notes are identical in
all material respects to the original notes. The exchange notes,
however, will not contain transfer restrictions and registration
rights applicable to the original notes.

To exchange your original notes, you must properly tender them, and
we must accept them. We will accept and exchange all original notes
that you validly tender and do not validly withdraw. We will issue
registered exchange notes promptly after the expiration of the
exchange offer.Resale of exchange notes
    
    Based on interpretations by the staff of the SEC as detailed in a
series of no-action letters issued to third parties, we believe
that, as long as you are not a broker-dealer, the exchange notes
offered in the exchange offer may be offered for resale, resold or
otherwise transferred by you without compliance with the
registration and prospectus delivery requirements of the Securities
Act as long as:
 
    
    you are acquiring the exchange notes in the ordinary course
of your business;
    
    you are not participating, do not intend to participate in
and have no arrangement or understanding with any person to
participate in a distribution of the exchange notes; and
    
    you are not an affiliate of ours within the meaning of
Rule 405 of the Securities Act.
 If any of these conditions is not satisfied and you transfer any
exchange notes issued to you in the exchange offer without
delivering a proper prospectus or without qualifying for a
registration exemption, you may incur liability under the
Securities Act. Moreover, our belief that transfers of exchange
notes would be permitted without registration or prospectus
delivery under the conditions described above is based on SEC
interpretations given to other, unrelated issuers in similar
exchange offers. We cannot assure you that the SEC would make
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a similar interpretation with respect to our exchange offer. We will
not be responsible for or indemnify you against any liability you
may incur under the Securities Act.Any broker-dealer that acquires exchange notes for its own account
in exchange for original notes must represent that the original
notes to be exchanged for the exchange notes were acquired by it as
a result of market-making activities or other trading activities
and acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any offer to
resell, resale or other retransfer of the exchange notes. However,
by so acknowledging and by delivering a prospectus, such
participating broker-dealer will not be deemed to admit that it is
an underwriter within the meaning of the Securities Act. During
the period ending 180 days after the consummation of the exchange
offer, subject to extension in limited circumstances, a
participating broker-dealer may use this prospectus for an offer to
sell, a resale or other retransfer of exchange notes received in
exchange for original notes which it acquired through market-making
activities or other trading activities.Expiration Date
    
    The exchange offer will expire at 5:00 p.m., New York City time, on
        , 2011, unless we extend the expiration date.Accrued Interest on the
Exchange Notes and the
Original Notes
    
    The exchange notes will bear interest from the most recent date to
which interest has been paid on the original notes or, if no
interest has been paid, from the date of original issuance of the
original notes. If your original notes are accepted for exchange,
then you will receive interest on the exchange notes and not on the
original notes. Any original notes not tendered will remain
outstanding and continue to accrue interest according to their
terms.Conditions
    
    The exchange offer is subject to customary conditions. We may
assert or waive these conditions in our sole discretion. If we
materially change the terms of the exchange offer, we will
resolicit tenders of the original notes. See The Exchange
OfferConditions to the Exchange Offer for more information
regarding conditions to the exchange offer.Procedures for Tendering
Original Notes
    
    Each holder of original notes that wishes to tender their original
notes must either:
 
    
    complete, sign and date the accompanying letter of
transmittal or a facsimile copy of the letter of transmittal, have
the signatures on the letter of transmittal guaranteed, if
required, and deliver the letter of transmittal, together with any
other required documents (including the original notes), to the
exchange agent; or
    
    if original notes are tendered pursuant to book-entry
procedures, the tendering holder must deliver a completed and
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duly executed letter of transmittal or arrange with The Depository Trust
Company, or DTC, to cause an agents message to be transmitted with
the required information (including a book-entry confirmation) to
the exchange agent; or
    
    comply with the procedures set forth below under
Guaranteed Delivery Procedures.
 Holders of original notes that tender original notes in the
exchange offer must represent that the following are true:
 
    
    the holder is acquiring the exchange notes in the ordinary
course of its business;
    
    the holder is not participating in, does not intend to
participate in, and has no arrangement or understanding with any
person to participate in a distribution of the exchange notes;
and
    
    the holder is not an affiliate of us within the meaning
of Rule 405 of the Securities Act.
 Do not send letters of transmittal, certificates representing
original notes or other documents to us or DTC. Send these
documents only to the exchange agent at the appropriate address
given in this prospectus and in the letter of transmittal. We could
reject your tender of original notes if you tender them in a manner
that does not comply with the instructions provided in this
prospectus and the accompanying letter of transmittal. See Risk
FactorsThere are significant consequences if you fail to exchange
your original notes for further information.
 Special Procedures forTenders by Beneficial Owners
of Original Notes
    
    If:
 
    
    you beneficially own original notes;
    
    those notes are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee; and
    
    you wish to tender your original notes in the exchange offer,
 please contact the registered holder as soon as possible and
instruct it to tender on your behalf and comply with the
instructions set forth in this prospectus and the letter of
transmittal.Guaranteed Delivery Procedures
    
    If you hold original notes in certificated form or if you own
original notes in the form of a book-entry interest in a global
note deposited with the trustee, as custodian for DTC, and you wish
to tender those original notes but:
 
    
    your original notes are not immediately available;
    
    time will not permit you to deliver the required documents to
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the exchange agent by the expiration date; or
    
    you cannot complete the procedure for book-entry transfer
on time,
 you may tender your original notes pursuant to the procedures
described in The Exchange OfferProcedures for Tendering Original
NotesGuaranteed Delivery.Withdrawal Rights
    
    You may withdraw your tender of original notes under the exchange
offer at any time before the exchange offer expires. Any withdrawal
must be in accordance with the procedures described in The
Exchange OfferWithdrawal Rights.Effect on Holders of
Outstanding Original Notes
    
    As a result of making this exchange offer, and upon acceptance for
exchange of all validly tendered original notes, we will have
fulfilled our obligations under the registration rights agreement.
Accordingly, there will be no liquidated or other damages payable
under the registration rights agreement if original notes were
eligible for exchange, but not exchanged, in the exchange
offer.If you do not tender your original notes or we reject your tender,
your original notes will remain outstanding and will be entitled to
the benefits of the indenture governing the notes. Under such
circumstances, you would not be entitled to any further
registration rights under the registration rights agreement, except
under limited circumstances. Existing transfer restrictions would
continue to apply to the original notes.Any trading market for the original notes could be adversely
affected if some but not all of the original notes are tendered and
accepted in the exchange offer.Material U.S. Federal Income
and Estate Tax Consequences
    
    Your exchange of original notes for exchange notes should not be
treated as a taxable event for U.S. federal income tax purposes.
See Material U.S. Federal Income and Estate Tax Consequences.Use of Proceeds
    
    We will not receive any proceeds from the exchange offer or the
issuance of the exchange notes. We have used a portion of the net
proceeds of the offering of the original notes to fund the
repurchase, repayment or other discharge of all of our $150 million
in principal amount 83/4% Notes. We have used the remaining net
proceeds from the offering of the original notes for general
corporate purposes, including to repay amounts outstanding under
our existing revolving credit facility.
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Acceptance of Original Notes and
Delivery of Original Notes
    
    We will accept for exchange any and
all original notes properly tendered
prior to the expiration of the
exchange offer. We will complete the
exchange offer and issue the
exchange notes promptly after the
expiration date.Exchange Agent
    
    Wells Fargo Bank, National
Association is serving as exchange
agent for the exchange offer. The
address and telephone number of the
exchange agent are provided in this
prospectus under The Exchange
OfferExchange Agent and in the
letter of transmittal.
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SUMMARY OF TERMS OF EXCHANGE NOTES
  
    
    will have been registered under the Securities Act;
    
    will not bear restrictive legends restricting their transfer under the Securities Act;
    
    will not be entitled to the registration rights that apply to the original notes; and
    
    will not contain provisions relating to an increase in the interest rate borne by the
original notes under circumstances related to the timing of the exchange offer.
  Issuer
    
    Brown Shoe Company, Inc.Securities
    
    $200.0 million in principal amount of 71⁄8% senior notes
due 2019.Maturity
    
    May 15, 2019.Interest
    
    Annual rate: 71⁄8%.Payment frequency: every six months on May 15 and
November 15. First payment: November 15, 2011.Denominations
    
    Minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof.Ranking
    
    The notes will be our general unsecured unsubordinated
obligations. Accordingly, they will rank:
 
    
    equally with all of our existing and future unsecured
unsubordinated debt;
    
    effectively subordinated to our existing and future
secured debt to the extent of the assets securing such
debt, including all borrowings under our existing
revolving credit agreement;
    
    senior to of any of our existing or future
subordinated debt; and
    
    structurally behind all of the liabilities of our
subsidiaries that are not guarantors, including trade
payables.
 Assuming we had completed the acquisition of ASG, the
offering of the original notes, and the repurchase or
redemption of all of the 83/4% Notes described in this
prospectus, all as of April 30, 2011, we would have had
$443.2 million of debt outstanding, $244.7 million of
which would have been secured debt. As of April 30,
2011, our non-guarantor subsidiaries had liabilities of
$96.6 million.Guarantees
    
    The notes will be initially guaranteed on a senior
unsecured basis
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by each of our restricted subsidiaries
that is an obligor or guarantor under our existing
revolving credit facility.The guarantees will be general unsecured unsubordinated
obligations of the guarantors. Accordingly, they will
rank equally with all unsecured unsubordinated debt of
the guarantors, effectively subordinated to all secured
debt of the guarantors to the extent of the assets
securing such debt (including the guarantees by the
guarantors of obligations under our existing revolving
credit agreement), and senior to all existing and
future subordinated debt of the guarantors.Optional Redemption
    
    Prior to May 15, 2014, we may redeem some or all of the
notes at a redemption price equal to the sum of the
principal amount of the notes to be redeemed, plus
accrued and unpaid interest, plus a make whole
premium specified in this prospectus. We may redeem
some or all of the notes at any time on or after May
15, 2014 at the redemption prices described in this
prospectus under the caption Description of
NotesOptional Redemption.In addition, on or before May 15, 2014, we may redeem
up to 35% of the notes with the net cash proceeds from
certain equity offerings at the redemption price listed
in Description of NotesOptional Redemption.
However, we may only make such redemptions if at least
65% of the aggregate principal amount of notes issued
under the indenture remains outstanding immediately
after the occurrence of such redemption.Change of Control
    
    If we experience specific kinds of changes in control,
we must offer to purchase the notes at 101% of their
face amount, plus accrued interest.Certain Covenants
    
    The indenture governing the notes will, among other
things, limit our ability and the ability of our
restricted subsidiaries to:
 
    
    borrow money or sell preferred stock;
    
    create liens;
    
    pay dividends on or redeem or repurchase stock;
    
    make certain types of investments;
    
    sell stock in our restricted subsidiaries;
    
    restrict dividends or other payments from
subsidiaries;
    
    enter into transactions with affiliates;
    
    issue guarantees of debt; and
    
    sell assets or merge with other companies.
 Certain of these covenants will be suspended if the
notes are assigned an investment grade rating by both
S&P and Moodys
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and no default has occurred and is
continuing. If either rating on the notes should
subsequently decline to below investment grade, the
suspended covenants will be reinstated. These covenants
contain important exceptions, limitations and
qualifications. For more details, see Description of
Notes.Absence of an
Established Public
Market for the
Exchange Notes
    
    The exchange notes will be new securities for which
there is currently no market. We do not intend to apply
for a listing of the exchange notes on any securities
exchange. Accordingly, we cannot assure you that a
liquid market for the exchange notes will develop or be
maintained.Trustee
    
    Wells Fargo Bank, National AssociationGoverning Law
    
    The indenture and the notes will be governed by, and
construed in accordance with, the laws of the State of
New York.Risk Factors
    
    See Risk Factors, beginning on page 19 of this
prospectus and the other information in or incorporated
by reference in this prospectus for a discussion of
factors you should consider carefully before deciding
to invest in the notes.
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Summary Financial Data for Brown Shoe
  Fiscal Quarter Ended (2)Fiscal Year Ended (1)
    
    
    May 1,
    
    
    April 30,January 31,
    
    
    January 30,
    
    
    January 29,
    
    
    2010
    
    
    20112009
    
    
    2010
    
    
    2011
    
    
    (Unaudited)
    
    
    (Unaudited)(dollars in millions)
    
    
    (dollars in millions)Statement of Earnings Data:Net sales
    
    $
    2,276.4
    
    
    $
    2,242.0
    
    
    $
    2,504.1
    
    
    $
    597.7
    
    
    $
    624.6Cost of goods sold
    
    
    1,394.2
    
    
    
    1,338.9
    
    
    
    1,500.5
    
    
    
    350.1
    
    
    
    374.8Gross profit
    
    
    882.2
    
    
    
    903.1
    
    
    
    1,003.6
    
    
    
    247.6
    
    
    
    249.8Selling and administrative expenses
    
    
    851.8
    
    
    
    859.7
    
    
    
    923.0
    
    
    
    224.6
    
    
    
    235.5Restructuring and other special charges, net
    
    
    54.3
    
    
    
    11.9
    
    
    
    7.9
    
    
    
    1.7
    
    
    
    1.7Impairment of goodwill and intangible assets
    
    
    149.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity in net loss of nonconsolidated affiliate
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating (loss) earnings
    
    
    (173.3
    )
    
    
    31.5
    
    
    
    72.7
    
    
    
    21.3
    
    
    
    12.6Interest expense
    
    
    (17.1
    )
    
    
    (20.2
    )
    
    
    (19.7
    )
    
    
    (4.5
    )
    
    
    (6.7
    )Interest income
    
    
    1.8
    
    
    
    0.4
    
    
    
    0.2
    
    
    
    
    
    
    
    0.1(Loss) earnings before income taxes
    
    
    (188.6
    )
    
    
    11.7
    
    
    
    53.2
    
    
    
    16.8
    
    
    
    6.0Income tax benefit (provision)
    
    
    53.8
    
    
    
    (1.3
    )
    
    
    (16.1
    )
    
    
    (6.3
    )
    
    
    (2.4
    )Net (loss) earnings
    
    $
    (134.8
    )
    
    $
    10.4
    
    
    $
    37.1
    
    
    $
    10.5
    
    
    $
    3.6Less: Net (loss) earnings attributable to noncontrolling interests
    
    
    (1.6
    )
    
    
    0.9
    
    
    
    (0.1
    )
    
    
    0.5
    
    
    
    (0.1
    )Net (loss) earnings attributable to Brown Shoe Company, Inc.
    
    $
    (133.2
    )
    
    $
    9.5
    
    
    $
    37.2
    
    
    $
    10.0
    
    
    $
    3.7Other Financial Data:Net cash provided by (used for)Operating activities
    
    $
    34.3
    
    
    $
    118.1
    
    
    $
    (2.3
    )
    
    $
    42.1
    
    
    $
    3.7Investing activities
    
    
    (81.1
    )
    
    
    (50.0
    )
    
    
    (54.8
    )
    
    
    (11.3
    )
    
    
    (163.2
    )Financing activities
    
    
    79.0
    
    
    
    (30.0
    )
    
    
    57.3
    
    
    
    (97.6
    )
    
    
    85.7Depreciation and amortization
    
    
    54.9
    
    
    
    51.1
    
    
    
    50.3
    
    
    
    12.3
    
    
    
    14.3Purchases of property and equipment
    
    
    60.4
    
    
    
    24.9
    
    
    
    30.8
    
    
    
    (5.1
    )
    
    
    (7.1
    )Capitalized software
    
    
    16.3
    
    
    
    25.1
    
    
    
    24.0
    
    
    
    (6.2
    )
    
    
    (2.6
    )Ratio of Earnings to Fixed Charges (3)
    
    
    N/A
    
    
    
    1.22
    x
    
    
    2.09
    x
    
    
    2.39
    x
    
    
    1.45
    xPro Forma Ratio of Earnings to Fixed Charges (3) (4)
    
    
    
    
    
    
    
    
    
    
    2.22
    x
    
    
    
    
    
    
    1.73
    xBalance Sheet Data (at end of period):Cash and cash equivalents
    
    $
    86.9
    
    
    $
    125.8
    
    
    $
    126.5
    
    
    $
    59.5
    
    
    $
    54.2Working capital
    
    
    279.3
    
    
    
    294.2
    
    
    
    296.4
    
    
    
    307.4
    
    
    
    198.7Total assets
    
    
    1,026.0
    
    
    
    1,040.2
    
    
    
    1,148.0
    
    
    
    954.4
    
    
    
    1,240.6Total debt
    
    
    262.5
    
    
    
    244.5
    
    
    
    348.0
    
    
    
    150.0
    
    
    
    438.0Total shareholders equity
    
    
    402.2
    
    
    
    411.2
    
    
    
    415.9
    
    
    
    420.2
    
    
    
    419.8Operating Data:Number of stores (at end of period):Famous Footwear
    
    
    1,138
    
    
    
    1,129
    
    
    
    1,110
    
    
    
    1,134
    
    
    
    1,112Specialty Retail
    
    
    306
    
    
    
    282
    
    
    
    259
    
    
    
    269
    
    
    
    252Same store sales change (5):Famous Footwear
    
    
    (4.7
    )%
    
    
    0.5
    %
    
    
    10.5
    %
    
    
    15.5
    %
    
    
    (3.9
    )%Specialty Retail
    
    
    (3.4
    )%
    
    
    0.8
    %
    
    
    6.6
    %
    
    
    16.2
    %
    
    
    (1.0
    )%
 14




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(1)
    
    All fiscal years include 52 weeks.(2)
    
    Each fiscal quarter includes 13 weeks.(3)
    
    For purposes of calculating the ratio of earnings to fixed charges,
earnings consist of income (loss) before income taxes and fixed
charges, and fixed charges consist of interest expense, capitalized
interest, amortization of debt issuance costs and the portion of
operating lease rentals deemed representative of the interest factor.
In the fiscal year ended January 31, 2009, earnings were insufficient
to cover fixed charges by $188.8 million.(4)
    
    Pro forma ratio of earnings to fixed charges reflects the acquisition
of ASG as if it occurred on January 31, 2010.(5)
    
    Same store sales changes are calculated by comparing the sales in
stores that have been open at least 13 months. This method avoids the
distorting effect that grand opening sales have in the first month of
operation. Relocated stores are treated as new stores. Closed stores
are excluded from the calculation. Same store sales is not a measure
of financial performance under GAAP. Same store sales is not
calculated in the same manner by all companies and accordingly is not
necessarily comparable to similarly entitled measures of other
companies and may not be an appropriate measure for performance
relative to other companies.
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Summary Financial Data for ASG
  Fiscal Year EndedDecember 31,
    
    
    December 31,2009
    
    
    2010(dollars in millions)Statement of Income Data:Revenues, net
    
    $
    176.2
    
    
    $
    231.7Cost of sales
    
    
    113.2
    
    
    
    144.2Gross profit
    
    
    63.0
    
    
    
    87.5Selling, general and administrative expenses
    
    
    58.4
    
    
    
    62.0Other expenses, net
    
    
    2.6
    
    
    
    0.6Interest expense
    
    
    1.1
    
    
    
    0.7Interest and miscellaneous income
    
    
    
    
    
    
    (0.6
    )Earnings before income taxes
    
    
    0.9
    
    
    
    24.8Income tax provision
    
    
    0.5
    
    
    
    9.8Net income
    
    $
    0.4
    
    
    $
    15.0Noncontrolling interest in (income) loss of consolidated subsidiaries
    
    
    (0.1
    )
    
    
    0.2Net income attributable to American Sporting Goods Corporation and Subsidiaries
    
    $
    0.3
    
    
    $
    15.2Other Financial Data:Net cash provided by (used in)Operating activities
    
    $
    7.8
    
    
    $
    19.1Investing activities
    
    
    (0.9
    )
    
    
    (4.6
    )Financing activities
    
    
    (3.1
    )
    
    
    (14.5
    )Depreciation and amortization
    
    
    4.3
    
    
    
    4.0Purchases of property, plant and equipment
    
    
    2.2
    
    
    
    4.6Balance Sheet Data (at end of period):Cash and cash equivalents
    
    $
    5.3
    
    
    $
    5.9Working capital
    
    
    37.2
    
    
    
    53.0Total assets
    
    
    106.4
    
    
    
    114.9Total debt and capital lease obligations
    
    
    26.1
    
    
    
    11.6Total stockholders equity
    
    
    56.4
    
    
    
    72.0
 16




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Summary Unaudited Pro Forma Condensed Consolidated Financial Data
    Fiscal Year Ended
    
    
    Fiscal Quarter EndedJanuary 29, 2011
    
    
    April 30, 2011(dollars in millions)Statement of Earnings Data:Net sales
    
    $
    2,718.6
    
    
    $
    632.6Cost of goods sold
    
    
    1,638.9
    
    
    
    377.4Gross profit
    
    
    1,079.7
    
    
    
    255.2Selling and administrative expenses
    
    
    980.1
    
    
    
    238.1Restructuring and other special charges, net
    
    
    6.8
    
    
    
    0.2Operating earnings
    
    
    92.8
    
    
    
    16.9Interest expense
    
    
    (25.6
    )
    
    
    (7.0
    )Interest income
    
    
    0.3
    
    
    
    0.1Earnings before income taxes
    
    
    67.5
    
    
    
    10.0Income tax provision
    
    
    (21.7
    )
    
    
    (3.4
    )Net earnings
    
    $
    45.8
    
    
    $
    6.6Net loss attributable to non controlling interests
    
    
    (0.4
    )
    
    
    Net earnings attributable to Brown Shoe Company, Inc.
    
