bws10q2qex10_1.htm






  





  










 




EXHIBIT 10.1


 









 






EXPLANATORY NOTE: “*” INDICATES THE PORTION OF THIS EXHIBIT (IN SCHEDULES 3.14 AND 3.22 ATTACHED TO THE AGREEMENTS) THAT HAVE BEEN OMITTED 


AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.  











 


EXECUTION COPY












SECOND AMENDED AND RESTATED CREDIT AGREEMENT







dated as of


January 21, 2009







among







BROWN SHOE COMPANY, INC.,


as Lead Borrower for:







BROWN SHOE COMPANY, INC.


SIDNEY RICH ASSOCIATES, INC.


BROWN GROUP RETAIL, INC.


BROWN SHOE INTERNATIONAL CORP.


BUSTER BROWN & CO.


BENNETT FOOTWEAR GROUP LLC


and


SHOES.COM, INC.







BROWN SHOE COMPANY OF CANADA LTD


as a Loan Party







The LENDERS Party Hereto,







BANK OF AMERICA, N.A.


as Lead Issuing Bank







BANK OF AMERICA, N.A.


as Administrative Agent and Collateral Agent,












WELLS FARGO RETAIL FINANCE, LLC


as an Issuing Bank and as Syndication Agent,







BANK OF AMERICA, N.A.  and JPMORGAN CHASE BANK, N.A.


as co-Documentation Agents,







and







BANC OF AMERICA SECURITIES LLC and WELLS FARGO RETAIL FINANCE, LLC


as Joint Lead Arrangers,







and







BANC OF AMERICA SECURITIES LLC, WELLS FARGO RETAIL FINANCE, LLC and JPMORGAN CHASE BANK, N.A.


as Joint Lead Bookrunners






  





  











  








TABLE OF CONTENTS


1.        DEFINITIONS.


1.1           Defined Terms


1.2           Terms Generally


1.3           Accounting Terms


1.4           Rounding.


1.5            .


2.        AMOUNT AND TERMS OF CREDIT


2.1           Commitment of the Lenders


2.2           Increase in Total Commitments


2.3           Changes to Reserves


2.4           Making of Loans


2.5           Overadvances


2.6           Swingline Loans. 


2.7           Letters of Credit and Acceptances


2.8           Settlements Amongst Lenders


2.9           Notes; Repayment of Loans


2.10           Interest on Loans


2.11           Default Interest


2.12           Certain Fees


2.13           Commitment Fee


2.14           Letter of Credit Fees


2.15           Acceptance Fee


2.16           Nature of Fees


2.17           Termination or Reduction of Commitments


2.18           Alternate Rate of Interest


2.19           Conversion and Continuation of Loans


2.20           Mandatory Prepayment; Cash Collateral; Commitment Termination


2.21           Optional Prepayment of Loans; Reimbursement of Lenders


2.22           Maintenance of Loan Account; Statements of Account


2.23           Cash Receipts.


2.24           Application of Payments.


2.25           Increased Costs


2.26           Change in Legality


2.27           Payments


2.28           Taxes


2.29           Security Interests in Collateral


2.30           Mitigation Obligations; Replacement of Lenders


3.        REPRESENTATIONS AND WARRANTIES


3.1           Organization; Powers


3.2            .


3.3           Governmental Approvals; No Conflicts


3.4           Financial Condition


3.5           Properties.


3.6           Litigation and Environmental Matters.


3.7           Compliance with Laws and Agreements


3.8           Investment and Holding Company Status


3.9           Taxes


3.10           ERISA; Foreign Plans


3.11           Common Enterprise


3.12           Disclosure


3.13           Subsidiaries


3.14           Insurance


3.15           Labor Matters


3.16           Certain Transactions


3.17           Restrictions on the Loan Parties


3.18           Security Documents


3.19           Federal Reserve Regulations


3.20           Solvency


3.21           Franchises, Patents, Copyrights, Etc


3.22           DDAs, Credit Card Arrangements, Etc


3.23           Customer and Trade Relations


3.24           Casualty


 


4.        CONDITIONS


4.1           Closing Date


4.2           Conditions Precedent to Each Loan and Each Letter of Credit and Each Acceptance


5.        AFFIRMATIVE COVENANTS


5.1           Financial Statements and Other Information


5.2           Notices of Material Events


5.3           Information Regarding Collateral


5.4           Existence; Conduct of Business


5.5           Payment of Obligations


5.6           Maintenance of Properties


5.7            


5.8           Intentionally Omitted


5.9           Books and Records; Inspection and Audit Rights


5.10           Fiscal Year


5.11           Physical Inventories.


5.12           Compliance with Laws


5.13           Use of Proceeds and Letters of Credit and Acceptances


5.14           Additional Subsidiaries


5.15           Further Assurances


6.        NEGATIVE COVENANTS


6.1           Indebtedness and Other Obligations


6.2           Liens


6.3           Fundamental Changes


6.4           Investments, Loans, Advances, Guarantees and Acquisitions


6.5           Asset Sales


6.6           Restrictive Agreements


6.7           Restricted Payments; Certain Payments of Indebtedness


6.8           Transactions with Affiliates


6.9           Additional Subsidiaries


6.10           Amendment of Material Documents


6.11           Environmental Laws


6.12           Fiscal Year


6.13           Minimum Fixed Charge Coverage Ratio


7.        EVENTS OF DEFAULT


7.1           Events of Default


7.2           Remedies on Default


7.3           Application of Proceeds


8.        THE AGENTS


8.1           Administration by Administrative Agent


8.2           Appointment and Duties of Collateral Agent


8.3           Sharing of Excess Payments


8.4           Agreement of Applicable Lenders


8.5           Liability of Agents


8.6           Notice of Default


8.7           Lenders’ Credit Decisions


8.8           Reimbursement and Indemnification


8.9           Rights of Agents


8.10           Notice of Transfer


8.11           Successor Agent


8.12           Reports and Financial Statements


8.13           Defaulting Lender


8.14           Agency for Perfection


8.15           Relation Among the Lenders


8.16           Administrative Agent


8.17           Collateral and Guaranty Matters


8.18           Syndication Agent, Documentation Agents, and Lead Arranger


9.        MISCELLANEOUS


9.1           Notices


9.2           Waivers; Amendments


9.3           Expenses; Indemnity; Damage Waiver


9.4           Designation of Lead Borrower as Borrowers’ Agent. 


9.5           Successors and Assigns


9.6           Survival


9.7           Counterparts; Integration; Effectiveness


9.8           Severability


9.9           Right of Setoff


9.10           Governing Law; Jurisdiction; Consent to Service of Process


9.11           WAIVER OF JURY TRIAL


9.12           Press Releases and Related Matters


9.13           Headings


9.14           Interest Rate Limitation


9.15           Additional Waivers


9.16           Confidentiality


9.17           Conflicts with other Loan Documents


9.18           Judgment Currency


9.19           Patriot Act; Proceeds of Crime Act.


9.20           Foreign Asset Control Regulations. 


9.21           No Advisory or Fiduciary Responsibility.


9.22            .