    $
    46.2
    
    
    $
    6.6
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Fiscal Year Ended
    
    
    Fiscal Quarter EndedJanuary 29, 2011
    
    
    April 30, 2011(dollars in millions)Balance Sheet Data (at end of period):Cash and cash equivalents
    
    $
    132.4Working capital
    
    
    201.9Total assets
    
    
    1,350.8Total debt (1)
    
    
    510.2Total shareholders equity
    
    
    410.7Other Financial Data:Depreciation and amortization
    
    $
    56.3
    
    
    $
    14.6Purchases of property and equipment
    
    
    35.4
    
    
    
    7.1Capitalized software
    
    
    24.0
    
    
    
    2.6Net loss attributable to noncontrolling interests
    
    
    (0.4
    )
    
    
    Net earnings attributable to Brown Shoe Company, Inc.
    
    
    46.2
    
    
    
    6.6
 
 (1)
    
    Total debt is defined as long-term debt plus borrowings under
revolving credit agreement.
 18




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RISK FACTORS
 You should carefully consider each of the following risks and all of the other information
included or incorporated by reference in this prospectus before deciding to participate in the
exchange offer described in this prospectus. Some of the following risks relate principally to your
participation or failure to participate in the exchange offer and ownership of our exchange notes.
Other risks relate principally to our business in general and the industry in which we operate. Our
business, financial condition or results of operations could be materially adversely affected due
to any of these risks.
 Risks Relating to the Exchange Offer
 There are significant consequences if you fail to exchange your original notes.
  You cannot be sure that an active trading market for the exchange notes will develop.
  You must follow the appropriate procedures to tender your original notes or they will not be
exchanged.
  19




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Risks Relating to the Notes
 Our substantial debt could adversely affect our cash flow and prevent us from fulfilling our
obligations under the notes.
 3 4
  
    
    make it more difficult for us to satisfy our obligations under the notes;
    
    increase our vulnerability to general adverse economic and industry conditions;
    
    require us to dedicate a substantial portion of our cash flow from operations to make
interest and principal payments on our debt, thereby limiting the availability of our cash
flow to fund future capital expenditures, working capital and other general corporate
requirements;
    
    limit our flexibility in planning for, or reacting to, changes in our business and
the industry in which we operate;
    
    place us at a competitive disadvantage compared with competitors that have less debt;
and
    
    limit our ability to borrow additional funds, even when necessary to maintain
adequate liquidity.
  Despite our current levels of debt, we may still be able to incur substantially more debt. This
could further exacerbate the risks associated with our substantial debt.
 3 4
 Although these notes are referred to as senior notes, they will be effectively subordinated to
our and the subsidiary guarantors secured debt.
  20




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3 4
 Not all of our subsidiaries will guarantee the notes, and the assets of our non-guarantor
subsidiaries may not be available to make payments on the notes.
   To service our debt, we will require a significant amount of cash, which may not be available to
us.
   21




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
    
    sales of assets;
    
    sales of equity; and/or
    
    negotiations with our lenders to restructure the applicable debt.
   The agreements governing our debt, including the notes and our existing revolving credit agreement,
contain various covenants that impose restrictions on us that may affect our ability to operate our
business and to make payments on the notes.
  
    
    incur additional debt and issue preferred stock;
    
    create liens;
    
    redeem and/or prepay certain debt;
    
    pay dividends on our stock or repurchase stock;
    
    make certain investments;
    
    engage in specified sales of assets;
    
    enter into transactions with affiliates;
    
    enter new lines of business;
    
    engage in consolidations, mergers and acquisitions;
    
    make certain capital expenditures; and
    
    restrict our subsidiaries ability to pay dividends and make other distributions.
 22




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The guarantees may not be enforceable because of fraudulent conveyance laws.
  
    
    incurred this debt with the intent of hindering, delaying or defrauding current or
future creditors; or
    
    received less than reasonably equivalent value or fair consideration for incurring
this debt and the guarantor:
 
    
    was insolvent or was rendered insolvent by reason of the related financing
transactions;
    
    was engaged, or about to engage, in a business or transaction for which its
remaining assets constituted unreasonably small capital to carry on its business; or
    
    intended to incur, or believed that it would incur, debts beyond its ability to
pay these debts as they mature, as all of the foregoing terms are defined in or
interpreted under the relevant fraudulent transfer or conveyance statutes,
   
    
    it could not pay its debts or contingent liabilities as they become due;
    
    the sum of its debts, including contingent liabilities, is greater than its assets,
at fair valuation; or
    
    the present fair saleable value of its assets is less than the amount required to pay
the probable liability on its total existing debts and liabilities, including contingent
liabilities, as they become absolute and mature.
 23




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
    
    will not be insolvent or rendered insolvent by the incurrence;
    
    will have sufficient capital to run our or their businesses effectively; and
    
    will be able to pay obligations on the notes and the guarantees as they mature or
become due.
  We may be unable to make a change of control offer required by the indenture governing the notes,
which would cause defaults under the indenture governing the notes, our existing revolving credit
agreement and our other financing arrangements.
  If the notes are rated investment grade certain covenants contained in the indenture will be
suspended and you will lose the protection of these covenants unless or until the notes
subsequently are rated below investment grade.
  
    
    make restricted payments;
    
    incur debt;
    
    engage in transactions with affiliates; and
    
    engage in certain sales of assets and make offers to repurchase notes.
 24




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Risks Relating to Our Business
 Economic conditions may adversely impact demand for our products, reduce access to credit and cause
our customers and others with whom we do business to suffer financial hardship, all of which could
adversely impact our business, results of operations, financial condition and cash flows.
   We face risks relating to competition.
  25




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##### Table of Contents



We face risks related to the maintenance of proper inventory levels.
  We face risks relating to changes in consumer preferences.
  We rely on foreign sources of production.
 General
   26




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##### Table of Contents



China
   
    
    manufacturing capacity in China may shift from footwear to other industries with
manufacturing margins that are perceived to be higher;
    
    growth in domestic footwear consumption in China could lead to a significant decrease
in factory space available for the manufacture of footwear to be exported; and
    
    currently, many footwear manufacturers in China are facing labor shortages as migrant
workers seek better wages and working conditions in other industries and vocations.
  27




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Currency
  We face risks relating to operating newly acquired manufacturing facilities in China.
  
    
    inflation or changes in political and economic conditions;
    
    unstable regulatory environments;
    
    changes in import and export duties;
    
    domestic and foreign customs and tariffs;
    
    potentially adverse tax consequences;
    
    trade restrictions;
    
    restrictions on the transfer of funds into or out of China;
    
    labor unrest and/or shortages; and
    
    logistical and communications challenges.
  28




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We face risks relating to customer concentration in our wholesale business.
   We are dependent on our information technology systems.
   29




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##### Table of Contents



We may fail to protect the integrity and security of customer and associate information.
  We depend on key personnel to manage our business effectively and may be unable to retain senior
management and recruit and retain other key associates.
  We face risks relating to our licensed and owned intellectual property.
 Licenses
   Trademarks
  30




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We are dependent on leased locations.
  We are dependent on distribution centers.
  We are dependent on major branded suppliers.
  We face risks that our quarterly sales and earnings may fluctuate, which may result in volatility
in our stock price.
  31




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We could be adversely affected by changes in tax laws, policies and treaties.
  We may face transitional challenges with acquisitions and/or joint ventures.
  With our recent acquisition of ASG, we have expanded our presence in the highly competitive
performance footwear market.
  We could be adversely affected by the failure of financial institutions to fulfill their
commitments under our Credit Agreement.
  32




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We may be unable to maintain our credit rating, thus negatively affecting our ability to access
capital and increasing our interest expense.
  We are subject to periodic litigation and other regulatory proceedings.
 Legal
Proceedings
 We are subject to rising insurance costs.
  We are subject to legislative or regulatory initiatives related to global warming/climate change
concerns, which could negatively affect our business.
  33




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THE TRANSACTIONS
 The Tender Offer and Subsequent Redemption of the 83/4% Notes
 3 4
 3 4 3 4
 The Offering of the Original Notes and the Exchange Offer
 3 4
 34




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USE OF PROCEEDS
 3 4
 35




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CAPITALIZATION
 3 4
 April 30, 2011Pro Forma,Actual
    
    
    As Adjusted(dollars in millions)Cash and cash equivalents
    
    $
    54.2
    
    
    $
    54.2Total debtExisting revolving credit agreement
    
    $
    288.0
    
    
    $
    244.7Existing 83/4% Notes due 2012
    
    
    150.0
    
    
    
    71⁄8% Senior Notes due 2019
    
    
    
    
    
    
    198.5Total debt
    
    
    438.0
    
    
    
    443.2Total shareholders equity
    
    
    419.8
    
    
    
    419.2
    (1)Total capitalization
    
    $
    857.8
    
    
    $
    862.4
 
 (1)
    
    Reflects the following charges in connection with the repayment
of our existing 83/4% Notes: i) a $0.4 million charge, net of $0.2
million tax benefit, related to the write-off of deferred
financing costs and ii) a $0.2 million charge, net of $0.2
million tax benefit, related to the tender premium incurred.
Excludes the impact of call premium that would have been paid as
of April 30, 2011 if Notes had been redeemed on that date and any
other debt retirement charges in connection with the repayment of
our existing 83/4% Notes. 36




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RATIO OF EARNINGS TO FIXED CHARGES
  Fiscal Year Ended
    
    Fiscal Quarter EndedFebruary 3,
    
    February 2,
    
    January 31,
    
    January 30,
    
    January 29,
    
    May 1,
    
    April 30,2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    2010
    
    2011Ratio of earnings
to fixed
charges(1)
    
    
    3.30x
    
    
    
    3.09x
    
    
    
    
    
    
    
    1.22x
    
    
    
    2.09x
    
    
    
    2.39x
    
    
    
    1.45x
 
 (1)
    
    For purposes of calculating the ratio of earnings to fixed charges, earnings consist of
income (loss) before income taxes and fixed charges, and fixed charges consist of interest expense,
capitalized interest, amortization of debt issuance costs and the portion of operating lease
rentals deemed representative of the interest factor. In the fiscal year ended January 31, 2009,
earnings were insufficient to cover fixed charges by $188.8 million. 37




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DESCRIPTION OF CERTAIN INDEBTEDNESS
 Existing Revolving Credit Agreement
 General
     Interest
  Maturity
 38




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Security and Guarantees
  Covenants
  Events of Default
  39




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THE EXCHANGE OFFER
 Purpose of the Exchange Offer
  
    
    file a registration statement relating to a registered exchange offer for the original
notes with the SEC no later than 90 days after the date of the issuance of the original
notes;
    
    use our commercially reasonable efforts to cause the SEC to declare the registration
statement effective under the Securities Act no later than 180 days after the date of the
issuance of the original notes; and
    
    commence and use our commercially reasonable efforts to consummate the exchange offer no
later than the 30th business day after the registration statement was declared effective by
the SEC.
   
    
    will be registered under the Securities Act;
    
    will not bear restrictive legends restricting their transfer under the Securities Act;
    
    will not be entitled to the registration rights that apply to the original notes; and
    
    will not contain provisions relating to liquidated damages in connection with the
original notes under circumstances related to the timing of the exchange offer.
  Terms of the Exchange Offer
    40




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None of us, our board of directors or our management recommends that you tender or not tender
original notes in the exchange offer or has authorized anyone to make any recommendation. You must
decide whether to tender in the exchange offer and, if you decide to tender, the aggregate amount
of original notes to tender.
   
    
    to delay the acceptance of the original notes;
    
    to terminate the exchange offer and not accept any original notes for exchange if we
determine that any of the conditions to the exchange offer have not occurred or have not
been satisfied;
    
    to extend the expiration date of the exchange offer and retain all original notes
tendered in the exchange offer other than those notes properly withdrawn; and
    
    to waive any condition or amend the terms of the exchange offer in any manner.
   Acceptance of Original Notes for Exchange and Issuance of Original Notes
    
    
    you have full power and authority to tender, exchange, sell, assign and transfer
original notes;
    
    we will acquire good, marketable and unencumbered title to the tendered original notes,
free and clear of all liens, restrictions, charges and other encumbrances; and
    
    the original notes tendered for exchange are not subject to any adverse claims or
proxies.
 
 41




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Procedures for Tendering Original Notes
 Valid Tender
  
    
    transmit a properly completed and duly executed letter of transmittal, including all
other documents required by such letter of transmittal (including original notes), to the
exchange agent, Wells Fargo Bank, National Association at the address set forth below under
the heading Exchange Agent;
    
    if original notes are tendered pursuant to the book-entry procedures set forth below,
the tendering holder must deliver a completed and duly executed letter of transmittal or
arrange with DTC to cause an agents message to be transmitted with the required
information (including a book-entry confirmation), to the exchange agent at the address set
forth below under the heading Exchange Agent, or
    
    comply with the provisions set forth below under Guaranteed Delivery.
  
    
    the exchange agent must receive the certificates for the original notes and the letter
of transmittal;
    
    the exchange agent must receive a timely confirmation of the book-entry transfer of the
original notes being tendered into the exchange agents account at DTC, along with the
letter of transmittal or an agents message; or
    
    the holder must comply with the guaranteed delivery procedures described below.
     The method of delivery of the certificates for the original notes, the letter of transmittal
and all other required documents is at the election and sole risk of the holders. If delivery is by
mail, we recommend registered mail with return receipt requested, properly insured, or overnight
delivery service. In all cases, you should allow sufficient time to assure timely delivery. No
letters of
 42




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transmittal or original notes should be sent directly to us. Delivery is complete when the
exchange agent actually receives the items to be delivered. Delivery of documents to DTC in
accordance with DTCs procedures does not constitute delivery to the exchange agent.
 Signature Guarantees
  
    
    by a registered holder of original notes who has not completed the box entitled Special
Issuance Instructions or Special Delivery Instructions on the letter of transmittal; or
    
    for the account of an eligible institution.
  
    
    a bank;
    
    a broker, dealer, municipal securities broker or dealer or government securities broker
or dealer;
    
    a credit union;
    
    a national securities exchange, registered securities association or clearing agency; or
    
    a savings association.
   Book-Entry Transfers
   
    
    the letter of transmittal or a facsimile thereof, or an agents message in lieu of the
letter of transmittal, with any required signature guarantees and any other required
documents must be transmitted to and received by the exchange agent prior to the expiration
date at the address given below under Exchange Agent; or
 
    
    the guaranteed delivery procedures described below must be complied with.
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##### Table of Contents



Guaranteed Delivery
  
    
    the tender is made by or through an eligible institution;
 
    
    the eligible institution delivers a properly completed and duly executed notice of
guaranteed delivery, substantially in the form provided, to the exchange agent on or prior
to the expiration date:
 
    
    setting forth the name and address of the holder of the original notes being
tendered and the amount of the original notes being tendered;
    
    stating that the tender is being made; and
    
    guaranteeing that, within three (3) New York Stock Exchange trading days after
the date of execution of the notice of guaranteed delivery, the certificates for all
physically tendered original notes, in proper form for transfer, or a book-entry
confirmation, as the case may be, together with a properly completed and duly executed
letter of transmittal, or an agents message, with any required signature guarantees
and any other documents required by the letter of transmittal, will be deposited by the
eligible institution with the exchange agent; and
 
    
    the exchange agent receives the certificates for the original notes, or a confirmation
of book-entry transfer, and a properly completed and duly executed letter of transmittal,
or an agents message in lieu thereof, with any required signature guarantees and any other
documents required by the letter of transmittal within three (3) New York Stock Exchange
trading days after the notice of guaranteed delivery is executed for all such tendered
original notes.
   Determination of Validity
   
    
    to reject any tenders determined to be in improper form or unlawful;
 
    
    to waive any of the conditions of the exchange offer; and
 
    
    to waive any condition or irregularity in the tender of original notes by any holder,
whether or not we waive similar conditions or irregularities in the case of other holders.
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Resales of Exchange Notes
   
    
    the exchange notes acquired in the exchange offer are being obtained in the ordinary
course of business of the person receiving the exchange notes, whether or not that person
is the holder;
    
    neither the holder nor any other person receiving the exchange notes is engaged in,
intends to engage in or has an arrangement or understanding with any person to participate
in a distribution (as defined under the Securities Act) of the exchange notes; and
    
    neither the holder nor any other person receiving the exchange notes is an affiliate
(as defined under the Securities Act) of Brown Shoe.
  
    
    may not rely on the applicable interpretations of the staff of the SEC referred to
above; and
 
    
    must comply with the registration and prospectus delivery requirements of the Securities
Act in connection with any resale transaction.
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Withdrawal Rights
   
    
    specify the name of the person tendering the original notes to be withdrawn;
    
    identify the original notes to be withdrawn, including the total principal amount of
original notes to be withdrawn;
    
    where certificates for original notes are transmitted, list the name of the registered
holder of the original notes if different from the person withdrawing the original notes;
    
    contain a statement that the holder is withdrawing his election to have the original
notes exchanged; and
    
    be signed by the holder in the same manner as the original signature on the letter of
transmittal by which the original notes were tendered, including any required signature
guarantees, or be accompanied by documents of transfer to have the trustee with respect to
the original notes register the transfer of the original notes in the name of the person
withdrawing the tender.
     Conditions to the Exchange Offer
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Exchange Agent
  Registered & Certified Mail:
    
    Regular Mail or Courier:
    
    In Person by Hand Only:Wells Fargo Bank, National
    
    Wells Fargo Bank, National
    
    Wells Fargo Bank, NationalAssociation
    
    Association
    
    AssociationCorporate Trust Operations
    
    Corporate Trust Operations
    
    Corporate Trust ServicesMAC N9303-121
    
    MAC N9303-121
    
    Northstar East BuildingP.O. Box 1517
    
    6th St & Marquette Avenue
    
    12th FloorMinneapolis, MN 55480
    
    Minneapolis, MN 55479
    
    608 Second Avenue South
Minneapolis, MN 55402
 By Facsimile Transmission:
 If you deliver letters of transmittal and any other required documents to an address or
facsimile number other than those listed above, your tender is invalid.
 Fees and Expenses
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Transfer Taxes
  Consequences of Failure to Exchange Original Notes
    Consequences of Exchanging Original Notes
  
    
    such exchange notes are acquired in the ordinary course of such holders business; and
 
    
    such holder, other than broker-dealers, has no arrangement or understanding with any
person to participate in the distribution of the exchange notes.
  
    
    it is not an affiliate of Brown Shoe;
 
    
    it is not engaged in, and does not intend to engage in, a distribution of the exchange
notes and has no arrangement or understanding to participate in a distribution of exchange
notes; and
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
    
    it is acquiring the exchange notes in the ordinary course of its business.
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DESCRIPTION OF THE EXCHANGE NOTES
    Brief Description of the Notes
  
    
    are general unsecured obligations of the Company;
    
    are effectively subordinated to all existing and future secured obligations of the
Company, including the obligations of the Company under the Credit Agreement, to the
extent of the assets securing such obligations, and to all existing and future liabilities
of the Companys subsidiaries that are not Guarantors, to the extent of the assets of such
subsidiaries;
    
    are pari passuin right of payment with all existing and future unsecured,
unsubordinated obligations of the Company;
    
    will rank senior in right of payment to any future unsecured obligations of the
Company that are, by their terms, expressly subordinated in right of payment to the Notes;
and
    
    are guaranteed by the Guarantors.
 3 4
 
    
    the Company would have had $443.2 million of consolidated indebtedness outstanding,
$244.7 million of which would have been secured indebtedness; and
 
    
    the Companys Subsidiaries that are not Guarantors would have had $96.6 million of
liabilities.
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Principal, Maturity and Interest
    Methods of Receiving Payments on the Notes
  Paying Agent and Registrar for the Notes
  Transfer and Exchange
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Note Guarantees
  
    
    is a general unsecured obligation of the Guarantor;
    
    is effectively subordinated to all existing and future secured obligations of the
Guarantor, including the Guarantee of the Guarantor under the Credit Agreement;
    
    is pari passuin right of payment with all existing and future unsecured,
unsubordinated obligations of the Guarantor; and
    
    will rank senior in right of payment to any future unsecured obligations of the
Guarantor that are, by their terms, expressly subordinated in right of payment to the
Guarantee.
 3 4
  Optional Redemption
  
    
    100% of the aggregate principal amount of the Notes to be redeemed, together with
accrued and unpaid interest and Additional Interest, if any, to the date of redemption,
and
 
    
    the sum of the present values of the principal of the Notes being redeemed plus
scheduled payments of interest (not including any portion of such payments of interest
accrued as of the date of redemption) from the date of redemption to May 15, 2014
discounted to the redemption date (assuming the Notes are redeemed on May 15, 2014) on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate, plus 50 basis points, together with accrued and unpaid interest
and Additional Interest, if any, to the date of redemption.
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Adjusted Treasury Rate
 Comparable Treasury Issue
 Comparable Treasury Price
 Independent Investment Banker
 Reference Treasury Dealer
 Reference Treasury Dealer Quotations
 provided
 (1)
    
    at least 65% of the aggregate principal amount of Notes issued under the Indenture
(including any Additional Notes) remains outstanding immediately after the occurrence of
such redemption (excluding Notes held by the Company or its Subsidiaries); and
 (2)
    
    the redemption must occur within 45 days of the date of the closing of such Equity
Offering.
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Year
    
    Percentage2014
    
    
    105.344
    %2015
    
    
    103.563
    %2016
    
    
    101.781
    %2017 and thereafter
    
    
    100.000
    %
  (1)
    
    if the Notes are listed on any national securities exchange, in compliance with the
requirements of such principal national securities exchange; or(2)
    
    if the Notes are not so listed, on a pro rata basis, by lot or by such method as the
Trustee shall deem fair and appropriate.
   Mandatory Redemption; Open Market Purchases
  Repurchase at the Option of Holders
 Change of Control
 provided however
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(1)
    
    accept for payment all Notes or portions thereof properly tendered pursuant to the
Change of Control Offer;
 (2)
    
    deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof so tendered; and
 (3)
    
    deliver or cause to be delivered to the Trustee the Notes so accepted together with
an Officers Certificate stating the aggregate principal amount of Notes or portions
thereof being purchased by the Company.
 provided
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Asset Sales
  (1)
    
    the Company (or the Restricted Subsidiary, as the case may be) receives consideration
at the time of such Asset Sale at least equal to the Fair Market Value of the assets or
Equity Interests issued or sold or otherwise disposed of; and
 (2)
    
    at least 75% of the consideration therefor received by the Company or such Restricted
Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets or a combination
of the foregoing. For purposes of this provision, each of the following shall be deemed to
be cash:
 (a)
    
    any liabilities (as shown on the Companys or such Restricted Subsidiarys
most recent balance sheet) of the Company or any Restricted Subsidiary (other than
contingent liabilities, Indebtedness that is by its terms pari passuwith, or
subordinated to, the Notes or any Note Guarantee and liabilities to the extent owed
to the Company or any Affiliate of the Company) that are assumed by the transferee of
any such assets or Equity Interests pursuant to a written assignment and assumption
agreement that releases the Company or such Restricted Subsidiary from further
liability therefor;(b)
    
    any securities, notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted Subsidiary into cash within 180 days after the date of such Asset
Sale (to the extent of the cash received in that conversion); and(c)
    
    any Designated Non-cash Consideration received by the Company or any of its
Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value,
taken together with all other Designated Non-cash Consideration received pursuant to
this clause (c) that is at that time outstanding, not to exceed $50.0 million.
  (1)
    
    to repay Indebtedness secured by such assets;
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(2)
    
    to purchase Replacement Assets (or enter into a binding agreement to purchase such
Replacement Assets; providedthat (x) such purchase is consummated within 60 days after
the date of such binding agreement and (y) if such purchase is not consummated within the
period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be
Excess Proceeds (as defined below)); or
 (3)
    
    any combination of the foregoing.
  pari
passu pari passu pari passu
 pari passu pari passu pari passu
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Certain Covenants
 Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade
  (a)
    
    the Notes have been rated Investment Grade; and
 (b)
    
    no Default or Event of Default has occurred and is continuing under the indenture,
          provided however
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Restricted Payments
 (A)
    
    The Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly:
 (i)
    
    declare or pay (without duplication) any dividend or make any other payment
or distribution on account of the Companys or any of its Restricted Subsidiaries
Equity Interests (including, without limitation, any payment in connection with any
merger or consolidation involving the Company or any of its Restricted Subsidiaries)
or to the direct or indirect holders of the Companys or any of its Restricted
Subsidiaries Equity Interests in their capacity as such (other than dividends,
payments or distributions (x) payable in Equity Interests (other than Disqualified
Stock) of the Company or (y) to the Company or a Restricted Subsidiary of the
Company);(ii)
    
    purchase, redeem or otherwise acquire or retire for value (including,
without limitation, in connection with any merger or consolidation involving the
Company) any Equity Interests of the Company or any Restricted Subsidiary thereof
held by Persons other than the Company or any of its Wholly Owned Restricted
Subsidiaries;(iii)
    
    make any payment on or with respect to, or purchase, redeem, defease or
otherwise acquire or retire for value any Indebtedness that is subordinated to the
Notes or the Note Guarantees, except (a) a payment of interest or principal at the
Stated Maturity thereof or (b) the purchase, repurchase, redemption, defeasance or
other acquisition or retirement of any such Indebtedness in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity, in
each case due within one year of the date of such purchase, repurchase, redemption,
defeasance or other acquisition or retirement; or(iv)
    
    make any Restricted Investment (all such payments and other actions set
forth in clauses (1) through (4) above being collectively referred to as Restricted
Payments),
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(1)
    
    no Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof; and(2)
    
    the Company would, at the time of such Restricted Payment and after giving pro forma
effect thereto as if such Restricted Payment had been made at the beginning of the
applicable four-quarter period, have been permitted to Incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first
paragraph of the covenant described below under the caption Incurrence of
Indebtedness; and(3)
    
    such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries commencing on and after
January 30, 2011 (excluding Restricted Payments permitted by clauses (2), (3), (4), (5),
(6) and (9) of the next succeeding paragraph (B)), is less than the sum, without
duplication, of:
 (a)
    
    50% of the Consolidated Net Income of the Company for the period (taken as
one accounting period) commencing on and after January 30, 2011 to the end of the
Companys most recently ended fiscal quarter for which internal financial statements
are available at the time of such Restricted Payment (or, if such Consolidated Net
Income for such period is a deficit, less 100% of such deficit), plus(b)
    
    100% of the aggregate net cash proceeds or the Fair Market Value of
property other than cash received by the Company since January 30, 2011 as a
contribution to its common equity capital or from the issue or sale of Equity
Interests (other than Disqualified Stock) of the Company or from the Incurrence of
Indebtedness of the Company that has been converted into or exchanged for such Equity
Interests (other than Equity Interests sold to, or Indebtedness held by, a Subsidiary
of the Company), plus(c)
    
    with respect to Restricted Investments made by the Company and its
Restricted Subsidiaries commencing on and after January 30, 2011, an amount equal to
the net reduction in such Restricted Investments in any Person resulting from
repayments of loans or advances, or other transfers of assets, in each case to the
Company or any Restricted Subsidiary or from the net cash proceeds from the sale of
any such Restricted Investment (except, in each case, to the extent any such payment
or proceeds are included in the calculation of Consolidated Net Income), from the
release of any Guarantee (except to the extent any amounts are paid under such
Guarantee) or from redesignations of Unrestricted Subsidiaries as Restricted
Subsidiaries, not to exceed, in each case, the amount of Restricted Investments
previously made by the Company or any Restricted Subsidiary in such Person or
Unrestricted Subsidiary commencing on and after January 30, 2011.
 (B)
    
    The preceding provisions will not prohibit, so long as, in the case of clauses (7),
(8), and (11) below, no Default has occurred and is continuing or would be caused thereby:
 (1)
    
    the payment of any dividend within 60 days after the date of declaration
thereof, if at said date of declaration such payment would have complied with the
provisions of the Indenture;(2)
    
    the payment of any dividend by a Restricted Subsidiary of the Company to
the holders of its Common Stock on a pro rata basis;(3)
    
    the redemption, repurchase, retirement, defeasance or other acquisition of
any subordinated Indebtedness of the Company or any Guarantor or of any Equity
Interests of the Company
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or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of a
contribution to the common equity of the Company or a substantially concurrent sale
(other than to a Subsidiary of the Company) of, Equity Interests (other than
Disqualified Stock) of the Company; providedthat the amount of any such net cash
proceeds that are utilized for any such redemption, repurchase, retirement, defeasance
or other acquisition will be excluded from clause (3)(b) of the preceding paragraph
(A);(4)
    
    the repayment, defeasance, redemption, repurchase or other acquisition of
subordinated Indebtedness of the Company or any Guarantor with the net cash proceeds
from an Incurrence of Permitted Refinancing Indebtedness;(5)
    
    Investments acquired as a capital contribution to, or in exchange for, or
out of the net cash proceeds of a substantially concurrent offering of, Equity
Interests (other than Disqualified Stock) of the Company; providedthat the amount of
any such net cash proceeds that are utilized for any such acquisition or exchange
shall be excluded from clause (3)(b) of the preceding paragraph (A);(6)
    
    the purchase, repurchase, redemption, acquisition or retirement for value
of any Capital Stock of the Company upon the exercise of warrants, options or similar
rights if such Capital Stock constitutes all or a portion of the exercise price or is
surrendered in connection with satisfying any federal or state income tax obligation
incurred in connection with such exercise; providedthat no cash payment in respect
of such purchase, repurchase, redemption, acquisition, retirement or exercise shall
be made by the Company or any Restricted Subsidiary thereof;(7)
    
    the repurchase, redemption or other acquisition or retirement for value of
any Equity Interests of the Company held by any current or former employee, officer,
director or consultant of the Company (or any of its Restricted Subsidiaries) or
their respective estates, spouses, former spouses or family members pursuant to the
terms of any employee equity subscription agreement, stock option agreement or
similar agreement entered into in the ordinary course of business; providedthat the
aggregate price paid for all such repurchased, redeemed, acquired or retired Equity
Interests in any fiscal year will not exceed $5.0 million;(8)
    
    the declaration and payment of cash dividends on the Companys issued and
outstanding Common Stock in an amount not to exceed $0.45 per share (as adjusted for
stock splits and similar transactions after the Issue Date) per fiscal year; provided
that the aggregate amount of all dividends declared or paid pursuant to this clause
(8) shall not exceed $18.0 million in any fiscal year;(9)
    
    the payment of any contingent consideration or purchase price adjustment
and any payment under any indemnification obligation, in each case, pursuant to the
terms of the Stock Purchase Agreement (including the Earn-out Agreement delivered in
connection with the Stock Purchase Agreement and as in effect on the Issue Date);(10)
    
    the payment of cash in lieu of the issuance of fractional shares of Equity
Interests upon conversion or exchange of securities convertible into or exchangeable
for Equity Interests of the Company; providedthat any such cash payment shall not be
for the purpose of evading the limitations of this covenant (as determined in good
faith by the Board of Directors of the Company); and
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(11)
    
    other Restricted Payments not otherwise permitted pursuant to this covenant
in an aggregate principal amount since the Issue Date not to exceed $75.0 million.
  Incurrence of Indebtedness
 provided however
  (1)
    
    the Incurrence by the Company of Indebtedness under Credit Facilities (and the
Incurrence by the Guarantors of Guarantees thereof) in an aggregate principal amount at
any one time outstanding pursuant to this clause (1) (with letters of credit being deemed
to have a principal amount equal to the maximum potential liability of the Company and its
Restricted Subsidiaries thereunder) not to exceed the greater of (x) $680.0 million, and
(y) the Borrowing Base on such date of Incurrence;(2)
    
    the Incurrence of Existing Indebtedness;(3)
    
    the Incurrence by the Company and the Guarantors of Indebtedness represented by the
Notes and the related Note Guarantees to be issued on the Issue Date;(4)
    
    the Incurrence by the Company or any Restricted Subsidiary of the Company of
Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase
money obligations, in each case, Incurred for the purpose of financing all or any part of
the purchase price or cost of construction or improvement of property, plant or equipment
used in the business of the Company or such Restricted Subsidiary, in an aggregate
principal amount, including all Permitted Refinancing Indebtedness Incurred to refund,
refinance or replace any Indebtedness Incurred pursuant to this clause (4), not to exceed
at any time outstanding the greater of (x) $40.0 million and (y) 7.5% of the Companys
Consolidated Net Tangible Assets on such date of Incurrence;(5)
    
    the Incurrence by the Company or any Restricted Subsidiary of the Company of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used
to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that
was permitted by the Indenture to be Incurred under the first paragraph of this covenant
or clauses (2), (3), (4), (5) or (15) of this paragraph;(6)
    
    the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany
Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries;
provided, however, that:
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(a)
    
    if the Company or any Guarantor is the obligor on such Indebtedness, such
Indebtedness must be unsecured and expressly subordinated to the prior payment in
full in cash of all Obligations with respect to the Notes, in the case of the
Company, or the Note Guarantee, in the case of a Guarantor;(b)
    
    Indebtedness owed to the Company or any Guarantor must be evidenced by an
unsubordinated promissory note, unless the obligor under such Indebtedness is the
Company or a Guarantor;(c)
    
    (i) any subsequent issuance or transfer of Equity Interests that results in
any such Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a
Person that is not either the Company or a Restricted Subsidiary thereof, will be
deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company
or such Restricted Subsidiary, as the case may be, that was not permitted by this
clause (6);
 (7)
    
    the Guarantee by the Company or any of the Guarantors of Indebtedness of the Company
or a Restricted Subsidiary of the Company that was permitted to be Incurred by another
provision of this covenant;(8)
    
    the Incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations that are Incurred for the purpose of fixing, hedging or swapping interest
rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any
such agreements previously made for such purposes), and not for speculative purposes, and
that do not increase the Indebtedness of the obligor outstanding at any time other than as
a result of fluctuations in interest rates, commodity prices or foreign currency exchange
rates or by reason of fees, indemnities and compensation payable thereunder;(9)
    
    the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
arising from agreements providing for indemnification, adjustment of purchase price or
similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds
securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to
such agreements, in any case Incurred in connection with the disposition of any business,
assets or Capital Stock of any Restricted Subsidiary (other than Guarantees of
Indebtedness Incurred by any Person acquiring all or any portion of such business, assets
or Capital Stock of such Restricted Subsidiary for the purpose of financing such
acquisition), so long as the principal amount does not exceed the gross proceeds actually
received by the Company or any Restricted Subsidiary thereof in connection with such
disposition;(10)
    
    the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or
similar instrument drawn against insufficient funds in the ordinary course of business,
provided, however, that such Indebtedness is extinguished within five Business Days of its
Incurrence;(11)
    
    the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
constituting reimbursement obligations with respect to letters of credit in respect of
workers compensation claims or self-insurance obligations or bid, performance or surety
bonds (in each case other than for an obligation for borrowed money);(12)
    
    the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
constituting reimbursement obligations with respect to letters of credit issued in the
ordinary course of
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business; providedthat, upon the drawing of such letters of credit or the Incurrence of
such Indebtedness, such obligations are reimbursed within 30 days following such drawing or
Incurrence;(13)
    
    the Incurrence by the Company of Indebtedness to the extent that the net proceeds
thereof are promptly deposited to defease or to satisfy and discharge the Notes;(14)
    
    the incurrence of any Indebtedness by a Receivables Subsidiary that is not recourse
to the Company or any other Restricted Subsidiary of the Company (other than Standard
Securitization Undertakings) incurred in connection with a Qualified Receivables
Transaction; or(15)
    
    the Incurrence by the Company or any of its Restricted Subsidiaries of additional
Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any
time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund,
refinance or replace any Indebtedness Incurred pursuant to this clause (15), not to exceed
the greater of (x) $40.0 million and (y) 7.5% of the Companys Consolidated Net Tangible
Assets on such date of Incurrence.
    Liens
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Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
  (1)
    
    pay dividends or make any other distributions on its Capital Stock (or with respect
to any other interest or participation in, or measured by, its profits) to the Company or
any of its Restricted Subsidiaries or pay any liabilities owed to the Company or any of
its Restricted Subsidiaries;(2)
    
    make loans or advances to the Company or any of its Restricted Subsidiaries; or(3)
    
    transfer any of its properties or assets to the Company or any of its Restricted
Subsidiaries.
  (1)
    
    existing under, by reason of or with respect to the Credit Agreement, Existing
Indebtedness or any other agreements in effect on the Issue Date and any amendments,
modifications, restatements, renewals, extensions, supplements, refundings, replacements
or refinancings thereof, providedthat the encumbrances and restrictions in any such
amendments, modifications, restatements, renewals, extensions, supplements, refundings,
replacement or refinancings are no more restrictive, taken as a whole, than those
contained in the Credit Agreement, Existing Indebtedness or such other agreements, as the
case may be, as in effect on the Issue Date;(2)
    
    set forth in the Indenture, the Notes and the Note Guarantees;(3)
    
    existing under, by reason of or with respect to applicable law;(4)
    
    with respect to any Person or the property or assets of a Person acquired by the
Company or any of its Restricted Subsidiaries existing at the time of such acquisition and
not incurred in connection with or in contemplation of such acquisition, which encumbrance
or restriction is not applicable to any Person or the properties or assets of any Person,
other than the Person, or the property or assets of the Person, so acquired and any
amendments, modifications, restatements, renewals, extensions, supplements, refundings,
replacements or refinancings thereof, providedthat the encumbrances and restrictions in
any such amendments, modifications, restatements, renewals, extensions, supplements,
refundings, replacement or refinancings are no more restrictive, taken as a whole, than
those in effect on the date of the acquisition;(5)
    
    in the case of clause (3) of the first paragraph of this covenant:
 (A)
    
    that restrict in a customary manner the subletting, assignment or transfer
of any property or asset that is subject to a lease, license, conveyance or contract
or similar property or asset,(B)
    
    existing by virtue of any transfer of, agreement to transfer, option or
right with respect to, or Lien on, any property or assets of the Company or any
Restricted Subsidiary thereof not otherwise prohibited by the Indenture or
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(C)
    