9.23           Existing Credit Agreement Amended and Restated











  





  











  













EXHIBITS







A           Assignment and Acceptance


B           Revolving Note


C           Perfection Certificate


D           Borrowing Base Certificate


E           Compliance Certificate


F           Notice of Borrowing


G           Form of Credit Card Notification











  





  











  








SCHEDULES









	 1.1	Lenders and Commitments
	 3.1	Organizational Information
	 3.5(b)	Title to Properties; Real Estate
	 3.6	Disclosed Matters
	 3.10	ERISA
	 3.13	Subsidiaries
	 3.14	Insurance
	 3.15	Labor Matters
	 3.16	Affiliate Transactions
	 3.21	Intellectual Property
	 3.22	Credit Card Arrangements, Blocked Account Agreements and DisbursementAccounts
	4.1(c)	 Foreign Qualification Terminations
	 5.1(h)	Financial Reporting Requirements
	 6.1	Indebtedness
	 6.2	Liens
	 6.4	Investments
	 6.6	Restrictive Agreements
	 	 





 








  





  











  








SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 21, 2009 (this “Agreement”) among


 


BROWN SHOE COMPANY, INC., a corporation organized under the laws of the State of New York having a place of business at 8300 Maryland Avenue, St. Louis, Missouri 63105, as Lead Borrower for the Borrowers, being


 


said BROWN SHOE COMPANY, INC.,


 


SIDNEY RICH ASSOCIATES, INC., a corporation organized under the laws of the State of Missouri having a place of business at 8300 Maryland Avenue, St. Louis, Missouri 63105 (“Sidney Rich”),


 


BROWN GROUP RETAIL, INC., a corporation organized under the laws of the Commonwealth of Pennsylvania having a place of business at 8300 Maryland Avenue, St. Louis, Missouri 63105 (“Brown Retail”),


 


BROWN SHOE INTERNATIONAL CORP., a corporation organized under the laws of the State of Delaware having a place of business at 8300 Maryland Avenue, St. Louis, Missouri 63105 (“Brown International”),


 


BUSTER BROWN & CO., a corporation organized under the laws of the State of Missouri having a place of business at 8300 Maryland Avenue, St. Louis, Missouri 63105 (“Buster Brown”),


 


            BENNETT FOOTWEAR GROUP LLC, a limited liability company organized under the laws of the State of Delaware having a place of business at 8300 Maryland Avenue, St. Louis, Missouri 63105 (“Bennett”), and


 


SHOES.COM, INC., a corporation organized under the laws of the State of Delaware having a place of business at 8300 Maryland Avenue, St. Louis, Missouri 63105 (“Shoes.com”);


 


BROWN SHOE COMPANY OF CANADA LTD, a Canadian corporation having a place of business at 1857 Rogers Road, Perth, Ontario, Canada K7H 3E8, as a Loan Party but not as a Borrower (“Brown Canada”);


 


the LENDERS party hereto; and


 


BANK OF AMERICA, N.A., as Lead Issuing Bank, a national banking association having a place of business at 100 Federal Street, Boston, Massachusetts 02110; and


 


BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent for the Secured Parties, a national banking association, having a place of business at 100 Federal Street, Boston, Massachusetts 02110;  and


 


WELLS FARGO RETAIL FINANCE, LLC, as an Issuing Bank and as Syndication Agent;  and


 


BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A.,  as co-Documentation Agents;


 


in consideration of the mutual covenants herein contained and benefits to be derived herefrom.







W I T N E S S E T H:







WHEREAS, the Borrowers, Brown Shoe Company of Canada Ltd, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent for the Lenders, are party to that certain Amended and Restated Credit Agreement dated as of July 21, 2004 (as amended and in effect, the “Existing Credit Agreement”); and


 


WHEREAS, certain of the Lenders under the Existing Credit Agreement have assigned their rights and obligations thereunder to Persons who are, or shall become, Lenders under this Agreement; and


 


WHEREAS, the Commitments of certain Persons who are Lenders under the Existing Credit Agreement and are continuing as Lenders under this Agreement are being modified as provided herein; and


 


WHEREAS, the Borrowers, the Administrative Agent and the Lenders hereunder desire to amend and restate the Existing Credit Agreement as provided herein.


 


NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the Lenders, the Agents, and the Borrowers hereby agree that the Existing Credit Agreement shall be amended and restated, without novation, in its entirety to read as follows:


 


1.  DEFINITIONS.    Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“ACH” shall mean the automated clearing house transfers of funds for the account of any Loan Party.


 


“Acceptance” means a time draft or bill of exchange relating to a Commercial Letter of Credit which has been accepted by any Acceptance Lender in its absolute discretion.


 


“Acceptance Fees” means the fees payable in respect of Acceptances pursuant to Section 2.15.


 


“Acceptance Fee Percentage” means:


 




	
 


Average Excess Availability

	
 


Applicable Percentage


	
 


Less than $125,000,000

	
 


1.625%


	
 


Greater than or equal to $125,000,000 but less than $250,000,000

	
 


1.50%


	
 


Greater than or equal to $250,000,000

	
 


1.375%














From the Closing Date through the last day of the second full Fiscal Quarter following the Closing Date (ending August 1, 2009), the Acceptance Fee Percentage shall be 1.50% per annum. The Acceptance Fee Percentage shall thereafter be adjusted quarterly upon the Administrative Agent’s furnishing the Lead Borrower with a calculation of Average Excess Availability for the immediately preceding Fiscal Quarter, which calculation shall be furnished within four (4) Business Days after the end of each Fiscal Quarter. Any such adjustment shall become effective prospectively on and after the sixth Business Day after the end of each Fiscal Quarter. If a Default or Event of Default exists at the time any reduction in the Acceptance Fee Percentage is to be implemented, such reduction shall not occur until the first day of the first calendar month following the date on which such Default or Event of Default is waived or cured, and at the option of the Administrative Agent or at the direction of the Required Lenders upon the occurrence and during the continuance of an Event of Default, the Acceptance Fee Percentage shall be set at the highest level set forth above and shall be determined in the manner set forth in Section 2.15 hereof; provided further if any Borrowing Base Certificates are at any time restated or otherwise revised (including as a result of an audit) or if the information set forth in any Borrowing Base Certificates otherwise proves to be false or incorrect as of the date of such Borrowing Base Certificate such that the Acceptance Fee Percentage would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, such Acceptance Fee Percentage due under this Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand.







“Acceptance Lender” means any Lender in its capacity as an “acceptance lender” of Acceptances hereunder.


 


“Acceptance Reimbursement Obligations” means, at any time and without duplication, the aggregate indebtedness, liabilities, and obligations of the Borrowers to pay to any Acceptance Lender (or reimburse any Acceptance Lender for) any amount due under any Acceptance at maturity.


 


“Accommodation Payment” as defined in Section 9.15(c).


 


“Account” shall mean “accounts” as defined in the UCC, including, without limitation, all:  accounts, accounts receivable, and rights to payment (whether or not earned by performance) for: property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of; services rendered or to be rendered; a policy of insurance issued or to be issued; a secondary obligation incurred or to be incurred; arising out of the use of a credit or charge card or information contained on or used with that card.


 


“Additional Commitment Lender” as defined in Section 2.2(a).


 


“Adjusted Fixed Charge Coverage Ratio” means, as of the last day of any Fiscal Quarter of the Lead Borrower, for the preceding four Fiscal Quarters then ended, the ratio of (a) Consolidated EBITDA for such period, to (b) Adjusted Fixed Charges for such period.


 


“Adjusted Fixed Charges” means, for any period, as determined for the Lead Borrower and its Subsidiaries on a Consolidated basis, without duplication, the sum of (a) Consolidated Interest Expense during such period, (b) Maintenance Capital Expenditures during such period, (c) scheduled principal payments of Indebtedness payable over the course of the preceding four (4) Fiscal Quarters, (d) federal, state, local, and foreign income taxes net of refunds received, to the extent any such taxes are paid in cash during such period (excluding taxes paid to repatriate foreign earnings for fiscal periods which are more than twelve months prior to the date of determination of Adjusted Fixed Charges for any period), and (e) Restricted Payments during such period, excluding any Restricted Payments (x) consisting of dividends or distributions made in Capital Stock under clause (a) of the definition thereof and (y) permitted under Section 6.7(a)(iii)


 


“Adjusted LIBO Rate” means, with respect to any LIBO Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.  The Adjusted LIBO Rate will be adjusted automatically as to all LIBO Borrowings then outstanding as of the effective date of any change in the Statutory Reserve Rate.


 


“Adjusted Net Earnings from Operations” means, with respect to any fiscal period of the Lead Borrower, the Lead Borrower’s and its Subsidiaries’ net income after provision for income taxes for such fiscal period, excluding any and all of the following included in such net income determined on a Consolidated basis in accordance with GAAP: (a) gain or loss arising from the sale of any capital assets, (b) gain or loss arising from any write-up or write-down in the book value of any fixed or intangible assets, (c) earnings or losses of any Person (other than a Subsidiary of the Lead Borrower) in which the Lead Borrower or any consolidated Subsidiary of the Lead Borrower has an ownership interest unless (and only to the extent) any such earnings shall actually have been received by the Lead Borrower or such consolidated Subsidiary in the form of cash distributions, (d) gains or losses arising from the acquisition of debt or equity securities of the Lead Borrower or any of its Subsidiaries or from the cancellation or forgiveness of Indebtedness, (e) gains or losses arising from extraordinary items as determined in accordance with GAAP, (f) gains or losses arising from any non-recurring non-cash transactions, (g) gains or losses arising from any non-recurring cash transactions up to $5,000,000 after taxes in the aggregate in any Fiscal Year, and (h) gains and losses from the recording of share based compensation, including, without limitation, stock option expense.


 


“Administrative Agent” means Bank of America, N.A., in its capacity as administrative agent for the Secured Parties hereunder.


 


“Affiliate” means, with respect to a specified Person, (i) any other Person Controlling, Controlled by or under direct or indirect common Control with that Person, (ii) any other Person directly or indirectly holding 5% or more of any class of the Capital Stock or other equity interests (including options, warrants, convertible securities and similar rights) of that Person, (iii) any other Person 5% or more of any class of whose Capital Stock or other equity interests (including options, warrants, convertible securities and similar rights) is held directly or indirectly by that Person, and (iv) any other Person that Controls that Person.


 


“Agents” means collectively, the Administrative Agent and the Collateral Agent.


 


“Agreement” means this Second Amended and Restated Credit Agreement, as modified, amended, supplemented or restated, and in effect from time to time.


 


“Allocable Amount” as defined in Section 9.15.


 


“Applicable Commitment Fee Percentage” means the applicable percentage set forth in the grid below:


 




	
Average Excess Availability in the preceding Fiscal Quarter

	
Applicable Commitment Fee Percentage


	
Less than $125,000,000

	
0.375%


	
Greater than or equal to $125,000,000 but less than $250,000,000

	
0.50%


	
Greater than or equal to $250,000,000

	
0.75%














 


“Applicable Law” means as to any Person: (i) all statutes, rules, regulations, orders, or other requirements having the force of law and (ii) all court orders, judgments and injunctions, and/or similar rulings, in each instance ((i) and (ii)) of or by any Governmental Authority, or court, or tribunal which are applicable to such Person, or any property of such Person.


 


“Applicable Lenders” means the Required Lenders or all Lenders, as applicable.


 


“Applicable Margin” means the applicable percentage for Prime Rate Loans and LIBO Loans set forth below:


 




	
 


Level

	
 


Average Excess Availability

	
 


Prime Rate Loans

	
 


LIBO Loans


	
 


I

	
 


Less than $125,000,000

	
 


3.25%

	
 


3.25%


	
 


II

	
 


Greater than or equal to $125,000,000 but less than $250,000,000

	
 


3.00%

	
 


3.00%


	
 


III

	
 


Greater than or equal to $250,000,000

	
 


2.75%

	
 


2.75%














Except as provided below, the Applicable Margin shall be adjusted upon the Administrative Agent’s furnishing the Lead Borrower with a calculation of Average Excess Availability for the immediately preceding Fiscal Quarter, which calculation shall be furnished within four (4) Business Days after the end of each Fiscal Quarter. Any such adjustment shall become effective prospectively on and after the sixth Business Day after the end of each Fiscal Quarter. Notwithstanding the foregoing, the Applicable Margin shall be based on Level II through the last day of the second full Fiscal Quarter following the Closing Date (ending August 1, 2009). Upon the occurrence and during the continuance of an Event of Default, at the option of the Administrative Agent or at the direction of the Required Lenders, interest shall accrue at Level I and shall be determined in the manner set forth in Section 2.11; provided further if any Borrowing Base Certificates are at any time restated or otherwise revised (including as a result of an audit) or if the information set forth in any Borrowing Base Certificates otherwise proves to be false or incorrect as of the date of such Borrowing Base Certificate such that the Applicable Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand.


 


“Appraisal Percentage” means 85%.


 


“Appraised Value Percentage” means with respect to Inventory of any Loan Party, the orderly liquidation value thereof (expressed as a percentage of the Cost of such Inventory) as determined from time to time (and updated at least once in each calendar year) in a manner acceptable to the Administrative Agent by an experienced and reputable independent appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.


 


“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.5), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.


 


“Availability Reserves” means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria or in the most recently conducted appraisal, such reserves as the Administrative Agent from time to time determines in the Administrative Agent’s Permitted Discretion (after consultation with the Lead Borrower (whose consent to any Availability Reserve shall not be required)) as being appropriate (a) to reflect the impediments to the Collateral Agent’s ability to realize upon the Collateral, (b) to reflect claims and liabilities that the Administrative Agent determines will need to be satisfied in connection with the realization upon the Collateral, (c) to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base, or the assets, business, financial performance or financial condition of any Loan Party, or (d) to reflect that a Default or an Event of Default then exists. Without limiting the generality of the foregoing, in the Administrative Agent’s Permitted Discretion, Availability Reserves may include (but are not limited to) (i) reserves for rent at leased locations; (ii) reserves based on Customer Credit Liabilities; (iii) reserves for customs, duties, and other costs to release Inventory which is being imported into the United States of America; (iv) reserves for outstanding taxes and other governmental charges, including, ad valorem, real estate, personal property, and other taxes which might have priority over the interests of the Collateral Agent in the Collateral; (v) reserves for accrued, unpaid interest on the Obligations; (vi) reserves for salaries, wages and benefits due to employees of any Borrower; (vii) reserves for warehouseman’s or bailee’s charges; (viii) Bank Products Reserves; (ix) Cash Management Reserves; (x) reserves for reasonably anticipated changes in appraised value of Inventory between appraisals; and (xi) reserves for amounts secured by any Liens, choate or inchoate, which rank or are capable of ranking in priority to the Collateral Agent’s and/or Lenders’ Liens and/or for amounts which may represent costs relating to the enforcement of the Collateral Agent’s Liens including, without limitation, in the good faith credit discretion of the Administrative Agent, any such amounts due and not paid for vacation pay, wages, amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the Income Tax Act (Canada), amounts currently or past due and not paid for realty, municipal or similar taxes (to the extent impacting personal or moveable property) and all amounts currently or past due and not contributed, remitted or paid to any Plan or under the Canada Pension Plan, the Pension Benefits Act (Ontario) or any similar statutes.  Availability Reserves shall be established and calculated in a manner and methodology consistent with the Administrative Agent’s practices with the Loan Parties as of the Closing Date, provided that in establishing and calculating any such Availability Reserves, the Administrative Agent may take into account changes to the Loan Parties’ business after the Closing Date, and provided further, however, that if (x) an Event of Default exists, (y) any of the conditions described in clauses (ii) and (iii) of the first sentence of the definition of “Permitted Discretion” apply, or (z) any factor or circumstance described in clause (D) of the second sentence of the definition of “Permitted Discretion” exists, then Availability Reserves may be established and calculated in a manner and methodology consistent with the Administrative Agent’s practices as of the Closing Date with other similarly situated borrowers.  The Availability Reserves in effect on the Closing Date are reflected on the Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 4.1(d) hereof.


 


“Average Excess Availability” means, the average daily Excess Availability for the immediately preceding Fiscal Quarter.  The Administrative Agent shall provide the Lead Borrower with a calculation of Average Excess Availability on the fourth Business Day of each Fiscal Quarter for the immediately preceding Fiscal Quarter  upon request of the Lead Borrower, or alternatively, give the Lead Borrower electronic access to the Administrative Agent’s systems to the extent necessary to provide such information.


 


“B&H” means B&H Footwear Company Limited, a Hong Kong corporation and a joint venture between a Subsidiary of the Lead Borrower and an unrelated third party.


 


“Bank of America” means Bank of America, N.A., a national banking association.


 


“Bank Products” means one or more of the following types of services or facilities provided to any Loan Party by any Lender or any of its Affiliates: (a) Hedging Agreements, (b) purchase cards and (c) leasing, but excluding Cash Management Services.


 


“Bank Product Reserves” means such reserves as the Administrative Agent from time to time determine in its Permitted Discretion as being appropriate to reflect the liabilities and obligations of the Loan Parties with respect to Bank Products then provided or outstanding.


 


“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C.  Section 101 et seq.) as now or hereafter in effect, or any successor thereto and (ii) the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) and the Winding-up Act (Canada), as now or hereafter in effect, or any successor thereto.