    arising or agreed to in the ordinary course of business, not relating to
any Indebtedness, and that do not, individually or in the aggregate, detract from the
value of property or assets of the Company or any Restricted Subsidiary thereof in
any manner material to the Company or any Restricted Subsidiary thereof;
 (6)
    
    existing under, by reason of or with respect to any agreement for the sale or other
disposition of all or substantially all of the Capital Stock of, or property and assets
of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary
pending such sale or other disposition;(7)
    
    restrictions on cash or other deposits or net worth imposed by customers or required
by insurance, surety or bonding companies, in each case, under contracts entered into in
the ordinary course of business; and(8)
    
    any Purchase Money Note, or other Indebtedness or contractual requirements of a
Receivables Subsidiary in connection with a Qualified Securitization Transaction; provided
that such restrictions only apply to such Receivables Subsidiary.
 Merger, Consolidation or Sale of Assets
  (1)
    
    either: (a) the Company is the surviving corporation; or (b) the Person formed by or
surviving any such consolidation or merger (if other than the Company) or to which such
sale, assignment, transfer, conveyance or other disposition will have been made (i) is a
corporation organized or existing under the laws of the United States, any state thereof
or the District of Columbia and (ii) assumes all the obligations of the Company under the
Notes, the Indenture and the Registration Rights Agreement pursuant to agreements
reasonably satisfactory to the Trustee;(2)
    
    immediately after giving effect to such transaction, no Default or Event of Default
exists;(3)
    
    the Company or the Person formed by or surviving any such consolidation or merger (if
other than the Company), or to which such sale, assignment, transfer, conveyance or other
disposition shall have been made, will, on the date of such transaction after giving pro
forma effect thereto and any related financing transactions as if the same had occurred at
the beginning of the applicable four-quarter period, be permitted to Incur at least $1.00
of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
the first paragraph of the covenant described above under the caption Incurrence of
Indebtedness;(4)
    
    each Guarantor, unless such Guarantor is the Person with which the Company has
entered into a transaction under this covenant, will have by supplemental indenture
confirmed its obligations under the Notes and the Indenture; and(5)
    
    the Company delivers to the Trustee an Officers Certificate (attaching the
arithmetic computation to demonstrate compliance with clause (3) above) and an Opinion of
Counsel stating that such transaction and such agreement complies with this covenant and
that all conditions precedent provided for herein relating to such transaction have been
complied with.
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Transactions with Affiliates
  (1)
    
    such Affiliate Transaction is on terms that are no less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in a
comparable arms-length transaction by the Company or such Restricted Subsidiary with a
Person that is not an Affiliate of the Company or any of its Restricted Subsidiaries; and
 (2)
    
    the Company delivers to the Trustee:
 (a)
    
    with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $3.5 million, an
Officers Certificate certifying that such Affiliate Transaction or series of related
Affiliate Transactions complies with this covenant; and(b)
    
    with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $20.0 million, either (x)
a Board Resolution set forth in an Officers Certificate certifying that such
Affiliate Transaction or series of related Affiliate Transactions complies with this
covenant and that such Affiliate Transaction or series of related Affiliate
Transactions has been approved by a majority of the disinterested members of the
Board of Directors of the Company or (y), an opinion as to the fairness to the
Company or such Restricted Subsidiary of such Affiliate Transaction or series of
related Affiliate Transactions from a financial point of view issued by an
independent accounting, appraisal or investment banking firm of national standing.
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(1)
    
    transactions between or among the Company and/or its Restricted Subsidiaries;(2)
    
    payment of reasonable and customary fees to, and reasonable and customary
indemnification and similar payments on behalf of, directors of the Company or any of its
Restricted Subsidiaries;(3)
    
    Restricted Payments that are permitted by the provisions of the Indenture described
above under the caption Restricted Payments;(4)
    
    any sale of Capital Stock (other than Disqualified Stock) of the Company;(5)
    
    transactions pursuant to agreements or arrangements in effect on the Issue Date and
described in this prospectus, or any amendment, modification, or supplement thereto or
replacement thereof, as long as such agreement or arrangement, as so amended, modified,
supplemented or replaced, taken as a whole, is not more disadvantageous to the Company and
its Restricted Subsidiaries than the original agreement or arrangement in existence on the
Issue Date;(6)
    
    any employment, consulting, service or termination agreement, or reasonable and
customary indemnification arrangements, entered into by the Company or any of its
Restricted Subsidiaries with officers and employees of the Company or any of its
Restricted Subsidiaries that are Affiliates of the Company and the payment of compensation
to such officers and employees (including amounts paid pursuant to employee benefit plans,
employee stock option or similar plans), so long as such agreement, arrangement or payment
have been approved by a majority of the disinterested members of the Board of Directors of
the Company (or by the Companys Compensation Committee so long as such committee
satisfies applicable independence tests under federal securities laws and the primary
exchange on which the Companys Common Stock is listed);(7)
    
    transactions with a Person that is an Affiliate of the Company solely because the
Company, directly or indirectly, owns Equity Interests in, or controls, such Person; and(8)
    
    commission, payroll, travel and similar advances to officers and employees of the
Company or any of its Restricted Subsidiaries made consistent with past practices.
 Designation of Restricted and Unrestricted Subsidiaries
 provided
 (1)
    
    any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness
of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness
by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such
designation, and such Incurrence of Indebtedness would be permitted under the covenant
described above under the caption Incurrence of Indebtedness;
 (2)
    
    the aggregate Fair Market Value of all outstanding Investments owned by the Company
and its Restricted Subsidiaries in the Subsidiary being so designated (including any
Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such
Subsidiary) will be deemed
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to be a Restricted Investment made as of the time of such designation and that such
Investment would be permitted under the covenant described above under the caption
Restricted Payments;
 (3)
    
    such Subsidiary does not hold any Liens on any property of the Company or any
Restricted Subsidiary thereof;
 (4)
    
    the Subsidiary being so designated:
 (a)
    
    is not party to any agreement, contract, arrangement or understanding with
the Company or any Restricted Subsidiary of the Company unless the terms of any such
agreement, contract, arrangement or understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the time
from Persons who are not Affiliates of the Company;(b)
    
    is a Person with respect to which neither the Company nor any of its
Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for
additional Equity Interests or (ii) to maintain or preserve such Persons financial
condition or to cause such Person to achieve any specified levels of operating
results; and(c)
    
    has not Guaranteed or otherwise directly or indirectly provided credit
support for any Indebtedness of the Company or any of its Restricted Subsidiaries,
except to the extent such Guarantee or credit support would be released upon such
designation; and
 (5)
    
    no Default or Event of Default would be in existence following such designation.
  provided
 (1)
    
    such designation will be deemed to be an Incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary
and such designation will only be permitted if such Indebtedness is permitted under the
covenant described under the caption Incurrence of Indebtedness, calculated on a pro
forma basis as if such designation had occurred at the beginning of the applicable
four-quarter reference period;
 (2)
    
    all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to
be made as of the time of such designation and such designation will only be permitted if
such Investments would be permitted under the covenant described above under the caption
Restricted Payments;
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(3)
    
    all Liens upon property or assets of such Unrestricted Subsidiary existing at the
time of such designation would be permitted under the caption Liens; and
 (4)
    
    no Default or Event of Default would be in existence following such designation.
 Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries
 provided
 Guarantees
 pari passu
  (1)
    
    immediately after giving effect to that transaction, no Default or Event of Default
exists; and(2)
    
    either:
 (a)
    
    the Person acquiring the property in any such sale or disposition or the
Person formed by or surviving any such consolidation or merger (if other than the
Guarantor) is organized or existing under the laws of the United States, any state
thereof or the District of Columbia and assumes all the obligations of that Guarantor
under the Indenture, its Note Guarantee and the Registration Rights Agreement
pursuant to a supplemental indenture satisfactory to the Trustee; or(b)
    
    such sale or other disposition or consolidation or merger complies with the
covenant described above under the caption Repurchase at the Option of
HoldersAsset Sales.
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(1)
    
    in connection with any sale or other disposition of the Capital Stock of a Guarantor
to a Person that is not (either before or after giving effect to such transaction) a
Restricted Subsidiary of the Company, if after giving effect to such sale or other
disposition such Guarantor is no longer a Restricted Subsidiary of the Company and such
sale of such Capital Stock of that Guarantor complies with the covenant described above
under the caption Repurchase at the Option of HoldersAsset Sales;(2)
    
    if the Company properly designates any Restricted Subsidiary that is a Guarantor as
an Unrestricted Subsidiary under the Indenture;(3)
    
    solely in the case of a Note Guarantee created after the Issue Date pursuant to the
first paragraph of this covenant, upon the release or discharge of the Guarantee which
resulted in the creation of such Note Guarantee pursuant to this covenant, except a
discharge or release by or as a result of payment under such Guarantee; or(4)
    
    upon the legal defeasance or covenant defeasance or the satisfaction and discharge of
the Indenture, in each case, in compliance with the terms of the terms of the Indenture.
  Business Activities
  Payments for Consent
  Reports
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(1)
    
    all quarterly and annual financial information that would be required to be contained
in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to
file such Forms, including a Managements Discussion and Analysis of Financial Condition
and Results of Operations and, with respect to the annual information only, a report on
the annual financial statements by the Companys certified independent accountants; and(2)
    
    all current reports that would be required to be filed with the Commission on Form
8-K if the Company were required to file such reports;
 provided
   Events of Default and Remedies
  (1)
    
    default for 30 days in the payment when due of interest on, or Additional Interest
with respect to, the Notes;(2)
    
    default in payment when due (whether at maturity, upon acceleration, redemption or
otherwise) of the principal of, or premium, if any, on the Notes;(3)
    
    failure by the Company or any of its Restricted Subsidiaries to comply with the
provisions described under the captions Repurchase at the Option of HoldersChange of
Control, Repurchase at the Option of HoldersAsset Sales or Certain
CovenantsMerger, Consolidation or Sale of Assets;
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(4)
    
    failure by the Company or any of its Restricted Subsidiaries for 45 days after
written notice by the Trustee or Holders representing 25% or more of the aggregate
principal amount of Notes outstanding to comply with any of the other agreements in the
Indenture;(5)
    
    default under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by
the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee
now exists, or is created after the Issue Date, if that default:
 (a)
    
    is caused by a failure to make any payment when due at the final maturity
of such Indebtedness (a Payment Default); or(b)
    
    results in the acceleration of such Indebtedness prior to its express
maturity,and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $25.0 million or
more;
 (6)
    
    failure by the Company or any of its Restricted Subsidiaries to pay final judgments
(to the extent such judgments are not paid or covered by insurance provided by a reputable
carrier that has the ability to perform and has acknowledged coverage in writing)
aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed
for a period of 60 days after such judgments have become final and non-appealable;(7)
    
    except as permitted by the Indenture, any Note Guarantee of a Guarantor that is a
Significant Subsidiary, or the Note Guarantees of any group of Guarantors that, taken
together, would constitute a Significant Subsidiary, shall be held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be in full
force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall
deny or disaffirm its obligations under its Note Guarantee; and(8)
    
    certain events of bankruptcy or insolvency with respect to the Company, any Guarantor
or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together
would constitute a Significant Subsidiary).
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(1)
    
    the Holder gives the Trustee written notice of a continuing Event of Default;(2)
    
    the Holders of at least 25% in aggregate principal amount of outstanding Notes make a
written request to the Trustee to pursue the remedy;(3)
    
    such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee
against any costs, liability or expense;(4)
    
    the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of indemnity; and(5)
    
    during such 60-day period, the Holders of a majority in aggregate principal amount of
the outstanding Notes do not give the Trustee a direction that is inconsistent with the
request.
    No Personal Liability of Directors, Officers, Employees and Stockholders
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Legal Defeasance and Covenant Defeasance
  (1)
    
    the rights of Holders of outstanding Notes to receive payments in respect of the
principal of, or interest or premium and Additional Interest, if any, on such Notes when
such payments are due from the trust referred to below;(2)
    
    the Companys obligations with respect to the Notes concerning issuing temporary
Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the
maintenance of an office or agency for payment and money for security payments held in
trust;(3)
    
    the rights, powers, trusts, duties and immunities of the Trustee, and the Companys
and the Guarantors obligations in connection therewith; and(4)
    
    the Legal Defeasance provisions of the Indenture.
   (1)
    
    the Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent public accountants, investment bank or appraisal firm
expressed in a written certificate of such firm of independent public accountants,
investment bank or appraisal firm to the Trustee, to pay the principal of, or interest and
premium and Additional Interest, if any, on the outstanding Notes on the Stated Maturity
or on the applicable redemption date, as the case may be, and the Company must specify
whether the Notes are being defeased to maturity or to a particular redemption date;(2)
    
    in the case of Legal Defeasance, the Company shall have delivered to the Trustee an
Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company
has received from, or there has been published by, the Internal Revenue Service a ruling
or (b) since the Issue Date, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss
for federal income tax purposes as a result of such Legal Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;(3)
    
    in the case of Covenant Defeasance, the Company shall have delivered to the Trustee
an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of
the outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal income tax
on the same
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amounts, in the same manner and at the same times as would have been the case if such
Covenant Defeasance had not occurred;(4)
    
    no Default or Event of Default shall have occurred and be continuing either: (a) on
the date of such deposit; or (b) insofar as Events of Default from bankruptcy or
insolvency events are concerned, at any time in the period ending on the 123rd day after
the date of deposit;(5)
    
    such Legal Defeasance or Covenant Defeasance will not result in a breach or violation
of, or constitute a default under any material agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound;(6)
    
    the Company must have delivered to the Trustee an Opinion of Counsel to the effect
that, (1) assuming no intervening bankruptcy of the Company or any Guarantor between the
date of deposit and the 123rd day following the deposit and assuming that no Holder is an
insider of the Company under applicable bankruptcy law, after the 123rd day following
the deposit, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors rights
generally, including Section 547 of the United States Bankruptcy Code and Section 15 of
the New York Debtor and Creditor Law and (2) the creation of the defeasance trust does not
violate the Investment Company Act of 1940;(7)
    
    the Company must deliver to the Trustee an Officers Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders of Notes
over the other creditors of the Company with the intent of defeating, hindering, delaying
or defrauding creditors of the Company or others;(8)
    
    if the Notes are to be redeemed prior to their Stated Maturity, the Company must
deliver to the Trustee irrevocable instructions to redeem all of the Notes on the
specified redemption date; and(9)
    
    the Company must deliver to the Trustee an Officers Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal Defeasance or
the Covenant Defeasance have been complied with.
 Amendment, Supplement and Waiver
   (1)
    
    reduce the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;(2)
    
    reduce the principal of or change the fixed maturity of any Note or reduce the
premium payable upon the redemption of any Note or change the time at which any Note may
be redeemed as
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described under Optional Redemption (excluding for greater certainty any notice periods
with respect to Notes that are otherwise redeemable);(3)
    
    reduce the rate of or change the time for payment of interest on any Note;(4)
    
    waive a Default or Event of Default in the payment of principal of, or interest, or
premium or Additional Interest, if any, on, the Notes (except a rescission of acceleration
of the Notes by the Holders of at least a majority in aggregate principal amount of the
Notes and a waiver of the payment default that resulted from such acceleration);(5)
    
    make any Note payable in money other than U.S. dollars;(6)
    
    make any change in the provisions of the Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of principal of, or
interest or premium or Additional Interest, if any, on, the Notes;(7)
    
    release any Guarantor from any of its obligations under its Note Guarantee or the
Indenture, except in accordance with the terms of the Indenture;(8)
    
    impair the right to institute suit for the enforcement of any payment on or with
respect to the Notes or the Note Guarantees;(9)
    
    amend, change or modify the obligation of the Company to make and consummate an Asset
Sale Offer with respect to any Asset Sale in accordance with the covenant described under
the caption Repurchase at the Option of HoldersAsset Sales after the obligation to
make such Asset Sale Offer has arisen, or the obligation of the Company to make and
consummate a Change of Control Offer in the event of a Change of Control in accordance
with the covenant described under the caption Repurchase at the Option of HoldersChange
of Control after such Change of Control has occurred, including, in each case, amending,
changing or modifying any definition relating thereto;(10)
    
    except as otherwise permitted under the covenants described under the captions
Certain CovenantsMerger, Consolidation and Sale of Assets and Certain
CovenantsGuarantees, consent to the assignment or transfer by the Company or any
Guarantor of any of their rights or obligations under the Indenture;(11)
    
    amend or modify any of the provisions of the Indenture or the related definitions
affecting the ranking of the Notes or any Note Guarantee in any manner adverse to the
Holders of the Notes or any Note Guarantee; or(12)
    
    make any change in the preceding amendment and waiver provisions.
  (1)
    
    cure any ambiguity, defect or inconsistency;(2)
    
    provide for uncertificated Notes in addition to or in place of certificated Notes;
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(3)
    
    provide for the assumption of the Companys or any Guarantors obligations to Holders
of Notes in the case of a merger or consolidation or sale of all or substantially all of
the Companys or such Guarantors assets;(4)
    
    make any change that would provide any additional rights or benefits to the Holders
of Notes or that does not materially adversely affect the legal rights under the Indenture
of any such Holder;(5)
    
    comply with requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act;(6)
    
    comply with the provisions described under Certain CovenantsGuarantees;(7)
    
    comply with the rules of any applicable securities depositary;(8)
    
    evidence and provide for the acceptance of appointment by a successor Trustee;(9)
    
    provide for the issuance of Additional Notes in accordance with the Indenture; or(10)
    
    conform the text of the Indenture, the Note Guarantees, or the Notes to any provision
of this Description of Notes to the extent that such provision in this Description of
Notes was intended to be a verbatim recitation of a provision of the Indenture, the Note
Guarantees or the Notes.
 Satisfaction and Discharge
  (1)
    
    either:
 (a)
    
    all Notes that have been authenticated (except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Company) have been
delivered to the Trustee for cancellation; or(b)
    
    all Notes that have not been delivered to the Trustee for cancellation have
become due and payable by reason of the mailing of a notice of redemption or
otherwise or will become due and payable within one year and the Company or any
Guarantor has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as will
be sufficient without consideration of any reinvestment of interest, to pay and
discharge the entire indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium and Additional Interest, if any, and accrued
interest to the date of maturity or redemption;
 (2)
    
    no Default or Event of Default shall have occurred and be continuing on the date of
such deposit referred to in clause (1)(b) above or shall occur as a result of such deposit
and such deposit will not result in a breach or violation of, or constitute a default
under, any other instrument to which the Company or any Guarantor is a party or by which
the Company or any Guarantor is bound;(3)
    
    the Company or any Guarantor has paid or caused to be paid all sums payable by it
under the Indenture; and
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(4)
    
    the Company has delivered irrevocable instructions to the Trustee under the Indenture
to apply the deposited money referred to in clause (1)(b) above toward the payment of the
Notes at maturity or the redemption date, as the case may be.
  Concerning the Trustee
   Book-Entry, Delivery and Form
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Depository Procedures
    (1)
    
    upon deposit of the Global Notes, DTC will credit the accounts of Participants
designated by the Initial Purchasers with portions of the principal amount of the Global
Notes; and
 (2)
    
    ownership of these interests in the Global Notes will be shown on, and the transfer
of ownership thereof will be effected only through, records maintained by DTC (with
respect to the Participants) or by the Participants and the Indirect Participants (with
respect to other owners of beneficial interest in the Global Notes).
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Except as described below, owners of interests in the Global Notes will not have Notes
registered in their names, will not receive physical delivery of Notes in certificated form and
will not be considered the registered owners or Holders thereof under the Indenture for any
purpose.
  (1)
    
    any aspect of DTCs records or any Participants or Indirect Participants records
relating to or payments made on account of beneficial ownership interest in the Global
Notes or for maintaining, supervising or reviewing any of DTCs records or any
Participants or Indirect Participants records relating to the beneficial ownership
interests in the Global Notes; or
 (2)
    
    any other matter relating to the actions and practices of DTC or any of its
Participants or Indirect Participants.
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Exchange of Global Notes for Certificated Notes
  (1)
    