 


“Bennett” has the meaning provided therefor in the Recitals.


 


“Blocked Account Agreements” means agency agreements with the banks maintaining deposit accounts of any of the Loan Parties where funds from one or more DDAs are concentrated, which agreements shall be in form and substance reasonably satisfactory to the Administrative Agent.


 


“Blocked Account Banks” means (i) Bank of America, and (ii) each other bank with whom the Loan Parties have entered into Blocked Account Agreements.


 


“Blocked Accounts” means each deposit account of the Loan Parties which is the subject of a Blocked Account Agreement or is maintained with Bank of America.


 


“Board” means the Board of Governors of the Federal Reserve System of the United States of America.


 


“Borrowers” means, individually and collectively, the Lead Borrower, Sidney Rich, Brown Retail, Brown International, Buster Brown, Bennett, Shoes.com, and any other Person which becomes a “Borrower” in accordance with the provisions of this Agreement.


 


“Borrowing” means (a) the incurrence of Loans of a single Type, on a single date and having, in the case of LIBO Loans, a single Interest Period, or (b) a Swingline Loan.


 


“Borrowing Base” means, at any time of calculation, an amount equal to:


 


(a)           (i) an amount equal to (A) the Appraised Value Percentage of Eligible Inventory, multiplied by (B) an amount equal to (x) the Cost of such Eligible Inventory, minus (y) Inventory Reserves, multiplied by (ii) the Appraisal Percentage; plus


 


(b)           with respect to any Eligible Letter of Credit, (i) an amount equal to (A) the Appraised Value Percentage of the Inventory supported by such Eligible Letter of Credit, multiplied by (B) an amount equal to (x) the Cost of such Inventory when completed, minus (y) Inventory Reserves, multiplied by (ii) the Appraisal Percentage; plus


 


(c)           ninety percent (90%) of the Net Amount of Eligible Credit Card Receivables; plus


 


(d)           eighty-five percent (85%) of the Net Amount of Eligible Accounts; minus


 


(e)           the then amount of all Availability Reserves.


 


“Borrowing Base Certificate” has the meaning assigned to such term in Section 5.1(f).


 


“Borrowing Request” means a request by the Lead Borrower on behalf of the Borrowers for a Borrowing in accordance with Section 2.4.


 


“Borrower Security Agreement” means the Amended and Restated Security Agreement dated as of July 21, 2004 and executed and delivered by the Borrowers to the Collateral Agent for the benefit of the Secured Parties, as amended and in effect from time to time.


 


“Breakage Costs” has the meaning set forth in Section 2.21(b).


 


“Brown Canada” has the meaning provided therefor in the Recitals.


 


“Brown International” has the meaning provided therefor in the Recitals.


 


“Brown Retail” has the meaning provided therefor in the Recitals.


 


“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Boston, Massachusetts are authorized or required by law to remain closed, provided that, when used in connection with a LIBO Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.


 


“Buster Brown” has the meaning provided therefor in the Recitals.


 


“Canadian Guaranty” means the Amended and Restated Canadian Facility Guaranty, dated as of July 21, 2004 and executed and delivered by Brown Canada to the Collateral Agent for the benefit of the Secured Parties, as amended and in effect from time to time.


 


“Canadian Pension Plans” means collectively, (i) The Pension Plan for the Salaried Staff and Salespersons of Brown Shoe Company of Canada Ltd and (ii) The Pension Plan for the Designated Employees of Brown Shoe Company of Canada Ltd.


 


“Canadian Security Agreements” means the Amended and Restated Canadian Security Agreement and the Amended and Restated Deed of Moveable Hypothec, each dated as of July 21, 2004 and executed and delivered by Brown Canada to the Collateral Agent for the benefit of the Secured Parties, as amended and in effect from time to time.


 


“Canadian Subsidiary” means any Subsidiary that is organized under the laws of Canada or any province thereof.


 


“Capital Expenditures” means, with respect to any Person for any period, (a) all expenditures made (whether made in the form of cash or other property) or costs incurred for the acquisition, improvement or repair of fixed or capital assets of such Person (but excluding any asset acquired (x) in connection with a Permitted Acquisition, or (y) with the proceeds of insurance or condemnation awards), in each case that are (or should be) set forth as capital expenditures in a Consolidated statement of cash flows of such Person for such period, in each case prepared in accordance with GAAP, and (b) Capital Lease Obligations incurred by a Person during such period to the extent capitalized in accordance with GAAP.


 


“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Capital Stock” means with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.


 


“Cash Collateral Account” means an interest-bearing account established by the Borrowers with the Collateral Agent at Bank of America under the sole and exclusive dominion and control of the Collateral Agent designated as the “Brown Shoe Cash Collateral Account”.


 


“Cash Dominion Event” means either (i) the occurrence and continuance of any Event of Default, or (ii) the failure of the Borrowers to maintain for three (3) consecutive Business Days Excess Availability of at least the greater of (A) seventeen and one-half (17.5%) percent of the lesser of (x) the then Borrowing Base or (y) the then Total Commitments and (B) $25,000,000.  For purposes of this Agreement, the occurrence of a Cash Dominion Event shall be deemed continuing (i) so long as such Event of Default has not been cured or waived, and/or (ii) if the Cash Dominion Event arises as a result of the Borrowers’ failure to maintain Excess Availability as required hereunder, until Excess Availability has exceeded the greater of (i) seventeen and one-half (17.5%) percent of the lesser of (x) the then Borrowing Base or (y) the then Total Commitments and (ii) $25,000,000 for thirty (30) consecutive calendar days, in which case a Cash Dominion Event shall no longer be deemed to be continuing for purposes of this Agreement; provided that a Cash Dominion Event shall be deemed continuing (even if an Event of Default is no longer continuing and/or Excess Availability exceeds the required amount for thirty (30) consecutive Business Days) after a Cash Dominion Event has occurred and been discontinued on two (2) occasions in any twelve (12) month period; provided further that such Cash Dominion Event shall terminate on the date that is twelve months after the date of the first discontinuance described in the foregoing proviso but only if on such date an Event of Default is no longer continuing and/or Excess Availability exceeds the required amount for thirty (30) consecutive Business Days (without limiting the Administrative Agent’s right to assert the existence of a Cash Dominion Event thereafter).


 


“Cash Management Reserves ” means such reserves as the Administrative Agent, from time to time, determines in its Permitted Discretion as being appropriate to reflect the reasonably anticipated liabilities and obligations of the Loan Parties with respect to Cash Management Services then provided or outstanding.


 


“Cash Management Services” means any one or more of the following types or services or facilities provided to any Loan Party by any Lender or any of its Affiliates: (a) ACH transactions, (b) other cash management services, including, without limitation, controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services, (c) foreign exchange facilities, (d) credit card processing services, and (e) credit or debit cards.


 


“Cash Receipts” has the meaning provided therefor in Section 2.23(b).


 


“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.


 


“Change in Control” means, at any time, (a) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Lead Borrower by Persons who were neither (i) nominated by the board of directors of the Lead Borrower nor (ii) appointed by directors so nominated; or (b) any person (within the meaning of the Securities and Exchange Act of 1934, as amended), which is or becomes the beneficial owner (within the meaning of Rule 13d-3 and 13d-5 of the Securities and Exchange Act of 1934, as amended) directly or indirectly of fifty percent (50%) or more of the total voting power of the Voting Stock of the Lead Borrower on a fully diluted basis, whether as a result of the issuance of securities of the Lead Borrower, any merger, consolidation, sale, or distribution, or otherwise, or (c) the failure of the Lead Borrower to own, directly or indirectly, 100% (or such lesser percentage as may be owned directly or indirectly, as of the Closing Date or as of the later acquisition thereof) of the Capital Stock or ownership interest, as applicable, of all other Loan Parties (other than Shoes.com), except where such failure is as a result of a transaction permitted by the Loan Documents; or (d) the failure of the Lead Borrower to own, directly or indirectly, 80% of the Capital Stock or ownership interest, as applicable, of Shoes.com, except where such failure is as a result of a transaction permitted by the Loan Documents; or (e) any “change in control” or similar event however defined in any documents governing Material Indebtedness of any Loan Party.


 


“Change in Law” means (a) the adoption of any law, rule or regulation after the Relevant Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Relevant Date or (c) compliance by any Lender, Issuing Bank or Acceptance Lender (or, for purposes of Section 2.25, by any lending office of such Lender, Issuing Bank or Acceptance Lender or by such Lender’s, Issuing Bank’s or Acceptance Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Relevant Date.


 


“Charges” has the meaning provided therefor in Section 9.14.


 


“Charter Document” means as to any Person, its partnership agreement, certificate or articles of incorporation, operating agreement, membership agreement or similar constitutive document or agreement, its by-laws and all shareholder or other equity holder agreements, voting trusts and similar arrangements to which such Person is a party or which is applicable to its Capital Stock, its partnership interests, membership interests or other equity interests and all other arrangements relating to the Control or management of such Person.


 


“Civil Code” means the Civil Code of Quebec and all regulations thereunder, as amended from time to time, and any successor statutes.


 


“Closing Date” means the date on which the conditions specified in Section 4.1 are satisfied (or waived by the Administrative Agent).


 


“Code” means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder, as amended from time to time.


 


“Collateral” means any and all “Collateral” as defined in any applicable Security Document.


 


“Collateral Agent” means Bank of America, N.A., in its capacity as collateral agent under the Security Documents.


 


“Commercial Letter of Credit” means any Letter of Credit issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by a Borrower in the ordinary course of business of such Borrower.


 


“Commercial Letter of Credit Fee” means with respect to any Commercial Letter of Credit issued hereunder and the Existing Letters of Credit which are Commercial Letters of Credit, the applicable percentage specified corresponding to the Average Excess Availability, as set forth below, respectively, in each case subject to adjustment from time to time thereafter:


 




	
Average Excess Availability

	
Fee


	
Less $125,000,000

	
1.625%


	
Greater than or equal to $125,000,000 but less than $250,000,000

	
1.50%


	
Greater than or equal to $250,000,000

	
1.375%














 


From the Closing Date through the last day of the second full Fiscal Quarter following the Closing Date (ending August 1, 2009), the Commercial Letter of Credit Fee shall be shall be 1.50% per annum. The Commercial Letter of Credit Fee Percentage shall thereafter be adjusted quarterly upon the Administrative Agent’s furnishing the Lead Borrower with a calculation of Average Excess Availability for the immediately preceding Fiscal Quarter, which calculation shall be furnished within four (4) Business Days after the end of each Fiscal Quarter. Any such adjustment shall become effective prospectively on and after the sixth Business Day after the end of each Fiscal Quarter.  If a Default or Event of Default exists at the time any reduction in the Commercial Letter of Credit Fee is to be implemented, such reduction shall not occur until the first day of the first calendar month following the date on which such Default or Event of Default is waived or cured, and at the option of the Administrative Agent or at the direction of the Required Lenders upon the occurrence and during the continuance of an Event of Default, the Commercial Letter of Credit Fee shall be set at the highest level set forth above and shall be determined in the manner set forth in Section 2.14(a)(iii) hereof; provided further if any Borrowing Base Certificates are at any time restated or otherwise revised (including as a result of an audit) or if the information set forth in any Borrowing Base Certificates otherwise proves to be false or incorrect as of the date of such Borrowing Base Certificate such that the Commercial Letter of Credit Fee would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, such Commercial Letter of Credit Fee due under this Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand.


 


“Commitment” means, with respect to each Lender, the commitment of such Lender hereunder in the amount set forth opposite its name on Schedule 1.1 hereto or as may subsequently be set forth in the Register from time to time, as the same may be either (i) reduced from time to time pursuant to Section 2.17 hereof, or (ii) increased from time to time pursuant to Section 2.2 hereof.


 


“Commitment Fee” has the meaning provided therefor in Section 2.13.


 


“Commitment Increase” has the meaning provided therefor in Section 2.2(a).


 


“Commitment Percentage” means, with respect to each Lender, that percentage of the Commitments of all Lenders hereunder in the amount set forth opposite its name on Schedule 1.1 hereto or as may subsequently be set forth in the Register from time to time, as the same may be either (i) reduced from time to time pursuant to Section 2.17 hereof, or (ii) increased or reduced from time to time pursuant to Section 2.2 hereof.


 


“Compliance Certificate” has the meaning provided in Section 5.01(d).


 


“Concentration Account” has the meaning provided therefor in Section 2.23(a).


 


“Confirmation Agreement” means that certain Confirmation, Ratification and Amendment of Ancillary Loan Documents dated as of the date hereof by and among the Loan Parties and the Agents.


 


“Consolidated” means, when used to modify a financial term, test, statement, or report of a Person, refers to the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial condition or operating results of such Person and its Subsidiaries.


 


“Consolidated EBITDA” means with respect to any Fiscal Period of the Lead Borrower, the result for such period of (i) Adjusted Net Earnings from Operations, plus (ii) depreciation, amortization and all other non-cash charges that were deducted in the calculation of Adjusted Net Earnings from Operations for such period plus (iii) federal, state, local and foreign income taxes that were deducted in the calculation of Adjusted Net Earnings from Operations for such period, plus (iv) Consolidated Interest Expense to the extent deducted in the calculation of Adjusted Net Earnings from Operations for such period, in each case determined on a Consolidated basis in accordance with GAAP.


 


“Consolidated Interest Expense” means, for any period for any Person, interest expense of such Person for such period, determined on a Consolidated basis in accordance with GAAP.


 


“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto.


 


“Cost” means, with respect to Inventory, the lower of cost (on a first-in, first-out basis) or market value, as reported on the Borrowers’ inventory records and in a manner consistent with current practice.


 


“Credit Card Notifications” has the meaning provided therefor in Section 2.23(d).


 


“Credit Card Receivables” means each Account together with all income, payments and proceeds thereof, owed by a major credit or debit card issuer (including, but not limited to, Visa, Mastercard, American Express, JCB, Paypal, BillMeLater and Discover and such other issuers approved by the Administrative Agent) to a Loan Party resulting from charges by a customer of a Loan Party on credit or debit cards issued by such issuer in connection with the sale of goods by a Loan Party, or services performed by a Loan Party, in each case in the ordinary course of its business.


 


“Credit Exposure” has the meaning set forth in Section 8.13.


 


“Credit Extensions” as of any day, shall be equal to the sum of (a) the principal balance of all Loans then outstanding, (b) the then amount of the Letter of Credit Outstandings and (c) the aggregate amount of any unpaid Acceptance Reimbursement Obligations, whether or not then due.


 


“Customer Credit Liabilities” means, at any time, the aggregate face value at such time of (a) outstanding gift certificates and gift cards of the Loan Parties entitling the holder thereof to use all or a portion of the certificate to pay all or a portion of the purchase price for any Inventory, and (b) outstanding merchandise credits and customer deposits of the Loan Parties.


 


“DDAs” means any checking or other demand deposit account maintained by any Loan Party.


 


“Default” means any event or condition that constitutes an Event of Default or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.


 


“Defaulting Lender” means any Lender, as determined by the Administrative Agent, (i) that has failed or refused to abide by its obligations under this Agreement, including without limitation, its obligation to make available to Administrative Agent its Commitment Percentage of any Revolving Loans, expenses or setoff or purchase its pro rata share of a participation interest in the Swingline Loans and Letters of Credit, (ii) that has otherwise failed to pay over to the Administrative Agent any other amount required to be paid by it hereunder within two (2) days of receipt from the Administrative Agent of written notice thereof, (iii) that has notified any Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (iv) as to which the Administrative Agent, Swingline Lender or Lead Issuing Bank has a good faith belief that such Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities, or (v) which has (a) become or is insolvent or a Person that Controls such Lender has become or is insolvent or (b) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, interim receiver, receiver and manager, administrator, liquidator, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or a Person that Controls such Lender has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, interim receiver, receiver and manager, administrator, liquidator, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.







“Designated Disposition” means the sale, transfer, lease or other disposition by a Loan Party of any one or more of the following: (i) any item of Real Estate owned by a Loan Party and located in Canada as identified on Schedule 3.5 hereto, and (ii) the Real Estate owned by the Lead Borrower located in Sikeston, Missouri and Fredericktown, Missouri and used as warehouses.