    DTC (a) notifies the Company that it is unwilling or unable to continue as depositary
for the Global Notes or (b) has ceased to be a clearing agency registered under the
Exchange Act, and in each case the Company fails to appoint a successor depositary;(2)
    
    the Company, at its option, notifies the Trustee in writing that it elects to cause
the issuance of Certificated Notes (DTC has advised the Company that, in such event, under
current DTC practices, DTC would notify its participants of the Companys request, but
will only withdraw beneficial interests from a Global Note at the request of each DTC
participant); or(3)
    
    there shall have occurred and be continuing a Default or Event of Default with
respect to the Notes and DTC requests Certificated Notes.
  Exchange of Certificated Notes for Global Notes
  Same Day Settlement and Payment
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Certain Definitions
  Additional Interest
 Affiliate provided
 Asset Sale
 (1)
    
    the sale, lease, conveyance or other disposition of any property or assets of the
Company or any Restricted Subsidiary thereof other than a transaction governed by the
provisions of the Indenture described above under the caption Repurchase at the Option
of HoldersChange of Control and/or the provisions described above under the caption
Certain CovenantsMerger, Consolidation or Sale of Assets; and
 (2)
    
    the issuance of Equity Interests by any of the Companys Restricted Subsidiaries or
the sale by the Company or any Restricted Subsidiary thereof of Equity Interests in any of
its Subsidiaries (other than directors qualifying shares and shares issued to foreign
nationals to the extent required by applicable law).
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(1)
    
    any single transaction or series of related transactions that involves assets having
a Fair Market Value of less than $5.0 million;(2)
    
    a sale, lease, conveyance or other disposition of assets between or among the Company
and its Restricted Subsidiaries;(3)
    
    an issuance of Equity Interests by a Restricted Subsidiary of the Company to the
Company or to another Restricted Subsidiary;(4)
    
    the sale, lease, sublease, license or sublicense or consignment of equipment,
inventory, accounts receivable or other assets in the ordinary course of business;(5)
    
    any sale of accounts receivable, or participations therein, in connection with any
Qualified Receivables Transaction;(6)
    
    the licensing of intellectual property to third Persons on reasonable and customary
terms in the ordinary course of business consistent with past practice; providedthat such
licensing does not materially interfere with the business of the Company or any of its
Restricted Subsidiaries;(7)
    
    the sale or other disposition of Cash Equivalents;(8)
    
    dispositions of accounts receivable in connection with the compromise, settlement or
collection thereof in the ordinary course of business or in bankruptcy or similar
proceedings;(9)
    
    a Restricted Payment that is permitted by the covenant described above under the
caption Certain CovenantsRestricted Payments and any Permitted Investment;(10)
    
    any sale or disposition of any property or equipment that has become damaged, worn
out, obsolete or otherwise unsuitable for use in connection with the business of the
Company or its Restricted Subsidiaries; and(11)
    
    the creation of a Lien not prohibited by the Indenture.
 Beneficial Owner
 Board of Directors
 (1)
    
    with respect to a corporation, the board of directors of the corporation or, except
in the context of the definitions of Change of Control and Continuing Directors, a
duly authorized committee thereof;(2)
    
    with respect to a partnership, the Board of Directors of the general partner of the
partnership; and
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(3)
    
    with respect to any other Person, the board or committee of such Person serving a
similar function.
 Board Resolution
 Borrowing Base
 Business Day
 Capital Lease Obligation
 Capital Stock
 (1)
    
    in the case of a corporation, corporate stock;(2)
    
    in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;(3)
    
    in the case of a partnership or limited liability company, partnership or membership
interests (whether general or limited); and(4)
    
    any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person.
 Cash Equivalents
 (1)
    
    United States dollars or, in the case of any Restricted Subsidiary organized under
the laws of any jurisdiction outside the United States, such local currencies held by such
Restricted Subsidiary from time to time in the ordinary course of business;(2)
    
    securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (providedthat the full faith and
credit of the United States is pledged in support thereof), maturing, unless such
securities are deposited to defease any Indebtedness, not more than one year from the date
of acquisition;(3)
    
    commercial paper having one of the two highest ratings obtainable from Moodys or S&P
and in each case maturing within 90 days after the date of acquisition;
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(4)
    
    certificates of deposit and eurodollar time deposits with maturities of one year or
less from the date of acquisition, bankers acceptances with maturities not exceeding one
year and overnight bank deposits, in each case (x) with any commercial bank organized
under the laws of the United States, Canada or the United Kingdom (or any state, province
or territory thereof) or any foreign branch thereof having capital and surplus aggregating
at least $100.0 million or (y) insured by any nation or government, any state, province,
municipality or other political subdivision thereof, any central bank (or similar monetary
or regulatory authority) thereof, any entity exercising executive, legislative, judicial,
regulatory, or administrative functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital ownership or
otherwise, by any of the foregoing, and any department, agency, board, commission,
tribunal, committee or instrumentality of any of the foregoing;(5)
    
    mutual funds substantially all of the assets of which constitute Cash Equivalents of
the kinds described in clauses (1) through (4) of this definition;(6)
    
    deposit accounts in the ordinary course of business with financial institutions (A)
located in the United States of America, Canada or the United Kingdom and (B) located in a
jurisdiction other than the United States of America, Canada or the United Kingdom in an
amount not in excess of $20.0 million in the aggregate; and(7)
    
    fully collateralized repurchase obligations of any commercial bank organized under
the laws of the United States of America or any state thereof, having capital and surplus
aggregating at least $100.0 million, having a term of not more than 30 days, with respect
to securities issued or fully guaranteed by the government of the United States of
America.
 Change of Control
 (1)
    
    the direct or indirect sale, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries, taken as a whole, to any person (as that term is used in Section 13(d)(3)
of the Exchange Act);(2)
    
    the adoption of a plan relating to the liquidation or dissolution of the Company;(3)
    
    any person or group (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the Beneficial Owner, directly or indirectly, of 50% or more of the
voting power of the Voting Stock of the Company;(4)
    
    the first day on which a majority of the members of the Board of Directors of the
Company are not Continuing Directors; or(5)
    
    the Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into the Company, in any such event pursuant to a
transaction in which any of the outstanding Voting Stock of the Company or such other
Person is converted into or exchanged for cash, securities or other property, other than
any such transaction where (A) the Voting Stock of the Company outstanding immediately
prior to such transaction is converted into or exchanged for Voting Stock (other than
Disqualified Stock) of the surviving or transferee Person constituting a majority of the
outstanding shares of such Voting Stock of such surviving or transferee Person
(immediately after giving effect to such issuance) and (B) immediately after such
transaction, no person or group (as such terms are used in Section 13(d) and 14(d) of
the Exchange Act) becomes, directly or indirectly, the Beneficial Owner of 50% or more of
the voting power of the Voting Stock of the surviving or transferee Person.
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Commission
 Common Stock
 Consolidated Cash Flow plus
 (1)
    
    provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was deducted in
computing such Consolidated Net Income; plus(2)
    
    Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the
extent that any such Fixed Charges were deducted in computing such Consolidated Net
Income; plus(3)
    
    depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period), non-cash asset
impairment charges and other non-cash expenses (excluding any such non-cash expense to the
extent that it represents an accrual of or reserve for cash expenses in any future period
or amortization of a prepaid cash expense that was paid in a prior period) of such Person
and its Restricted Subsidiaries for such period to the extent that such depreciation,
amortization and other non-cash expenses were deducted in computing such Consolidated Net
Income; minus(4)
    
    non-cash items increasing such Consolidated Net Income for such period, other than
the accrual of revenue consistent with past practice;
   Consolidated Net Income provided
 (1)
    
    the Net Income or loss of any Person that is not a Restricted Subsidiary or that is
accounted for by the equity method of accounting shall be included only to the extent of
the amount of dividends or distributions paid in cash to the specified Person or a
Restricted Subsidiary thereof;(2)
    
    the Net Income of any Restricted Subsidiary shall be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted Subsidiary
of that Net Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly, by
operation of the terms of its charter or any
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agreement, instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Restricted Subsidiary or its equityholders;(3)
    
    the Net Income of any Person acquired during the specified period for any period
prior to the date of such acquisition shall be excluded;(4)
    
    the cumulative effect of a change in accounting principles shall be excluded; and(5)
    
    notwithstanding clause (1) above, the Net Income or loss of any Unrestricted
Subsidiary shall be excluded, whether or not distributed to the specified Person or one of
its Subsidiaries.
 Consolidated Net Tangible Assets
 Continuing Directors
 (1)
    
    was a member of such Board of Directors on the Issue Date; or
 (2)
    
    was nominated for election or elected to such Board of Directors with the approval of
a majority of the Continuing Directors who were members of such Board of Directors at the
time of such nomination or election.
 Credit Agreement
 Credit Facilities
 Default
 Designated Non-cash Consideration
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Disqualified Stock
 Domestic Subsidiary
 Earn-out Obligation
 Equity Interests
 Equity Offering
 Existing Indebtedness
 Fair Market Value
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Fixed Charges
 (1)
    
    the consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, whether paid or accrued, including, without limitation, amortization of debt
issuance costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, commissions, discounts and other fees and
charges incurred in respect of letter of credit (other than trade letters of credit in the
ordinary course of business) or bankers acceptance financings, and net of the effect of
all payments made or received pursuant to Hedging Obligations; plus(2)
    
    the consolidated interest of such Person and its Restricted Subsidiaries that was
capitalized during such period; plus(3)
    
    any interest expense on Indebtedness of another Person that is Guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person
or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called
upon; plus(4)
    
    the product of (a) all dividends, whether paid or accrued and whether or not in cash,
on any series of Disqualified Stock or Preferred Stock of such Person or any of its
Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity
Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted
Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state and local
statutory tax rate of such Person, expressed as a decimal,
  Fixed Charge Coverage Ratio
  (1)
    
    acquisitions and dispositions of business entities or property and assets
constituting a division or line of business of any Person that have been made by the
specified Person or any of its Restricted Subsidiaries (or any entity that subsequently
becomes a Restricted Subsidiary of the Company), including through mergers or
consolidations and including any related financing transactions, during the four-quarter
reference period or subsequent to such reference period and on or prior to the Calculation
Date shall be given pro forma effect as if they had occurred on the
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first day of the four-quarter reference period and Consolidated Cash Flow for such
reference period shall be calculated on a pro forma basis in accordance with Regulation S-X
under the Securities Act, but without giving effect to clause (3) of the proviso set forth
in the definition of Consolidated Net Income;(2)
    
    the Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, shall be excluded;(3)
    
    the Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP shall be excluded, but only to the extent that the obligations giving
rise to such Fixed Charges will not be obligations of the specified Person or any of its
Restricted Subsidiaries following the Calculation Date; and(4)
    
    consolidated interest expense attributable to interest on any Indebtedness (whether
existing or being Incurred) computed on a pro formabasis and bearing a floating interest
rate shall be computed as if the rate in effect on the Calculation Date (taking into
account any interest rate option, swap, cap or similar agreement applicable to such
Indebtedness if such agreement has a remaining term in excess of 12 months or, if shorter,
at least equal to the remaining term of such Indebtedness) had been the applicable rate
for the entire period.
 GAAP
 Government Securities
 Guarantee
 Guarantors
 (1)
    
    each of our Subsidiaries that Incurs or Guarantees Obligations under the Credit
Agreement; and
 (2)
    
    any other Subsidiary that executes a Note Guarantee in accordance with the provisions
of the Indenture;
  Hedging Obligations
 (1)
    
    interest rate swap agreements, interest rate cap agreements, interest rate collar
agreements and other agreements or arrangements with respect to interest rates;
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(2)
    
    commodity swap agreements, commodity option agreements, forward contracts and other
agreements or arrangements with respect to commodity prices; and
 (3)
    
    foreign exchange contracts, currency swap agreements and other agreements or
arrangements with respect to foreign currency exchange rates.
 Holder
 Incur provided provided
 Indebtedness
 (1)
    
    in respect of borrowed money;(2)
    
    evidenced by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof);(3)
    
    in respect of bankers acceptances;(4)
    
    in respect of Capital Lease Obligations;(5)
    
    in respect of the balance deferred and unpaid of the purchase price of any property
or services, except any such balance that constitutes an accrued expense or trade payable;
providedthat Indebtedness will not include any Earn-out Obligation, except to the extent
that the contingent consideration relating thereto is not paid within 30 days after the
amount due is finally determined;(6)
    
    representing Hedging Obligations;(7)
    
    representing Disqualified Stock valued at the greater of its voluntary or involuntary
maximum fixed repurchase price plus accrued dividends; or(8)
    
    in the case of a Subsidiary of such Person, representing Preferred Stock valued at
the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued
dividends.
 provided
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(1)
    
    the accreted value thereof, in the case of any Indebtedness issued with original
issue discount; and
 (2)
    
    the principal amount thereof, together with any interest thereon that is more than 30
days past due, in the case of any other Indebtedness.
  Investment Grade
 Investments
  Issue Date
 Lien
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Moodys
 Net Income
 (1)
    
    any gain or loss, together with any related provision for taxes on such gain or loss,
realized in connection with: (a) any sale of assets outside the ordinary course of
business of such Person; or (b) the disposition of any securities by such Person or any of
its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or
any of its Restricted Subsidiaries;(2)
    
    any extraordinary gain or loss, together with any related provision for taxes on such
extraordinary gain or loss;(3)
    
    any non-cash goodwill or intangible asset impairment charges resulting from the
application of FAS 142;(4)
    
    any non-cash charges related to restructuring, debt retirement and/or store closings;(5)
    
    taxes expensed or paid in accordance with the provisions of the American Jobs
Creation Act of 2004 on any funds repatriated by any Restricted Subsidiary of the Company
to the Company; providedthat the aggregate amount of such funds the taxes relating to
which are excluded from the calculation of Net Income of the Company pursuant to this
clause shall not exceed $60.0 million; and(6)
    
    all non-cash expenses related to stock-based compensation plans, including stock
option non-cash expenses.
 Net Proceeds provided
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Note Guarantee
 Obligations
 Officer
 Officers Certificate
 Opinion of Counsel
 Permitted Business
 Permitted Investments
 (1)
    
    any Investment in the Company or in a Restricted Subsidiary of the Company;(2)
    
    any Investment in Cash Equivalents;(3)
    
    any Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment:
 (a)
    
    such Person becomes a Restricted Subsidiary of the Company; or(b)
    
    such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into, the
Company or a Restricted Subsidiary of the Company;
 (4)
    
    any Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with the covenant described above
under the caption Repurchase at the Option of HoldersAsset Sales;(5)
    
    Investments to the extent acquired in exchange for the issuance of Equity Interests
(other than Disqualified Stock) of the Company;(6)
    
    Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping
interest rate, commodity price or foreign currency exchange rate risk (or to reverse or
amend any such agreements previously made for such purposes), and not for speculative
purposes;
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(7)
    
    stock, obligations or securities received in connection with the bankruptcy or
reorganization of, or settlement of delinquent accounts and disputes with, customers and
suppliers, in each case in the ordinary course of business or received in satisfaction of
judgment;(8)
    
    advances to customers or suppliers in the ordinary course of business that are, in
conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the
balance sheet of the Company or its Restricted Subsidiaries and endorsements for
collection or deposit arising in the ordinary course of business;(9)
    
    commission, payroll, travel and similar advances to officers and employees of the
Company or any of its Restricted Subsidiaries made consistent with past practices;(10)
    
    Investments by the Company or a Restricted Subsidiary of the Company in a Receivables
Subsidiary or any Investment by a Receivables Subsidiary in any other Person, in each
case, in connection with a Qualified Receivables Transaction;(11)
    
    Investments consisting of the licensing or contribution of intellectual property in
the ordinary course of business;(12)
    
    Loans or advances to employees of the Company or any of its Restricted Subsidiaries
that are approved in good faith by a majority of the disinterested members of the Board of
Directors of the Company in an aggregate amount outstanding not to exceed $2.0 million at
any time; and(13)
    
    other Investments in any Person other than an Unrestricted Subsidiary (provided that
any such corporation, partnership, joint venture or other entity is not an Affiliate of
the Company or is an Affiliate of the Company solely because the Company, directly or
indirectly, owns Equity Interests in, or controls, such corporation, partnership, joint
venture or other entity) having an aggregate Fair Market Value (measured on the date each
such Investment was made and without giving effect to subsequent changes in value), when
taken together with all other Investments made pursuant to this clause (13) since the date
of the Indenture, not to exceed $50.0 million.
 Permitted Liens
 (1)
    
    Liens securing obligations in an amount when created or Incurred, together with the
amount of all other obligations and Indebtedness secured by a Lien under this clause (1)
at that time outstanding, not to exceed the greater of (a) the aggregate amount of
Indebtedness permitted to be Incurred pursuant to clause (1) of the second paragraph under
the caption Certain CovenantsIncurrence of Indebtedness; and (b) the maximum
principal amount of Indebtedness that, as of the date such Indebtedness could be incurred
and after giving effect to the incurrence of such Indebtedness, would not cause the
Secured Leverage Ratio of the Company and the Restricted Subsidiaries to exceed 3.5 to
1.0;(2)
    
    Liens on the assets of the Company or any Restricted Subsidiary thereof securing
Indebtedness Incurred under clause (15) of the second paragraph of the covenant described
under the caption Certain CovenantsIncurrence of Indebtedness;(3)
    
    Liens in favor of the Company or any Restricted Subsidiary that is a Guarantor;(4)
    
    Liens on property of a Person existing at the time such Person is merged with or into
or consolidated with the Company or any Restricted Subsidiary of the Company; provided
that such Liens were in existence prior to the contemplation of such merger or
consolidation and do
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not extend to any assets other than those of the Person merged into or consolidated with
the Company or the Restricted Subsidiary;(5)
    
    Liens on property existing at the time of acquisition thereof by the Company or any
Restricted Subsidiary of the Company, providedthat such Liens were in existence prior to
the contemplation of such acquisition and do not extend to any property other than the
property so acquired by the Company or the Restricted Subsidiary;(6)
    
    Liens securing the Notes and the Note Guarantees;(7)
    
    Liens existing on the date of the Indenture;(8)
    
    Liens securing Permitted Refinancing Indebtedness; providedthat such Liens do not
extend to any property or assets other than the property or assets that secure the
Indebtedness being refinanced;(9)
    
    Liens on property or assets used to defease or to satisfy and discharge Indebtedness;
providedthat (a) the Incurrence of such Indebtedness was not prohibited by the Indenture
and (b) such defeasance or satisfaction and discharge is not prohibited by the Indenture;(10)
    
    Liens to secure Indebtedness (including Capital Lease Obligations) permitted by
clause (4) of the second paragraph of the covenant described under the caption Certain
CovenantsIncurrence of Indebtedness; providedthat any such Lien (i) covers only the
assets acquired, constructed or improved with such Indebtedness and (ii) is created within
180 days of such acquisition, construction or improvement;(11)
    
    Liens to secure Indebtedness Incurred for the purpose of financing all or any part of
the purchase price or cost of construction or improvement of any warehouse facility used
in the business of the Company or any Restricted Subsidiary of the Company, in an
aggregate principal amount not to exceed at any time outstanding $35.0 million;(12)
    
    Liens on cash or Cash Equivalents securing Hedging Obligations of the Company or any
of its Restricted Subsidiaries (a) that are Incurred for the purpose of fixing, hedging or
swapping interest rate, commodity price or foreign currency exchange rate risk (or to
reverse or amend any such agreements previously made for such purposes), and not for
speculative purposes, or (b) securing letters of credit that support such Hedging
Obligations;(13)
    
    Liens incurred or deposits made in the ordinary course of business in connection with
workers compensation, unemployment insurance or other social security obligations;(14)
    
    Lien, deposits or pledges to secure the performance of bids, tenders, contracts
(other than contracts for the payment of Indebtedness), leases, or other similar
obligations arising in the ordinary course of business;(15)
    
    survey exceptions, encumbrances, easements or reservations of, or rights of other
for, rights of way, zoning or other restrictions as to the use of properties, and defects
in title which, in the case of any of the foregoing, were not incurred or created to
secure the payment of Indebtedness, and which in the aggregate do not materially adversely
affect the value of such properties or materially impair the use for the purposes of which
such properties are held by the Company or any of its Restricted Subsidiaries;
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(16)
    
    judgment and attachment Liens not giving rise to an Event of Default and notices of
lis pendensand associated rights related to litigation being contested in good faith by
appropriate proceedings and for which adequate reserves have been made;(17)
    
    Liens, deposits or pledges to secure public or statutory obligations, surety, stay,
appeal, indemnity, performance or other similar bonds or obligations; and Liens, deposits
or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations,
or to secure letters of credit in lieu of or supporting the payment of such bonds or
obligations;(18)
    
    Liens in favor of collecting or payor banks having a right of setoff, revocation,
refund or chargeback with respect to money or instruments of the Company or any Subsidiary
thereof on deposit with or in possession of such bank;(19)
    
    any interest or title of a lessor, licensor or sublicensor in the property subject to
any lease, license or sublicense;(20)
    
    Liens arising from precautionary UCC financing statements regarding operating leases
or consignments;(21)
    
    Liens of franchisors in the ordinary course of business not securing Indebtedness;(22)
    
    Liens for taxes, assessments and governmental charges not yet delinquent or being
contested in good faith and for which adequate reserves have been established to the
extent required by GAAP;(23)
    
    Liens on cash and Cash Equivalents to secure letters of credit for the account of any
Person that were in existence prior to, and not in contemplation of, the acquisition of
such Person by the Company or any Restricted Subsidiary of the Company pending the
replacement thereof with letters of credit issued under the Credit Agreement; provided
that the aggregate Fair Market Value of all cash and Cash Equivalents subject to such
Liens pursuant to this clause (23) shall not at any time exceed $5.0 million;(24)
    
    carriers, warehousemens, mechanics, materialmens, repairmens and other like
Liens imposed by law, arising in the ordinary course of business and securing obligations
that are not overdue by more than 30 days or are being contested in good faith by
appropriate proceedings and for which adequate reserves have been made; and(25)
    
    Liens incurred in the ordinary course of business of the Company or any Restricted
Subsidiary of the Company with respect to obligations that do not exceed at any time
outstanding the greater of (x) $25.0 million and (y) 5.0% of the Companys Consolidated
Net Tangible Assets on such date of Incurrence.
 Permitted Refinancing Indebtedness
 (A)
    
    any Indebtedness of the Company or any of its Restricted Subsidiaries (other than
Disqualified Stock) issued in exchange for, or the net proceeds of which are used to
extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or
any of its Restricted Subsidiaries (other than Disqualified Stock and intercompany
Indebtedness); providedthat:
 (1)
    
    the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted value, if
applicable) of the
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Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus
all accrued and unpaid interest thereon and the amount of any reasonably determined
premium necessary to accomplish such refinancing and such reasonable expenses
incurred in connection therewith);(2)
    
    such Permitted Refinancing Indebtedness has a final maturity date later
than the final maturity date of, and has a Weighted Average Life to Maturity equal
to or greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded;(3)
    
    if the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is subordinated in right of payment to the Notes or the Note
Guarantees, such Permitted Refinancing Indebtedness has a final maturity date later
than the final maturity date of the Notes and is subordinated in right of payment to
the Notes or the Note Guarantees, as applicable, on terms at least as favorable,
taken as a whole, to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced, defeased
or refunded;(4)
    
    if the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is pari passuin right of payment with the Notes or any Note
Guarantees, such Permitted Refinancing Indebtedness is pari passuwith, or
subordinated in right of payment to, the Notes or such Note Guarantees; and(5)
    
    such Indebtedness is Incurred by either (a) the Restricted Subsidiary
that is the obligor on the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded or (b) the Company; and
 (B)
    
    any Disqualified Stock of the Company or any of its Restricted Subsidiaries issued in
exchange for, or the net proceeds of which are used to extend, refinance, renew, replace
or refund Indebtedness or other Disqualified Stock of the Company or any of its Restricted
Subsidiaries (other than Indebtedness or Disqualified Stock held by the Company or any of
its Restricted Subsidiaries); providedthat:
 (1)
    
    the liquidation or face value of such Permitted Refinancing Indebtedness
does not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness, or the liquidation or face value of the Disqualified Stock, as
applicable, so extended, refinanced, renewed, replaced or refunded (plus all accrued
and unpaid interest or dividends thereon and the amount of any reasonably determined
premium necessary to accomplish such refinancing and such reasonable expenses
incurred in connection therewith);(2)
    
    such Permitted Refinancing Indebtedness has a final redemption date later
than the final maturity or redemption date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness or Disqualified Stock being extended, refinanced, renewed, replaced or
refunded;(3)
    
    such Permitted Refinancing Indebtedness has a final redemption date later
than the final maturity date of, and is subordinated in right of payment to, the
Notes on terms at least as favorable, taken as a whole, to the Holders of Notes as
those contained in the documentation governing the Indebtedness or Disqualified Stock
being extended, refinanced, renewed, replaced or refunded;
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(4)
    
    such Permitted Refinancing Indebtedness is not redeemable at the option of
the holder thereof or mandatorily redeemable prior to the final maturity or
redemption date of the Indebtedness or Disqualified Stock being extended, refinanced,
renewed, replaced or refunded; and(5)
    
    such Disqualified Stock is issued by either (a) the Restricted Subsidiary
that is the issuer of the Indebtedness or Disqualified Stock being extended,
refinanced, renewed, replaced or refunded or (b) the Company.
 Person
 Preferred Stock
 Purchase Money Note
 Qualified Receivables Transaction
 Rating Agency
 Receivables Subsidiary
 100




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##### Table of Contents



Registration Rights Agreement
 Replacement Assets
 Restricted Investment
 Restricted Subsidiary
 S&P
 Secured Indebtedness
 Secured Leverage Ratio
 Significant Subsidiary
 Standard Securitization Undertaking
 101




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##### Table of Contents



Stated Maturity
 Stock Purchase Agreement
 Subsidiary
 (1)
    
    any corporation, association, limited liability company or other business entity of
which more than 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of that Person (or a combination
thereof); and
 (2)
    
    any partnership (a) the sole general partner or the managing general partner of which
is such Person or a Subsidiary of such Person or (b) the only general partners of which
are such Person or one or more Subsidiaries of such Person (or any combination thereof).
 Unrestricted Subsidiary
 Voting Stock
 Weighted Average Life to Maturity
 (1)
    
    the sum of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of principal,
including payment at final maturity, in respect thereof, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and the making
of such payment; by
 (2)
    
    the then outstanding principal amount of such Indebtedness.
 Wholly Owned Restricted Subsidiary
 102




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MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES
    
    
    an individual who is a citizen or resident of the U.S.;
    
    a corporation, or other entity taxable as a corporation for U.S. federal income tax
purposes, created or organized in or under the laws of the U.S. or of any state thereof or
the District of Columbia;
    
    an estate the income of which is subject to U.S. federal income taxation regardless
of its source; or
    
    a trust, if a court within the U.S. is able to exercise primary jurisdiction over its
administration and one or more U.S. persons have authority to control all of its
substantial decisions, or if the trust has a valid election in effect under applicable
Treasury regulations to be treated as a U.S. person.
   103




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Investors should consult their own tax advisors with respect to the application of the U.S.
federal income tax laws to their particular situations as well as any tax consequences arising
under the U.S. federal estate or gift tax rules or under the laws of any state, local or foreign
taxing jurisdiction or under any applicable tax treaty.
 U.S. Holders
 Exchange Offer
  Treatment of the Notes
  Payments of Interest
  Market Discount
  104




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##### Table of Contents



Amortizable Bond Premium
   Sale, Redemption, or Other Taxable Disposition of Exchange Notes
  105




---



##### Table of Contents



Medicare Tax
  Information Reporting and Backup Withholding
   Non-U.S. Holders
 Exchange Offer
  Payments of Interest
  
    
    does not actually or by attribution own 10% or more of the combined voting power of
all classes of our stock entitled to vote;
    
    is not a controlled foreign corporation for U.S. federal income tax purposes that is
related to us actually or by attribution through stock ownership;
    
    is not a bank that acquired the notes in consideration for an extension of credit
made pursuant to a loan agreement entered into in the ordinary course of business; and
 106




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##### Table of Contents




    
    either (a) provides an appropriate IRS Form W-8 (or a suitable substitute form)
signed under penalties of perjury that includes the non-U.S. holders name and address,
and certifies as to non-U.S. status in compliance with applicable law and regulations; or
(b) is a securities clearing organization, bank or other financial institution that holds
customers securities in the ordinary course of its trade or business and provides a
statement to us or our agent under penalties of perjury in which it certifies that such an
IRS Form W-8 (or a suitable substitute form) has been received by it from the non-U.S.
holder or qualifying intermediary and furnishes us or our agent with a copy. The Treasury
regulations provide special certification rules for notes held by a foreign partnership
and other intermediaries.
  i.e.
 Sale, Redemption or Other Taxable Disposition of the Exchange Notes
  
    
    the gain is effectively connected with the conduct of a U.S. trade or business by the
non-U.S. holder (and, if required by an applicable tax treaty, the gain is attributable to
a permanent establishment maintained in the U.S. by the non-U.S. holder); or
 
    
    the non-U.S. holder is an individual who is present in the U.S. for 183 days or more
during the taxable year of that disposition, and certain other conditions are met or the
non-U.S. holder is subject to Code provisions applicable to certain U.S. expatriates.
  Information Reporting and Backup Withholding
   107




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U.S. Estate Tax
   108




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##### Table of Contents



PLAN OF DISTRIBUTION
    
    
    an affiliate of Brown Shoe within the meaning of Rule 405 under the Securities Act; or
 
    
    a broker-dealer.
   109




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##### Table of Contents



LEGAL MATTERS
  
 INDEPENDENT ACCOUNTANTS
   
 WHERE YOU CAN FIND MORE INFORMATION
 www.brownshoe.com.
 www.sec.gov.
 110




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##### Table of Contents




    
    our Annual Report on Form 10-K for the fiscal year ended January 29, 2011, which we
filed with the SEC on April 1, 2011;
 
    
    our Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2011, which
we filed with the SEC on June 9, 2011; and
 
    
    our Current Reports on Form 8-K filed with the SEC on February 17, 2011 (as amended
on Form 8-K/A filed with the SEC on April 22, 2011), April 27, 2011, May 11, 2011, May 13,
2011, and May 26, 2011.
   111




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INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES

YEAR ENDED DECEMBER 31, 2010
 Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Financial StatementsConsolidated Balance Sheet
    
    
    F-3 - F-4Consolidated Statement of Income
    
    
    F-5Consolidated Statement of Stockholders Equity and Comprehensive Income
    
    
    F-6Consolidated Statement of Cash Flows
    
    
    F-7 - F-8Notes to Consolidated Financial Statements
    
    
    F-9 - F-24Report of Independent Registered Public Accounting Firm
    
    
    F-25
 F-1




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Report of Independent Registered Public Accounting Firm
 
     
 F-2




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEET
 DECEMBER 31, 2010
 (in thousands)AssetsCurrent assetsCash and cash equivalents
    
    $
    5,889Accounts receivable, net of allowances for doubtful accounts
of $951,000 for 2010
    
    
    31,714Inventories, net
    
    
    50,371Other receivables
    
    
    2,992Income tax receivable
    
    
    1,380Prepaid expenses and other current assets
    
    
    1,087Deferred income taxes
    
    
    2,535Total current assets
    
    
    95,968Other assets
    
    
    44Intangible assets, net
    
    
    5,350Property, plant and equipment, net
    
    
    10,205Deferred income taxes
    
    
    3,334Total assets
    
    $
    114,901
 F-3




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEET (Continued)
 DECEMBER 31, 2010
 (in thousands)Liabilities and EquityCurrent liabilitiesCredit facility
    
    $
    11,539Accounts payable
    
    
    20,034Accrued expenses
    
    
    11,075Obligations under capital leases, current portion
    
    
    38Income taxes payable
    
    
    251Total current liabilities
    
    
    42,937EquityCommon
stock, $0.0001 par value. Authorized 200,000 shares; 100,000 shares issued and outstanding
    
    
    Preferred stock, $0.0001 par value. Authorized 30,000

 shares; 21,000 shares issued and outstanding.
Liquidation value of $10,000 per share
    
    
    Additional paid-in capital
    
    
    5,000Accumulated other comprehensive income
    
    
    2,255Retained earnings
    
    
    64,566Total stockholders equity attributable to American
Sporting Goods Corporation and Subsidiaries
    
    
    71,821Noncontrolling interest in consolidated subsidiaries
    
    
    143Total equity
    
    
    71,964Total liabilities and equity
    
    $
    114,901
 See accompanying notes to consolidated financial statements.
 F-4




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AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENT OF INCOME
 YEAR ENDED DECEMBER 31, 2010
 (in thousands)Revenues, net
    
    $
    231,742Cost of sales
    
    
    144,172Gross profit
    
    
    87,570Selling, general and administrative expenses
    
    
    61,965Other expenses, net
    
    
    571Interest expense
    
    
    743Interest and miscellaneous income
    
    
    (474
    )Income before income taxes
    
    
    24,765Income taxes
    
    
    9,815Net income
    
    
    14,950Noncontrolling interest in loss of consolidated subsidiaries
    
    
    255Net income attributable to American Sporting Goods
Corporation and Subsidiaries
    
    $
    15,205
 See accompanying notes to consolidated financial statements.
 F-5




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AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
 YEAR ENDED DECEMBER 31, 2010
 AccumulatedAdditional
    
    
    Other
    
    
    
    
    
    
    Noncontrolling
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Preferred Stock
    
    
    Paid-in
    
    
    Comprehensive
    
    
    Retained
    
    
    Interest in
    
    
    Total
    
    
    Comprehensive(in thousands)
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Income
    
    
    Earnings
    
    
    Cons. Subs.
    
    
    Equity
    
    
    IncomeBalances, December
31, 2009
    
    
    100
    
    
    $
    
    
    
    
    21
    
    
    $
    
    
    
    $
    5,000
    
    
    $
    1,615
    
    
    $
    49,361
    
    
    $
    398
    
    
    $
    56,374Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,205
    
    
    
    (255
    )
    
    
    14,950
    
    
    $
    14,950Foreign
currency
translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    640
    
    
    
    
    
    
    
    
    
    
    
    640
    
    
    
    640Comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,590Comprehensive
loss attributable
to the
noncontrolling
interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    255Comprehensive
income attributable
to American
Sporting Goods
Corporation and
Subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    15,845Balances,
December 31, 2010
    
    
    100
    
    
    $
    
    
    
    
    21
    
    
    $
    
    
    
    $
    5,000
    
    
    $
    2,255
    
    
    $
    64,566
    
    
    $
    143
    
    
    $
    71,964
 See accompanying notes to consolidated financial statements.
 F-6




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENT OF CASH FLOWS
 YEAR ENDED DECEMBER 31, 2010
 (in thousands)Operating activitiesNet income
    
    $
    14,950Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    4,008Provision for doubtful accounts
    
    
    226Inventory reserves
    
    
    (147
    )Deferred income taxes
    
    
    (738
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    1,377Inventories
    
    
    (10,574
    )Other receivables
    
    
    (2,259
    )Income tax receivable
    
    
    1,216Prepaid expenses and other current assets
    
    
    3,012Other assets
    
    
    540Accounts payable
    
    
    4,645Accrued expenses
    
    
    2,732Other liabilities
    
    
    66Net cash provided by operating activities
    
    
    19,054Investing activitiesPurchases of property, plant and equipment
    
    
    (4,574
    )Net cash used in investing activities
    
    
    (4,574
    )Financing activitiesCredit facility activity, net
    
    
    (14,479
    )Payments of term loan payable  other
    
    
    (25
    )Payments of obligations under capital leases
    
    
    (43
    )Net cash used in financing activities
    
    
    (14,547
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    640Net increase in cash
    
    
    573Cash and cash equivalents, beginning of year
    
    
    5,316Cash and cash equivalents, end of year
    
    $
    5,889
 F-7




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
 YEAR ENDED DECEMBER 31, 2010
 (in thousands)Supplemental disclosures of cash flow information:Cash and cash equivalents paid during year for:Income taxes paid, net
    
    $
    8,693Interest
    
    $
    743
 See accompanying notes to consolidated financial statements.
 F-8




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2010
 1. Description of Business
 Nature of Business
  Basis of Consolidation
      F-9




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 DECEMBER 31, 2010
 2. Summary of Significant Accounting Policies
 Use of Estimates
  Cash and Cash Equivalents
  Fair Value of Financial Instruments
  Accounts Receivable and Allowances for Doubtful Accounts
  Inventory
  Property, Plant and Equipment
  F-10




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 DECEMBER 31, 2010
 Furniture and fixtures
    
    5 yearsMachinery and equipment
    
    3 to 10 yearsLeasehold improvements
    
    Shorter of the lease term or useful lifeProduction molds
    
    1 to 2 yearsVehicles
    
    3 to 5 yearsComputer system and hardware
    
    3 to 5 years
 Impairment of Long-Lived Assets
  Intangible Assets
 Intangibles  Goodwill and Other
  (in thousands)License
    
    $
    3,000Trademarks
    
    
    3,439Patents
    
    
    16Total
    
    
    6,455Less accumulated amortization
    
    
    (1,105
    )$
    5,350
  F-11




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 DECEMBER 31, 2010
 Comprehensive Income
 Comprehensive Income
 Foreign Currency Matters
 Foreign Currency Matters
  Revenue Recognition
  Product Development
  Shipping and Handling Expenses
  Advertising Expenses
  Interest Expense
  F-12




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 DECEMBER 31, 2010
 Income Taxes
 Income Taxes
 3. Inventories, Net
  (in thousands)Raw material
    
    $
    2,535Work in process
    
    
    3,093Finished goods
    
    
    44,743$
    50,371
  4. Property, Plant and Equipment, Net
  (in thousands)Furniture and fixtures
    
    $
    196Machinery and equipment
    
    
    11,703Leasehold improvements
    
    
    1,738Production molds
    
    
    3,835Vehicles
    
    
    420Computer system and hardware
    
    
    3,500Total
    
    
    21,392Less accumulated depreciation and amortization
    
    
    (12,038
    )9,354Construction-in-progress
    
    
    851$
    10,205
  F-13




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 DECEMBER 31, 2010
  5. Credit Facility
   6. Term Loan Payable  Other
  7. Capital Stock
  F-14




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 DECEMBER 31, 2010
 8. Obligations Under Capital Leases
  (in thousands)2011
    
    $
    382012
    
    
    4Total minimum lease payments
    
    
    42Less: Amounts representing interest
    
    
    4Present value of net minimum lease payments
    
    
    38Less: Current portion of capital leases
    
    
    (38
    )Obligations under capital leases, net of current portion
    
    $
    
 9. Leases
   (in thousands)2011
    
    $
    2,7992012
    
    
    1,0622013
    
    
    2482014
    
    
    2312015
    
    
    2302016 and thereafter
    
    
    172Total minimum lease payments
    
    $
    4,742
 F-15




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 DECEMBER 31, 2010
  (in thousands)Office and warehouse space
    
    $
    3,051Equipment
    
    
    3393,390Less sublease income(1)
    
    
    (52
    )Total
    
    $
    3,338
 (1)
    
    Sublease income relates to leased space that was no longer being used. 10. Income Taxes
  (in thousands)CurrentFederal
    