 


“Disbursement Accounts” has the meaning provided therefor in Section 2.23(a).


 


“Disqualified Stock” means any Capital Stock of any Person that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, in each case prior to the Termination Date.


 


“Dollar Equivalent” of an amount denominated in currency other than Dollars shall mean, at any time for the determination thereof, the amount of Dollars which could be purchased with the amount of such other currency involved in such computation at the spot exchange rate therefor as quoted by the Agent as of 11:00 A.M. (Boston time) on the date two Business Days prior to the date of any determination thereof for purchase on such date.


 


“Dollars” or “$” refers to lawful money of the United States of America.


 


“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States of America or any state thereof or the District of Columbia.


 


“Earn-Out Obligations” means any contingent consideration payable to the seller in connection with a Permitted Acquisition based on future operating performance of the acquired Person or assets or other purchase price adjustment or indemnification obligation payable following the consummation of such Permitted Acquisition based on criteria set forth in the documentation governing or relating to such Permitted Acquisition.


 


“Edelman” means Edelman Shoe, Inc.


 


“Edelman Acquisition” has the meaning provided therefor in the definition of “Permitted Acquisition”.


 


“EDGAR” means the Electronic Data Gathering, Analysis and Retrieval system maintained by the Securities and Exchange Commission.


 


“Eligible Accounts” means Accounts (other than Credit Card Receivables) due to a Loan Party as arise in the ordinary course of business, which have been earned by performance, and are deemed by the Administrative Agent in its reasonable discretion  to be eligible for inclusion in the calculation of the Borrowing Base. Without limiting the foregoing, unless otherwise approved in writing by the Administrative Agent, none of the following shall be deemed to be Eligible Accounts:


 


(a)           Accounts that have been outstanding for more than ninety (90) days past the invoice date or that are more than sixty (60) days past due; provided that Eligible Accounts may include up to $3,000,000 of Accounts for which more than ninety (90) days but less than one hundred twenty (120) days have elapsed since the date of the original invoice therefor, but which are less than sixty (60) days past due, in the ordinary course of the Loan Parties’ business and provided further that Eligible Accounts may include Accounts of major department stores, including, without limitation, Macy’s, Dillards and Nordstrom, for which more than one hundred twenty (120) days but less than one hundred forty-five days (145) have elapsed since the date of the original invoice therefor, but which are less than sixty (60) days past due, in the ordinary course of the Loan Parties’ business;


 


(b)           Accounts due from any Person to the extent that fifty percent (50%) or more of all Accounts from such Person are not Eligible Accounts pursuant to the other provisions of this definition;


 


(c)           Accounts with respect to which a Loan Party does not have good, valid and marketable title thereto, free and clear of any Lien (other than Liens granted to the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties, pursuant to the Security Documents);


 


(d)           Accounts that are not subject to a first priority security interest in favor of the Collateral Agent, for the benefit of itself and the Secured Parties;


 


 (e)           Accounts with respect to which any of the representations, warranties, covenants and agreements contained in any Loan Document are incorrect or have been breached;


 


(f)           Accounts with respect to which a check, promissory note, draft, trade acceptance, or other instrument for the payment of money has been received, presented for payment and returned uncollected for any reason;


 


(g)           Accounts which represent a progress billing or as to which the applicable Loan Party has extended the time for payment without the consent of the Administrative Agent (for the purposes hereof, “progress billing” means any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to such the obligation to pay such invoice is conditioned upon such Loan Party’s completion of any further performance under such contract or agreement);


 


(h)           Accounts with respect to which any one or more of the following events has occurred to the account debtor on such Account:  (i) death or judicial declaration of incompetency of such account debtor who is a natural person; (ii) the filing by or against such account debtor of a request, proposal or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, winding-up, or other relief under the Bankruptcy Code or other similar Applicable Law of any jurisdiction or any other bankruptcy, insolvency, or similar laws of the United States of America or Canada, any state, province or territory thereof, or any foreign jurisdiction, now or hereafter in effect; (iii) the making of any general assignment for the benefit of creditors by such account debtor; (iv) the appointment of a receiver or trustee for such account debtor or for any of the assets of the account debtor, including, without limitation, the appointment of or taking possession by a “custodian,” as defined in the Bankruptcy Code; (v) the institution by or against such account debtor of any other type of insolvency proceeding (under the Bankruptcy Code or other similar Applicable Law of any jurisdiction or otherwise) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against, or winding up of affairs of, such account debtor; (vi) the sale, assignment, or transfer of all or any material part of the assets of such account debtor; (vii) the nonpayment generally by such account debtor of its debts as they become due; or (viii) the cessation of the business of such account debtor as a going concern;


 


(i)           Accounts owed by a Person which (i) does not maintain its chief executive office in the United States of America or Canada, (ii) is not organized under the laws of the United States of America or Canada or any political subdivision, state, or province thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, except to the extent that such Account is secured or payable by a letter of credit or acceptance satisfactory to the Administrative Agent in its discretion;


 


(j)           Accounts owed by a Person which is an Affiliate (other than, prior to the time a Loan Party or any of its Subsidiaries exercises Control of Edelman, Accounts owed by Edelman which arise in the ordinary course of business and on terms and conditions not less favorable to the Loan Parties than could be obtained on an arm’s-length basis from unrelated third parties), director, officer, or employee of such Loan Party;


 


(k)           Accounts with respect to which either the perfection, enforceability, or validity of the Collateral Agent’s Liens in such Account, or the Collateral Agent’s right or ability to obtain direct payment to the Collateral Agent of the proceeds of such Account, is governed by any federal, state, provincial or local statutory requirements other than those of the UCC, PPSA, Civil Code, or the Mortgages Act (Ontario) (except as provided in clause (m) following);


 


(l)           Accounts owed by a Person to which a Loan Party, is indebted in any way, or which is subject to any right of setoff or recoupment by such Person, unless such Person has entered into an agreement reasonably acceptable to the Administrative Agent to waive setoff rights, or as to which such Person has disputed liability or made any claim with respect to any other Account due from such Person, but in each such case only to the extent of such indebtedness, setoff, recoupment, dispute, or claim;


 


(m)           Accounts owed by the government of the United States of America or Canada, or any department, agency, public corporation, or other instrumentality thereof, unless, in the case of the United States of America, the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. 3727 et seq.), and any other steps necessary to perfect the Agent’s Liens therein, have been complied with to the Administrative Agent’s satisfaction with respect to such Account;


 


(n)           Accounts owed by any state, province, municipality, or other political subdivision of the United States of America or any other government, country or jurisdiction, or any department, agency, public corporation, or other instrumentality thereof and as to which the Administrative Agent determines that its Lien therein is not or cannot be perfected;


 


(o)           Accounts which represent a sale on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment (other than with respect to consignments to Bloomingdales, Inc. and/or QVC in an aggregate amount not to exceed $2,000,000), or other repurchase or return (excluding sales subject to returns of defective merchandise returned in the ordinary course of business) basis;


 


(p)           Accounts owed by trade vendors in connection with marketing and advertising costs expended by a Loan Party;


 


(q)           Accounts which are evidenced by a promissory note or other instrument or by chattel paper;


 


(r)           Accounts with respect to which the account debtor is located in any state requiring the filing of a Notice of Business Activities Report or similar report in order to permit such Loan Party to seek judicial enforcement in such state of payment of such Account, unless such Loan Party has qualified to do business in such state or has filed a Notice of Business Activities Report or equivalent report for the then current year;


 


(s)           Accounts which arise out of a sale not made in the ordinary course of such Loan Party’s business;


 


(t)           Accounts with respect to which the goods giving rise to such Account have not been shipped and delivered to and accepted by, or have been rejected or objected to by, the account debtor or the services giving rise to such Account have not been performed by such Loan Party, and, if applicable, accepted by the account debtor, or the account debtor revokes its acceptance of such goods or services;


 


(u)           Accounts owed by a Person, or group of affiliated Persons, which is obligated to the Loan Parties respecting Accounts the aggregate unpaid balance of which exceeds twenty-five percent (25%) of the aggregate unpaid balance of all Accounts owed to the Loan Parties at such time by all of the Loan Parties’ account debtors, but only to the extent of such excess; provided that, for purposes of this clause (u), all Accounts due from Macy’s shall, subject to the other provisions of this definition, be included as Eligible Accounts notwithstanding the aggregate of such Accounts exceeds the foregoing limitation as long as the debt rating for Macy’s by S&P (or any successor thereto) is BBB- or better; provided further, if S&P no longer provides such rating, the debt rating for Macy’s by Moody’s Investor Service, Inc. (or any successor thereto) is  Baa3 or better;


 


(v)           Accounts with respect to which such Loan Party or the Administrative Agent has, in the exercise of the Administrative Agent’s reasonable credit judgment after consultation with the Lead Borrower, deemed such Account as uncollectible or has any reason to believe that such Account is uncollectible; and


 


(w)           Accounts which the Administrative Agent determines in its reasonable credit judgment is ineligible for any other reason.


 


If any Account at any time ceases to be an Eligible Account, then such Account shall promptly be excluded from the calculation of the Borrowing Base.


 


“Eligible Assignee” means (a) a commercial bank, commercial finance company, or other asset based lender having total assets in excess of $1,000,000,000, (b) any Lender listed on the signature pages of this Agreement, (c) any Affiliate of any Lender, (d) an Approved Fund, and (e) if an Event of Default has occurred and is continuing, any Person reasonably acceptable to the Administrative Agent; provided that, notwithstanding the foregoing, “Eligible Assignee” shall not include a Loan Party or any of the Loan Parties’ Affiliates or Subsidiaries.


 


“Eligible Credit Card Receivables” means at the time of any determination thereof, each Credit Card Receivable that satisfies the following criteria at the time of creation and continues to meet such criteria at the time of such determination: such Credit Card Receivable (i) has been earned by performance and represents the bona fide amounts due to a Loan Party from a credit card payment processor and/or credit card issuer, and in each case is originated in the ordinary course of business of such Loan Party, and (ii) in each case is deemed by the Administrative Agent in its reasonable discretion  to be eligible for inclusion in the calculation of the Borrowing Base. Without limiting the foregoing, to qualify as an Eligible Credit Card Receivable, an Account shall indicate no Person other than a Loan Party as payee or remittance party.  Without limiting the foregoing, unless otherwise approved in writing by the Administrative Agent, none of the following shall be deemed to be Eligible Credit Card Receivables:


 



	
  

	
(a)

	
Credit Card Receivables which do not constitute “Accounts” (as defined herein);







 



	
  

	
(b)

	
Credit Card Receivables that have been outstanding for more than five (5) Business Days from the date of sale;







 



	
  

	
(c)

	
Credit Card Receivables with respect to which a Loan Party does not have good, valid and marketable title thereto, free and clear of any Lien (other than Liens granted to the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties, pursuant to the Security Documents);







 



	
  

	
(d)

	
Credit Card Receivables that are not subject to a first priority security interest in favor of the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties (it being the intent that chargebacks in the ordinary course by such processors shall not be deemed violative of this clause);







 



	
  

	
(e)

	
Credit Card Receivables which are disputed, are with recourse to a Loan Party, or with respect to which a claim, counterclaim, right of setoff, recoupment or chargeback has been asserted, unless such Person has entered into an agreement reasonably acceptable to the Administrative Agent to waive setoff rights, but in each such case only to the extent of such claim, counterclaim, right of setoff, recoupment or chargeback, it being understood that for purposes of this clause (e), “with recourse” means solely that the applicable Loan Party is liable to the relevant credit card processor in the event that the credit cardholder fails to pay his or her credit card bill;







 



	
  

	
(f)

	
Credit Card Receivables as to which the processor has the right under certain circumstances to require a Loan Party to repurchase such Credit Card Receivables from such credit card processor;







 



	
  

	
(g)

	
Credit Card Receivables with respect to which any one or more of the following events has occurred to the issuer or payment processor of the applicable credit card:  (i)  the filing by or against such issuer or payment processor of a request, proposal or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, winding-up, or other relief under the Bankruptcy Code or other similar Applicable Law of any jurisdiction or any other bankruptcy, insolvency, or similar laws of the United States of America or Canada, any state, province or territory thereof, or any foreign jurisdiction, now or hereafter in effect; (ii) the making of any general assignment for the benefit of creditors by such issuer or payment processor; (iii) the appointment of a receiver or trustee for such issuer or payment processor or for any of the assets of the issuer or payment processor, including, without limitation, the appointment of or taking possession by a “custodian,” as defined in the Bankruptcy Code; (iv) the institution by or against such issuer or payment processor of any other type of insolvency proceeding (under the Bankruptcy Code or other similar Applicable Law of any jurisdiction or otherwise) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against, or winding up of affairs of, such issuer or payment processor; (v) the sale, assignment, or transfer of all or any material part of the assets of such issuer or payment processor; (vi) the nonpayment generally by such issuer or payment processor of its debts as they become due; or (vii) the cessation of the business of such issuer or payment processor as a going;







 



	
  

	
(h)

	
Credit Card Receivables with respect to which either the perfection, enforceability, or validity of the Collateral Agent’s Liens in such Credit Card Receivables, or the Collateral Agent’s right or ability to obtain direct payment to the Collateral Agent of the proceeds of such Credit Card Receivables, is governed by any federal, state, provincial or local statutory requirements other than those of the UCC, PPSA, Civil Code, or the Mortgages Act (Ontario);







 



	
  

	
(i)

	
Credit Card Receivables which are not valid, legally enforceable obligations of the applicable issuer with respect thereto;







 



	
  

	
(j)

	
Credit Card Receivables which do not conform to all representations, warranties or other provisions in the Loan Documents relating to Credit Card Receivables;







 



	
  

	
(k)

	
Credit Card Receivables which are evidenced by a promissory note or other instrument or by chattel paper;







 



	
  

	
(l)

	
Credit Card Receivables with respect to which such Loan Party or the Administrative Agent has, in the Administrative Agent’s reasonable credit judgment, deemed such Credit Card Receivables as uncollectible or has any reason to believe that such Credit Card Receivables are uncollectible; and







 



	
  

	
(m)

	
Credit Card Receivables which the Administrative Agent determines in its reasonable credit judgment is ineligible for any other reason.







 


If any Credit Card Receivable at any time ceases to be an Eligible Credit Card Receivable, then such Credit Card Receivable shall promptly be excluded from the calculation of the Borrowing Base.







“Eligible In-Transit Inventory” means, as of the date of determination thereof, without duplication of other Eligible Inventory, Inventory:


 


 (a) (i) which has been shipped from a location within the United States of America or Canada for receipt by a Loan Party within sixty (60) days of the date of determination, but which has not yet delivered to such Loan Party, (ii) for which title has passed to such Loan Party, (iii) for which the bill of lading or other document of title reflects a Loan Party as consignee, (iv) which is insured to the reasonable satisfaction of the Collateral Agent, and (v) which otherwise would constitute Eligible Inventory;  and


 


(b) (i) which has been shipped from a location (other than one within the United States of America or Canada) for receipt by a Loan Party within sixty (60) days of the date of determination and is reflected in the Loan Parties’ import system, but which has not yet delivered to such Loan Party, (ii) for which title has passed to such Loan Party, (iii) for which the bill of lading or other document of title reflects a Loan Party as consignee (along with delivery to such Loan Party or its customs broker of the documents of title with respect thereto), (iv) as to which the Collateral Agent has control over a set of documents of title which evidence ownership of the subject Inventory (such as, if requested by the Collateral Agent, by the delivery of a customs broker agency agreement, satisfactory to the Collateral Agent), (v) which is insured to the reasonable satisfaction of the Collateral Agent, and (vi) which otherwise would constitute Eligible Inventory.