    $
    7,842State
    
    
    2,244Foreign
    
    
    46710,553DeferredFederal
    
    
    (564
    )State
    
    
    (154
    )Foreign
    
    
    (20
    )(738
    )Total income tax provision
    
    $
    9,815
   F-16




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 DECEMBER 31, 2010
  (in thousands)Deferred tax assets:Operating loss carry forwards
    
    $
    2,700Tax credit carry forwards
    
    
    2,266Inventory
    
    
    1,159Allowance for bad debts
    
    
    379Trade credits
    
    
    1,452Other
    
    
    1,015Total deferred tax assets
    
    
    8,971Deferred tax liabilities:Property and equipment
    
    
    (798
    )Prepaids and other
    
    
    (108
    )Total deferred tax liabilities
    
    
    (906
    )Subtotal
    
    
    8,065Valuation allowance
    
    
    (2,196
    )Net deferred tax assets
    
    $
    5,869
   F-17




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 DECEMBER 31, 2010
 11. Unrecognized Tax Benefits
 Income Taxes
 12. 401(k) Plan
  13. Related Party Transactions
  14. Business Concentrations
   F-18




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 DECEMBER 31, 2010
  15. Commitments and Contingencies
 Contractual Obligations
   Claims and Litigation
     F-19




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 DECEMBER 31, 2010
     Proged Sale Commitment
  Severance Payment
  16. Subsequent Events  Acquisition
    F-20




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 DECEMBER 31, 2010
 17. Subsequent Events  Guarantee of Brown Shoe Company, Inc. Indebtedness
   F-21




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 DECEMBER 31, 2010
 American Sporting Goods Corporation and Subsidiaries
 Condensed Consolidating Balance Sheet
 As of December 31, 2010
 (in thousands)
    
    Parent
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    TotalAssetsCurrent assets:Cash and cash equivalents
    
    $
    2
    
    
    $
    
    
    
    $
    5,887
    
    
    $
    
    
    
    $
    5,889Accounts receivable, net of allowances
    
    
    22,067
    
    
    
    6,927
    
    
    
    2,720
    
    
    
    
    
    
    
    31,714Intercompany receivables
    
    
    5,930
    
    
    
    
    
    
    
    3,035
    
    
    
    (8,965
    )
    
    
    Inventories, net
    
    
    39,524
    
    
    
    3,031
    
    
    
    7,789
    
    
    
    27
    
    
    
    50,371Other receivables
    
    
    693
    
    
    
    59
    
    
    
    2,240
    
    
    
    
    
    
    
    2,992Income tax receivable
    
    
    1,380
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,380Prepaid expenses and other current assets
    
    
    880
    
    
    
    207
    
    
    
    
    
    
    
    
    
    
    
    1,087Deferred income taxes
    
    
    2,513
    
    
    
    
    
    
    
    
    
    
    
    22
    
    
    
    2,535Total current assets
    
    $
    72,989
    
    
    $
    10,224
    
    
    $
    21,671
    
    
    $
    (8,916
    )
    
    $
    95,968Other assets
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44Intangible assets, net
    
    
    4,838
    
    
    
    512
    
    
    
    
    
    
    
    
    
    
    
    5,350Property, plant and equipment, net
    
    
    3,561
    
    
    
    79
    
    
    
    6,565
    
    
    
    
    
    
    
    10,205Investment in subsidiaries
    
    
    56,955
    
    
    
    
    
    
    
    
    
    
    
    (56,955
    )
    
    
    Deferred income taxes
    
    
    3,278
    
    
    
    
    
    
    
    56
    
    
    
    
    
    
    
    3,334Total assets
    
    $
    141,665
    
    
    $
    10,815
    
    
    $
    28,292
    
    
    $
    (65,871
    )
    
    $
    114,901Liabilities and equityCurrent liabilities:Credit facility
    
    $
    11,539
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    11,539Accounts payable
    
    
    9,041
    
    
    
    1,591
    
    
    
    9,402
    
    
    
    
    
    
    
    20,034Intercompany payables
    
    
    3,025
    
    
    
    58,326
    
    
    
    
    
    
    
    (61,351
    )
    
    
    Accrued expenses
    
    
    6,430
    
    
    
    864
    
    
    
    3,781
    
    
    
    
    
    
    
    11,075Obligations under capital leases,
current portion
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38Income taxes payable
    
    
    119
    
    
    
    
    
    
    
    132
    
    
    
    
    
    
    
    251Total current liabilities
    
    $
    30,192
    
    
    $
    60,781
    
    
    $
    13,315
    
    
    $
    (61,351
    )
    
    $
    42,937EquityAmerican Sporting Goods Corporation and
subsidiaries shareholders equity
    
    
    111,473
    
    
    
    (49,966
    )
    
    
    14,834
    
    
    
    (4,520
    )
    
    
    71,821Noncontrolling interest in consolidated
subsidiaries
    
    
    
    
    
    
    
    
    
    
    143
    
    
    
    
    
    
    
    143Total equity
    
    
    111,473
    
    
    
    (49,966
    )
    
    
    14,977
    
    
    
    (4,520
    )
    
    
    71,964Total liabilities and equity
    
    $
    141,665
    
    
    $
    10,815
    
    
    $
    28,292
    
    
    $
    (65,871
    )
    
    $
    114,901
 F-22




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 DECEMBER 31, 2010
 American Sporting Goods Corporation and Subsidiaries
 Condensed Consolidating Statement of Income
 For the Year Ended December 31, 2010
 (in thousands)
    
    Parent
    
    Guarantors
    
    Non-Guarantors
    
    Eliminations
    
    TotalRevenues, net
    
    $
    195,624
    
    
    $
    31,852
    
    
    $
    58,059
    
    
    $
    (53,793
    )
    
    $
    231,742Cost of sales
    
    
    127,774
    
    
    
    20,078
    
    
    
    50,552
    
    
    
    (54,232
    )
    
    
    144,172Gross profit
    
    
    67,850
    
    
    
    11,774
    
    
    
    7,507
    
    
    
    439
    
    
    
    87,570Selling, general and administrative expenses
    
    
    47,500
    
    
    
    7,960
    
    
    
    6,558
    
    
    
    (53
    )
    
    
    61,965Other expenses, net
    
    
    338
    
    
    
    85
    
    
    
    148
    
    
    
    
    
    
    
    571Interest expense
    
    
    491
    
    
    
    252
    
    
    
    
    
    
    
    
    
    
    
    743Interest and miscellaneous income
    
    
    (399
    )
    
    
    (75
    )
    
    
    
    
    
    
    
    
    
    
    (474
    )Income before income taxes
    
    
    19,920
    
    
    
    3,552
    
    
    
    801
    
    
    
    492
    
    
    
    24,765Income taxes
    
    
    8,076
    
    
    
    1,492
    
    
    
    242
    
    
    
    5
    
    
    
    9,815Net income
    
    
    11,844
    
    
    
    2,060
    
    
    
    559
    
    
    
    487
    
    
    
    14,950Noncontrolling interest in loss of
consolidated subsidiaries
    
    
    
    
    
    
    
    
    
    
    255
    
    
    
    
    
    
    
    255Equity in operations of subsidiaries
    
    
    2,060
    
    
    
    
    
    
    
    
    
    
    
    (2,060
    )
    
    
    Net income attributable to American
Sporting Goods Corporation and Subsidiaries
    
    $
    13,904
    
    
    $
    2,060
    
    
    $
    814
    
    
    $
    (1,573
    )
    
    $
    15,205
 F-23




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##### Table of Contents



AMERICAN SPORTING GOODS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 DECEMBER 31, 2010
 American Sporting Goods Corporation and Subsidiaries
 Condensed Consolidating Statement of Cash Flows
 For the Year Ended December 31, 2010
 (in thousands)
    
    Parent
    
    Guarantors
    
    Non-Guarantors
    
    Eliminations
    
    TotalNet cash provided by operating activities
    
    $
    13,800
    
    
    $
    1,924
    
    
    $
    3,294
    
    
    $
    36
    
    
    
    $19,054Investing activitiesPurchases of property, plant and equipment
    
    
    (3,141
    )
    
    
    (63
    )
    
    
    (1,370
    )
    
    
    
    
    
    
    (4,574
    )Net cash used in investing activities
    
    
    (3,141
    )
    
    
    (63
    )
    
    
    (1,370
    )
    
    
    
    
    
    
    (4,574
    )Financing activitiesCredit facility activity, net
    
    
    (14,479
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,479
    )Payments of term loan payable  other
    
    
    (25
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25
    )Payments of obligations under capital leases
    
    
    (43
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (43
    )Intercompany financing
    
    
    3,888
    
    
    
    (1,865
    )
    
    
    (2,068
    )
    
    
    45
    
    
    
    Net cash used in financing activities
    
    
    (10,659
    )
    
    
    (1,865
    )
    
    
    (2,068
    )
    
    
    45
    
    
    
    (14,547
    )Effect of exchange rate changes on cash and cash
equivalents
    
    
    
    
    
    
    
    
    
    
    721
    
    
    
    (81
    )
    
    
    640Net increase in cash
    
    
    
    
    
    
    (4
    )
    
    
    577
    
    
    
    
    
    
    
    573Cash and cash equivalents, beginning of year
    
    
    2
    
    
    
    4
    
    
    
    5,310
    
    
    
    
    
    
    
    5,316Cash and cash equivalents, end of year
    
    $
    2
    
    
    $
    
    
    
    $
    5,887
    
    
    $
    
    
    
    $
    5,889
 F-24




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    
   F-25




---



##### Table of Contents



PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 Item 20. Indemnification of Directors and Officers.
 Indemnification of Directors and Officers of the Issuer
     II-1




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##### Table of Contents



Indemnification of Directors and Officers of Guarantors
  Delaware Corporate Guarantors
    Missouri Corporate Guarantors
  II-2




---



##### Table of Contents



Pennsylvania Corporate Guarantor
  II-3




---



##### Table of Contents



Delaware Limited Liability Company Guarantors
   II-4




---



##### Table of Contents



Canadian Corporate Guarantor
    Item 21. Exhibits.
 Exhibits
 Item 22. Undertakings.
   II-5




---



##### Table of Contents



(1)
    
    To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
 (i)
    
    To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;(ii)
    
    To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement;(iii)
    
    To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
 (2)
    
    That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.(3)
    
    To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.(4)
    
    If the registrant is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial statements required by
Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by Section 10(a)(3)
of the Act need not be furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial statements required
pursuant to this paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date of those
financial statements.(5)
    
    That, for the purpose of determining liability under the Securities Act of 1933
to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall
be deemed to be part of and included in the registration statement as of the date it is
first used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement
 II-6




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##### Table of Contents



or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
 (6)
    
    That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
 (i)
    
    Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424;(ii)
    
    Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;(iii)
    
    The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and(iv)
    
    Any other communication that is an offer in the offering made
by the undersigned registrant to the purchaser.
 (b)
    
    The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrants annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plans annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.(c)
    
    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrants pursuant to the
foregoing provisions, or otherwise, the registrants have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrants of
expenses incurred or paid by a director, officer or controlling person of the registrants in
the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the
registrants will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.(d)
    
    The undersigned registrant hereby undertakes to respond to requests for information that is
incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this
form, within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.(e)
    
    The undersigned registrant hereby undertakes to supply by means of a post-effective amendment
all information concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when it became
effective.
 II-7




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##### Table of Contents



SIGNATURES
  Brown Shoe Company, Inc.By:
    /s/ Mark E. HoodName:
    Mark E. HoodTitle:
    Senior Vice President and Chief Financial Officer POWER OF ATTORNEY
   Signatures
    
    Title
    
    Date/s/ Diane M. Sullivan

Diane M. Sullivan
    
    President and Chief Executive
Officer (Principal Executive
Officer)
    
    July 14, 2011/s/ Mark E. Hood

Mark E. Hood
    
    Senior Vice President and Chief
Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
    
    July 14, 2011/s/ Ronald A. Fromm

Ronald A. Fromm
    
    Chairman of the Board of Directors
    
    July 14, 2011Mario L. Baeza
    
    Director/s/ Carla C. Hendra

Carla C. Hendra
    
    Director
    
    July 14, 2011/s/ Ward M. Klein

Ward M. Klein
    
    Director
    
    July 14, 2011/s/ Steven W. Korn

Steven W. Korn
    
    Director
    
    July 14, 2011/s/ Patricia G. McGinnis

Patricia G. McGinnis
    
    Director
    
    July 14, 2011
 II-8




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##### Table of Contents



Signatures
    
    Title
    
    Date/s/ W. Patrick McGinnis

W. Patrick McGinnis
    
    Director
    
    July 14, 2011/s/ Michael F. Neidorff

Michael F. Neidorff
    
    Director
    
    July 14, 2011/s/ Hal J. Upbin

Hal J. Upbin
    
    Director
    
    July 14, 2011Harold B. Wright
    
    Director
 II-9




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##### Table of Contents



SIGNATURES
  Sidney Rich Associates, Inc.By:
    /s/ Mark E. HoodName:
    Mark E. HoodTitle:
    Senior Vice President and Chief Financial
Officer POWER OF ATTORNEY
   Signatures
    
    Title
    
    Date/s/ Diane M. Sullivan

Diane M. Sullivan
    
    President and Chief
Executive Officer 
(Principal Executive Officer)
    
    July 14, 2011/s/ Mark E. Hood

Mark E. Hood
    
    Director and Senior Vice
President and Chief
Financial Officer (Principal
Financial Officer and
Principal Accounting
Officer)
    
    July 14, 2011/s/ Ronald A. Fromm

Ronald A. Fromm
    
    Director
    
    July 14, 2011/s/ Michael I. Oberlander

Michael I. Oberlander
    
    Director
    
    July 14, 2011
 II-10




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##### Table of Contents



SIGNATURES
  Brown Group Retail, Inc.By:
    /s/ Mark E. HoodName:
    Mark E. HoodTitle:
    Senior Vice President and Chief Financial Officer POWER OF ATTORNEY
   Signatures
    
    Title
    
    Date/s/ Diane M. Sullivan

Diane M. Sullivan
    
    President and Chief
Executive Officer
(Principal Executive Officer)
    
    July 14, 2011/s/ Mark E. Hood

Mark E. Hood
    
    Director and Senior Vice
President and Chief
Financial Officer (Principal
Financial Officer and
Principal Accounting
Officer)
    
    July 14, 2011/s/ Ronald A. Fromm

Ronald A. Fromm
    
    Director
    
    July 14, 2011/s/ Michael I. Oberlander

Michael I. Oberlander
    
    Director
    
    July 14, 2011
 II-11




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##### Table of Contents



SIGNATURES
  Brown Shoe International Corp.By:
    /s/ Mark E. HoodName:
    Mark E. HoodTitle:
    Senior Vice President and Chief Financial
Officer POWER OF ATTORNEY
   Signatures
    
    Title
    
    Date/s/ Diane M. Sullivan

Diane M. Sullivan
    
    President and Chief
Executive Officer (Principal
Executive Officer)
    
    July 14, 2011/s/ Mark E. Hood

Mark E. Hood
    
    Director and Senior Vice
President and Chief
Financial Officer (Principal
Financial Officer and
Principal Accounting
Officer)
    
    July 14, 2011/s/ Ronald A. Fromm

Ronald A. Fromm
    
    Director
    
    July 14, 2011/s/ Michael I. Oberlander

Michael I. Oberlander
    
    Director
    
    July 14, 2011
 II-12




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##### Table of Contents



SIGNATURES
  Buster Brown & Co.By:
    /s/ Mark E. HoodName:
    Mark E. HoodTitle:
    Senior Vice President and Chief Financial Officer POWER OF ATTORNEY
   Signatures
    
    Title
    
    Date/s/ Diane M. Sullivan

Diane M. Sullivan
    
    President and Chief
Executive Officer (Principal
Executive Officer)
    
    July 14, 2011/s/ Mark E. Hood

Mark E. Hood
    
    Director and Senior Vice
President and Chief
Financial Officer (Principal
Financial Officer and
Principal Accounting
Officer)
    
    July 14, 2011/s/ Ronald A. Fromm

Ronald A. Fromm
    
    Director
    
    July 14, 2011/s/ Michael I. Oberlander

Michael I. Oberlander
    
    Director
    
    July 14, 2011
 II-13




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##### Table of Contents



SIGNATURES
  Bennett Footwear Group LLC  By: Brown Shoe Company, Inc., its sole memberBy:
    /s/ Mark E. HoodName:
    Mark E. HoodTitle:
    Senior Vice President and Chief Financial Officer POWER OF ATTORNEY
   Signatures
    
    Title
    
    Date/s/ Diane M. Sullivan

Diane M. Sullivan
    
    President and Chief
Executive Officer
(Principal Executive
Officer)
    
    July 14, 2011/s/ Mark E. Hood

Mark E. Hood
    
    Senior Vice
President and Chief
Financial Officer
(Principal Financial
Officer and
Principal Accounting
Officer)
    
    July 14, 2011Brown Shoe Company, Inc.
    
    Member
    
    July 14, 2011/s/ Mark E. Hood

Mark E. HoodSenior Vice President and ChiefFinancial Officer
 II-14




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##### Table of Contents



SIGNATURES
  American Sporting Goods CorporationBy:
    /s/ Mark E. HoodName:
    Mark E. HoodTitle:
    Senior Vice President and Chief Financial
Officer POWER OF ATTORNEY
   Signatures
    
    Title
    
    Date/s/ Diane M. Sullivan

Diane M. Sullivan
    
    President and Chief
Executive Officer(Principal
Executive Officer)
    
    July 14, 2011/s/ Mark E. Hood

Mark E. Hood
    
    Director and Senior Vice
President and Chief
Financial Officer (Principal
Financial Officer and
Principal Accounting
Officer)
    
    July 14, 2011/s/ Ronald A. Fromm

Ronald A. Fromm
    
    Director
    
    July 14, 2011/s/ Michael I. Oberlander

Michael I. Oberlander
    
    Director
    
    July 14, 2011
 II-15




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##### Table of Contents



SIGNATURES
  The Basketball Marketing Company, Inc.By:
    /s/ Mark E. HoodName:
    Mark E. HoodTitle:
    Senior Vice President and Chief Financial
Officer POWER OF ATTORNEY
   Signatures
    
    Title
    
    Date/s/ Diane M. Sullivan

Diane M. Sullivan
    
    President and Chief
Executive Officer(Principal
Executive Officer)
    
    July 14, 2011/s/ Mark E. Hood

Mark E. Hood
    
    Director and Senior Vice
President and Chief
Financial Officer (Principal
Financial Officer and
Principal Accounting
Officer)
    
    July 14, 2011/s/ Ronald A. Fromm

Ronald A. Fromm
    
    Director
    
    July 14, 2011/s/ Michael I. Oberlander

Michael I. Oberlander
    
    Director
    
    July 14, 2011
 II-16




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##### Table of Contents



SIGNATURES
  Edelman Shoe, Inc.By:
    /s/ Mark E. HoodName:
    Mark E. HoodTitle:
    Senior Vice President and Chief Financial Officer POWER OF ATTORNEY
   Signatures
    
    Title
    
    Date/s/ Diane M. Sullivan

Diane M. Sullivan
    
    President and Chief
Executive Officer(Principal
Executive Officer)
    
    July 14, 2011/s/ Mark E. Hood

Mark E. Hood
    
    Director and Senior Vice
President and Chief
Financial Officer (Principal
Financial Officer and
Principal Accounting
Officer)
    
    July 14, 2011/s/ Ronald A. Fromm

Ronald A. Fromm
    
    Director
    
    July 14, 2011/s/ Michael I. Oberlander

Michael I. Oberlander
    
    Director
    
    July 14, 2011
 II-17




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##### Table of Contents



SIGNATURES
  Shoes.com, Inc.By:
    /s/ Mark E. HoodName:
    Mark E. HoodTitle:
    Senior Vice President and Chief Financial Officer POWER OF ATTORNEY
   Signatures
    
    Title
    
    Date/s/ Diane M. Sullivan

Diane M. Sullivan
    
    President and Chief
Executive Officer(Principal
Executive Officer)
    
    July 14, 2011/s/ Mark E. Hood

Mark E. Hood
    
    Director and Senior Vice
President and Chief
Financial Officer (Principal
Financial Officer and
Principal Accounting
Officer)
    
    July 14, 2011/s/ Ronald A. Fromm

Ronald A. Fromm
    
    Director
    
    July 14, 2011/s/ Michael I. Oberlander

Michael I. Oberlander
    
    Director
    
    July 14, 2011
 II-18




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##### Table of Contents



SIGNATURES
  Brown Shoe Company of Canada LtdBy:
    /s/ Mark E. HoodName:
    Mark E. HoodTitle:
    Senior Vice President and Chief Financial
Officer POWER OF ATTORNEY
   Signatures
    
    Title
    
    Date/s/ Diane M. Sullivan

Diane M. Sullivan
    
    President and Chief
Executive Officer (Principal
Executive Officer)
    
    July 14, 2011/s/ Mark E. Hood

Mark E. Hood
    
    Director, Brown Shoe
International Corp., and
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
    
    July 14, 2011/s/ Ronald A. Fromm

Ronald A. Fromm
    
    Director, Brown Shoe
International Corp.
    
    July 14, 2011/s/ Michael I. Oberlander

Michael I. Oberlander
    
    Director, Brown Shoe
International Corp.
    
    July 14, 2011
 II-19




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description of Exhibit3.1
    
    Restated Certificate of Incorporation of Brown Shoe Company, Inc.
incorporated herein by reference to Exhibit 3.1 to the Companys
Quarterly Report on Form 10-Q for the quarter ended May 5, 2007, and
filed June 5, 2007.3.2
    
    Bylaws of Brown Shoe Company, Inc. as amended through May 26, 2011,
incorporated herein by reference to Exhibit 3.1 to the Companys Form
8-K dated and filed May 26, 2011.3.3
    
    Certificate of Incorporation of Brown Shoe International Corp.,
incorporated herein by reference to Exhibit 3.3 to the Companys Form
S-4 filed May 16, 2005.3.4
    
    Bylaws of Brown Shoe International Corp., incorporated herein by
reference to Exhibit 3.4 to the Companys Form S-4 filed May 16,
2005.3.5
    
    Articles of Incorporation of Sidney Rich Associates, Inc., as
amended, incorporated herein by reference to Exhibit 3.5 to the
Companys Form S-4 filed May 16, 2005.3.6
    
    Bylaws of Sidney Rich Associates, Inc., incorporated herein by
reference to Exhibit 3.6 to the Companys Form S-4 filed May 16,
2005.3.7
    
    Articles of Incorporation of Brown Group Retail, Inc., as amended,
incorporated herein by reference to Exhibit 3.7 to the Companys Form
S-4 filed May 16, 2005.3.8
    
    Bylaws of Brown Group Retail, Inc., incorporated herein by reference
to Exhibit 3.8 to the Companys Form S-4 filed May 16, 2005.3.9
    
    Articles of Incorporation of Buster Brown & Co., as amended,
incorporated herein by reference to Exhibit 3.9 to the Companys Form
S-4 filed May 16, 2005.3.10
    
    Bylaws of Buster Brown & Co., incorporated herein by reference to
Exhibit 3.10 to the Companys Form S-4 filed May 16, 2005.3.11
    
    Certificate of Amalgamation of Brown Shoe Company of Canada Ltd,
incorporated herein by reference to Exhibit 3.11 to the Companys
Form S-4 filed May 16, 2005.3.12
    
    By-laws of Brown Shoe Company of Canada Ltd, incorporated herein by
reference to Exhibit 3.12 to the Companys Form S-4 filed May 16,
2005.3.13
    
    Certificate of Formation of Bennett Footwear Group LLC, incorporated
herein by reference to Exhibit 3.13 to the Companys Form S-4 filed
May 16, 2005.3.14
    
    Amended and Restated Limited Liability Company Agreement of Bennett
Footwear Group LLC, incorporated herein by reference to Exhibit 3.14
to the Companys Form S-4 filed May 16, 2005.3.15
    
    Certificate of Incorporation of American Sporting Goods Corporation.




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit3.16
    
    Bylaws of American Sporting Goods Corporation.3.17
    
    Certificate of Incorporation of The Basketball Marketing Company, Inc.3.18
    
    Bylaws of The Basketball Marketing Company, Inc.3.19
    
    Certificate of Incorporation of Edelman Shoe, Inc.3.20
    
    Bylaws of Edelman Shoe, Inc.3.21
    
    Certificate of Incorporation of Shoes.com, Inc.3.22
    
    Bylaws of Shoes.com, Inc.4.1a
    
    Indenture for the 8.75% Senior Notes due 2012 dated April 22, 2005,
among the Company, the subsidiary guarantors set forth therein, and
SunTrust Bank, as trustee, including the form of Global Note attached
thereto, incorporated herein by reference to Exhibit 4.1 to the
Companys Form 8-K dated and filed April 26, 2005.4.1b
    
    Supplemental Indenture for 8.75% Senior Notes, dated October 24,
2007, incorporated herein by reference to Exhibit 4.1b to the
Companys Form 10-K for the year ended February 2, 2008, and filed
March 28, 2008.4.1c
    
    Supplemental Indenture for 8.75% Senior Notes due 2012, dated as of
June 18, 2010, between Edelman Shoe, Inc., the Company and U.S. Bank
National Association, as successor to SunTrust Bank, as trustee,
incorporated herein by reference to Exhibit 4.1 to the Companys Form
10-Q for the quarter ended July 31, 2010, and filed September 7,
2010.4.1d
    
    Supplemental Indenture for 8.75% Senior Notes due 2012, dated as of
February 17, 2011, between American Sporting Goods Corporation, The
Basketball Marketing Company, Inc., the Company and U.S. Bank
National Association, as successor to SunTrust Bank, as trustee,
incorporated herein by reference to Exhibit 4.1d to the Companys
Form 10-K for the year ended January 29, 2011, and filed April 1,
2011.4.2
    
    Indenture for the 7.125% Senior Notes due 2019 dated as of May 11,
2011, among the Company, the subsidiary guarantors set forth therein,
and Wells Fargo Bank, National Association, as trustee, including the
form of Global Note attached thereto, incorporated herein by
reference to Exhibit 4.1 to the Companys Form 8-K dated May 11, 2011
and filed May 13, 2011.4.3
    
    Form of 7.125% Senior Notes due 2019 (included in Exhibit 4.2)4.4
    
    Registration Rights Agreement for the 7.125% Senior Notes due 2019
dated as of May 11, 2011, among Brown Shoe Company, Inc., the
Guarantors, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and
J.P. Morgan Securities LLC, as initial purchasers, incorporated by
reference to Exhibit 10.1 to Brown Shoe Company, Inc.s Form 8-K
dated May 11, 2011 and filed May 13, 2011.5.1
    
    Opinion of Bryan Cave LLP.5.2
    
    Opinion of Cozen OConnor.




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit5.3
    
    Opinion of McMillan L.L.P.10.1a
    
    Third Amended and Restated Credit Agreement, dated as of January 7,
2011 (the Credit Agreement), among the Company, as lead borrower
for itself and on behalf of certain of its subsidiaries, and Bank of
America, N.A., as lead issuing bank, administrative agent and
collateral agent, Wells Fargo Bank, National Association, as an
issuing bank, Wells Fargo Capital Finance, LLC, as syndication agent,
Bank of America, N.A. and JPMorgan Chase Bank, N.A., as
co-documentation agents, and the other financial institutions party
thereto, as lenders, as incorporated herein by reference to Exhibit
10.1 to the Companys Form 8-K dated and filed January 7, 2011.10.1b
    
    First Amendment to Third Amended and Restated Credit Agreement and
Confidential Side Letter, dated February 17, 2011, by and among Brown
Shoe Company, Inc., as lead borrower for itself and on behalf of
certain of its subsidiaries, and Bank of America, N.A., as lead
issuing bank, administrative agent and collateral agent, Wells Fargo
Bank, National Association, as an issuing bank, Wells Fargo Capital
Finance, LLC, as syndication agent, Bank of America, N.A. and
JPMorgan Chase Bank, N.A., as co-documentation agents, and the other
financial institutions party thereto, as lenders, as incorporated
herein by reference to Exhibit 10.2 to the Companys Form 8-K dated
and filed February 17, 2011.10.2*
    
    Summary of non-employee director compensation, incorporated herein by
reference to Exhibit 10.2 to the Companys Form 10-Q for the quarter
ended May 1, 2010, and filed June 8, 2010.10.3*
    
    Summary of compensatory arrangements for the named executive officers
of the Company, incorporated herein by reference to Exhibit 10.1 to
the Companys Form 8-K dated March 4, 2009, and filed March 10, 2009,
and Exhibit 10.2 to the Companys Form 10-Q for the quarter ended
July 31, 2010, and filed September 7, 2010.10.4a*
    
    Incentive and Stock Compensation Plan of 1999, incorporated herein by
reference to Exhibit 2 to the Companys definitive proxy statement
dated and filed April 26, 1999.10.4b*
    
    Amendment to Incentive and Stock Compensation Plan of 1999, dated May
27, 1999, incorporated herein by reference to Exhibit 10(e)(i) to the
Companys Form 10-K for the year ended January 29, 2000, and filed
April 19, 2000.10.4c*
    
    First Amendment to the Incentive and Stock Compensation Plan of 1999,
dated January 7, 2000, incorporated herein by reference to Exhibit
10(e)(ii) to the Companys Form 10-K for the year ended January 29,
2000 and filed April 19, 2000.10.5a(1)*
    
    Brown Shoe Company, Inc. Incentive and Stock Compensation Plan of
2002, as Amended and Restated as of May 22, 2008, incorporated herein
by reference to Exhibit A to the Companys definitive proxy statement
dated and filed April 11, 2008.10.5a(2)*
    
    Brown Shoe Company, Inc. Incentive and Stock Compensation Plan of
2011, incorporated herein by reference to Exhibit A to the Companys
definitive proxy materials filed with the Securities and Exchange
Commission on Schedule 14A on April 15, 2011.




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.5b(1)*
    
    Form of Incentive Stock Option Award Agreement (for grants commencing
May 2008) under the Brown Shoe Company, Inc. Incentive and Stock
Compensation Plan of 2002, incorporated herein by reference to
Exhibit 10.5b(1) to the Companys Form 10-K for the year ended
January 31, 2009, and filed March 31, 2009.10.5b(2)*
    
    Form of Incentive Stock Option Award Agreement (for grants prior to
May 2008) under the Brown Shoe Company, Inc. Incentive and Stock
Compensation Plan of 2002, incorporated herein by reference to
Exhibit 10.4 to the Companys Form 10-Q for the quarter ended July
31, 2004, and filed September 8, 2004.10.5c(1)*
    
    Form of Non-Qualified Stock Option Award Agreement (for grants
commencing May 2008) under the Brown Shoe Company, Inc. Incentive and
Stock Compensation Plan of 2002, incorporated herein by reference to
Exhibit 10.5c(1) to the Companys Form 10-K for the year ended
January 31, 2009, and filed March 31, 2009.10.5c(2)*
    
    Form of Non-Qualified Stock Option Award Agreement for awards issued
prior to May 2008 under the Brown Shoe Company, Inc. Incentive and
Stock Compensation Plan of 2002, incorporated herein by reference to
Exhibit 10.3 to the Companys Form 10-Q for the quarter ended July
31, 2004, and filed September 8, 2004.10.5d(1)*
    
    Form of Restricted Stock Agreement (for employee grants commencing
2008) under the Brown Shoe Company, Inc. Incentive and Stock
Compensation Plan of 2002, incorporated herein by reference to
Exhibit 10.5d(1) to the Companys Form 10-K for the year ended
January 31, 2009, and filed March 31, 2009.10.5d(2)*
    
    Form of Restricted Stock Agreement (for employee grants in 2006 and
2007) under the Brown Shoe Company, Inc. Incentive and Stock
Compensation Plan of 2002, incorporated herein by reference to
Exhibit 10.6 to the Companys Form 8-K dated and filed March 8, 2006.10.5d(3)*
    
    Form of Restricted Stock Agreement (for employee grants in 2002
through 2005) under the Brown Shoe Company, Inc. Incentive and Stock
Compensation Plan of 2002, incorporated herein by reference to
Exhibit 10.5 to the Companys Form 10-Q for the quarter ended July
31, 2004, and filed September 8, 2004.10.5e*
    
    Form of Restricted Stock Award Agreement for non-employee director
awards (for grants commencing May 2008) under the Brown Shoe Company,
Inc. Incentive and Stock Compensation Plan of 2002, incorporated
herein by reference to Exhibit 10.5e to the Companys Form 10-K for
the year ended January 31, 2009, and filed March 31, 2009.10.5f(1)*
    
    Form of Performance Unit Award Agreement (for 2008-2010 performance
period) under the Brown Shoe Company, Inc. Incentive and Stock
Compensation Plan of 2002, incorporated herein by reference to
Exhibit 10.1 to the Companys Form 10-Q for the quarter ended October
30, 2010, and filed December 7, 2010.10.5f(2)*
    
    Amendment to Performance Unit Award Agreement (for 2008-2010
performance period) under the Brown Shoe Company, Inc. Incentive and
Stock Compensation Plan of 2002, incorporated herein by reference to
Exhibit 10.4 to the Companys Form 8-K dated March 4, 2009, and filed
March 10, 2009.




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.5f(3)*
    
    Form of Performance Award Agreement (for 2009-2011 performance
period) under the Brown Shoe Company, Inc. Incentive and Stock
Compensation Plan of 2002, incorporated herein by reference to
Exhibit 10.2 to the Companys Form 10-Q for the quarter ended October
30, 2010, and filed December 7, 2010.10.5f(4)*
    
    Form of Performance Award Agreement (for 2010-2012 performance
period) under the Brown Shoe Company, Inc. Incentive and Stock
Compensation Plan of 2002, incorporated herein by reference to
Exhibit 10.3 to the Companys Form 10-Q for the quarter ended October
30, 2010, and filed December 7, 2010.10.5g(1)*
    
    Form of Performance Share Award Agreement (for 2007-2009 performance
period) under the Brown Shoe Company, Inc. Incentive and Stock
Compensation Plan of 2002, incorporated herein by reference to
Exhibit 10.5f to the Companys Form 10-K for the year ended January
28, 2006, and filed April 10, 2006.10.5g(2)*
    
    Amendment to Performance Share Award Agreement (for 2007-2009
performance period) under the Brown Shoe Company, Inc. Incentive and
Stock Compensation Plan of 2002, incorporated herein by reference to
Exhibit 10.6 to the Companys Form 8-K dated March 4, 2009, and filed
March 10, 2009.10.6a*
    
    Form of Non-Employee Director Restricted Stock Unit Agreement between
the Company and each of its Non-Employee Directors (for grants
commencing in 2008), incorporated herein by reference to Exhibit 10.2
to the Companys Form 10-Q for the quarter ended August 2, 2008, and
filed September 10, 2008.10.6b*
    
    Form of Non-Employee Director Restricted Stock Unit Agreement between
the Company and each of its Non-Employee Directors (for grants prior
to 2008), incorporated herein by reference to Exhibit 10(u) to the
Companys Form 10-K for the year ended January 29, 2005, and filed
April 1, 2005.10.7*
    
    Brown Shoe Company, Inc. Deferred Compensation Plan for Non-Employee
Directors, as amended and restated as of January 1, 2009,
incorporated herein by reference to Exhibit 10.2a to the Companys
Form 10-Q for the quarter ended November 1, 2008, and filed December
9, 2008.10.8*
    
    Brown Shoe Company, Inc. Supplemental Executive Retirement Plan
(SERP), conformed and restated as of December 2, 2008, incorporated
herein by reference to Exhibit 10.3 to the Companys Form 10-Q for
the quarter ended November 1, 2008, and filed December 9, 2008.10.9*
    
    Brown Shoe Company, Inc. Deferred Compensation Plan, incorporated
herein by reference to Exhibit 4.1 to the Companys Registration
Statement on Form S-8 filed December 11, 2007.10.10*
    
    Brown Shoe Company, Inc. Non-Employee Director Share Plan (2009),
incorporated herein by reference to Exhibit 10.1 to the Companys
Form 10-Q for the quarter ended November 1, 2008, and filed December
9, 2008.10.11a*
    
    Severance Agreement, effective April 1, 2006, between the Company and
Ronald A. Fromm, incorporated herein by reference to Exhibit 10.1 to
the Companys Form 8-K dated and filed April 6, 2006.




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.11b*
    
    Amendment letter dated December 18, 2009, to the Severance Agreement
(April 1, 2006), between the Company and Ronald A. Fromm, as
incorporated herein by reference to Exhibit 10.3 to the Companys
Form 10-Q for the quarter ended July 31, 2010, and filed September 7,
2010.10.12*
    
    Severance Agreement, effective April 1, 2006, between the Company and
Richard M. Ausick, incorporated herein by reference to Exhibit 10.4
to the Companys Form 10-Q for the quarter ended July 31, 2010, and
filed September 7, 2010.10.13*
    
    Severance Agreement, effective April 1, 2006, between the Company and
Diane M. Sullivan, incorporated herein by reference to Exhibit 10.5
to the Companys Form 8-K dated and filed April 6, 2006.10.14*
    
    Severance Agreement, effective October 30, 2006, between the Company
and Mark E. Hood, incorporated herein by reference to Exhibit 10.6 to
the Companys Form 8-K dated and filed October 30, 2006.10.15*
    
    Severance Agreement, effective April 1, 2009, between the Company and
Mark D. Lardie, as incorporated herein by reference to Exhibit 10.5
to the Companys Form 10-Q for the quarter ended July 31, 2010 and
filed September 7, 2010.10.16*
    
    Form of Amendment letter dated December 18, 2009, to the Severance
Agreements between the Company and each of: Richard M. Ausick, Mark
E. Hood, Mark D. Lardie and Diane M. Sullivan, as incorporated herein
by reference to Exhibit 10.6 to the Companys Form 10-Q for the
quarter ended July 31, 2010, and filed September 7, 2010.10.17*
    
    Employment Agreement, dated January 7, 2011, between Ronald A. Fromm
and the Company, as incorporated herein by reference to Exhibit 10.1
to the Companys Form 8-K dated and filed January 10, 2011.10.18
    
    Stock Purchase Agreement, dated February 17, 2011, by and among Brown
Shoe Company, Inc., Brown Shoe Netherlands B.V., American Sporting
Goods Corporation, the sellers named therein and Jerome A. Turner, in
his capacity as representative incorporated herein by reference to
Exhibit 10.1 to the Companys Form 8-K dated and filed February 17,
2011.12.1
    
    Calculation of Ratio of Earnings to Fixed Charges.21.1
    
    List of Subsidiaries of Brown Shoe Company, Inc.23.1
    
    Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm of Brown Shoe Company, Inc.23.2
    
    Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm of American Sporting Goods Corporation.23.3
    
    Consent of BDO USA, LLP, Independent Registered Public Accounting
Firm of American Sporting Goods Corporation.23.4
    
    Consent of Shanghai Zhonghua, Independent Registered Public
Accounting Firm of ASG Asia Investments Company Limited.




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit23.5
    
    Consent of Bryan Cave LLP (included in Exhibit 5.1).23.6
    
    Consent of Cozen OConnor (included in Exhibit 5.2).23.7
    
    Consent of McMillan L.L.P. (included in Exhibit 5.3).24.1
    
    Powers of Attorney executed by certain of the officers and directors
of the registrants (included in signature pages).25.1
    
    Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wells Fargo Bank, National Association, as
Trustee under the Indenture.99.1
    
    Form of Letter of Transmittal.99.2
    
    Form of Notice of Guaranteed Delivery.99.3
    
    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.99.4
    
    Form of Letter to Clients.
 
 *
    
    Denotes management contract or compensatory plan arrangements.