 


“Eligible Inventory” means, as of the date of determination thereof, (a) Eligible In-Transit Inventory, and (b) items of Inventory of the Loan Parties that are finished goods, merchantable and readily saleable to the public in the ordinary course, in each case deemed by the Administrative Agent in its reasonable discretion to be eligible for inclusion in the calculation of the Borrowing Base. Without limiting the foregoing, unless otherwise approved in writing by the Administrative Agent, none of the following shall be deemed to be Eligible Inventory:


 


(a)  Inventory that is not owned solely by one or more Loan Parties, or is leased or on consignment to a Loan Party or by a Loan Party to another Person (other than consigned inventory at Bloomingdale’s, Inc. and/or QVC in an aggregate amount not to exceed $2,000,000 so long as the Collateral Agent shall have received an agreement from Bloomingdale’s, Inc. and/or QVC, as applicable, to provide the Collateral Agent with access to the Inventory of such Loan Party held by such Person on consignment and a reasonable time to repossess or remove such Inventory (or dispose of such Inventory from the premises of Bloomingdale’s, Inc. and/or QVC, as applicable), in form and substance reasonably satisfactory to the Collateral Agent), or such Loan Party does not have good and valid title thereto;


 


(b)  Except as provided in clause (n) below, Inventory (including any portion thereof in transit from vendors, other than Eligible In-Transit Inventory) that is not located at a warehouse facility, distribution center or store, in each case that is owned or leased by a Loan Party;


 


(c)  Inventory that represents (i) goods damaged, defective or otherwise unmerchantable, (ii) goods that do not conform in all material respects to the representations and warranties contained in this Agreement or any of the Security Documents, or (iii) goods that are obsolete, slow moving, stale, or not usable or saleable at prices approximating at least Cost; in the normal course of such Loan Party’s business, in each case, to the extent any of the foregoing ((i) through (iii)) is not factored into the calculation of Appraised Value Percentage;


 


(d)  Inventory that is not located in the United States of America (excluding territories and possessions thereof) or Canada other than Eligible In-Transit Inventory;


 


(e)  Inventory (other than Inventory subject to Permitted Encumbrances described in clause (ii) of the definition thereof) that is not subject to a perfected first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties;


 


(f)  Inventory which consists of work-in-process, chemicals, samples, protoypes, shopping bags and similar supplies which are not intended for sale in the ordinary course of business (but specifically excluding purses, satchels, backpacks and similar finished goods which are merchantable and readily saleable to the public in the ordinary course) packing and shipping materials and other similar non-merchandise categories;


 


(g)  Inventory as to which insurance in compliance with the provisions of Section 5.7 hereof is not in effect;


 


(h)  Inventory which has been sold but not yet delivered or as to which any Loan Party has accepted a deposit;


 


(i)   Inventory which is acquired in a Permitted Acquisition unless the Collateral Agent, in its Permitted Discretion, agrees that such Inventory shall temporarily be deemed Eligible Inventory, provided, however that if the Collateral Agent so agrees, the advance rate for such Inventory shall not exceed 50% of the Cost of such Inventory and such Inventory shall be deemed Eligible Inventory for no more than ninety (90) days except as set forth in the following proviso, and provided further that, during such ninety (90) day period referred to above, the Collateral Agent shall cause an appraisal of such Inventory to be completed, shall establish Inventory Reserves (if applicable) therefor, and shall otherwise determine whether such Inventory shall be deemed Eligible Inventory;


 


(j)      Inventory that does not consist of finished goods;


 


(k)   Eligible In-Transit Inventory to the extent such Inventory exceeds 15% of total Inventory as shown on the Consolidated financial statements of the Lead Borrower.


 


(l)   Inventory that that is not reflected in the details of a current perpetual inventory report (unless reflected in a report to the Administrative Agent as “in-transit” Inventory)


 


(m)   Inventory that contains or bears any proprietary rights licensed to a Loan Party by any Person, if the Administrative Agent is not satisfied that it may sell or otherwise dispose of such Inventory in accordance with the terms of the Security Documents without infringing the rights of the licensor of such proprietary rights or violating any contract with such licensor (and without payment of any royalties other than any royalties due with respect to the sale or disposition of such Inventory pursuant to the existing license agreement), unless either (i) the licensor has entered into a consent or sublicense agreement with the Collateral Agent in form and substance reasonably acceptable to the Agents (it being understood that each such agreement entered into pursuant to the Existing Credit Agreement shall be deemed to satisfy the  requirement set forth in this clause (i)), (ii) the Adjusted Fixed Charge Coverage Ratio is greater than 1.25:1.00, or (iii)  if the Adjusted Fixed Charge Coverage Ratio is less than 1.25:1.00, (A) such Inventory (other than Inventory of the Famous Footwear Division of the Loan Parties) from a licensor shall be deemed Eligible Inventory only to the extent that the value of such Inventory does not exceed $15,000,000, and (B) licensed Inventory in the Famous Footwear Division of the Loan Parties shall be deemed Eligible Inventory only to the extent that the value of such Inventory does not exceed $15,000,000 (excluding Dr. Scholls Inventory); or


 


(n)   Inventory that is located in a public warehouse or in possession of a bailee or in a facility leased by such Loan Party, if the applicable warehouseman, bailee, or lessor has not delivered to the Collateral Agent, if requested by the Collateral Agent, a subordination agreement or cession of rank and, as to any such Person, an agreement to provide the Collateral Agent with access to the Inventory located in or on such Real Estate and with respect to any such lessor, a reasonable time to sell and dispose of the Inventory from such Real Estate, in form and substance reasonably satisfactory to the Collateral Agent or if a Reserve for rents or storage charges has not been established for Inventory at that location, it being understood that each such agreement entered into pursuant to the Existing Credit Agreement shall be deemed to satisfy each of the foregoing requirements.


 


“Eligible Letter of Credit” means, as of any date of determination thereof, a Commercial Letter of Credit which supports the purchase of Inventory, (i) which Inventory does not constitute Eligible In-Transit Inventory and for which no documents of title have then been issued; (ii) which Inventory otherwise would constitute Eligible Inventory (without giving effect to the exclusions set forth in clauses (b), (d) and (n) of the definition of “Eligible Inventory”), (c) which Commercial Letter of Credit has an expiry within sixty (60) days of the date of initial issuance of such Commercial Letter of Credit, and (iv) which Commercial Letter of Credit provides that it may be drawn only after the Inventory is completed and after documents of title have been issued for such Inventory reflecting a Borrower or the Collateral Agent as consignee of such Inventory.


 


“Environmental Laws” means all Applicable Laws issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, handling, treatment, storage, disposal, Release or threatened Release of any Hazardous Material or to health and safety matters.


 


“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, natural resource damage, costs of environmental remediation, administrative oversight costs, fines, penalties or indemnities), of any Person directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transporta­tion, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.


 


“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.


 


“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by a Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by a Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by a Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by a Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from a Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.


 


“Event of Default” has the meaning assigned to such term in Section 7.1.  An “Event of Default” shall be deemed to have occurred and to be continuing unless and until that Event of Default has been duly waived in writing or cured, in each case as provided in this Agreement.


 


“Excess Availability” means, as of any date of determination, the excess, if any, of (a) the lesser of the then Total Commitments or the Borrowing Base, over (b) the outstanding Credit Extensions.


 


“Excluded Taxes” means, with respect to the Agents, any Lender, any Issuing Bank, any Acceptance Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder, (a) income or franchise taxes imposed on (or measured by) its gross or net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which any Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under Section 2.30(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.28, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax pursuant to Section 2.28(a).


 


“Existing Acceptances” means each of the acceptances issued under the Existing Credit Agreement prior to the date hereof.


 


“Existing Credit Agreement” has the meaning set forth in the Preamble to the Agreement.


 


“Existing Letters of Credit” means each of the letters of credit issued under the Existing Credit Agreement prior to the date hereof.


 


“Facility Guaranty” means collectively, the Canadian Guaranty and the Amended and Restated Domestic Guaranty in each case dated as of July 21, 2004, executed by the applicable Facility Guarantors in favor of the Agents, the Issuing Banks, Acceptance Lenders, the Lenders and the other Secured Parties.


 


“Facility Guarantors” means each Borrower and Brown Canada.


 


“Facility Guarantors’ Collateral Documents” means all security agreements, pledge agreements, and other instruments, documents or agreements executed and/or amended and delivered by the Facility Guarantors to secure the Facility Guaranty and/or the Obligations.


 


“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.


 


“Fee Letter” means the letter entitled “Fee Letter” among the Borrowers and the Administrative Agent dated as of October 31, 2008, as such letter may from time to time be amended.


 


“Financial Officer” means, with respect to any Borrower, the chief financial officer, chief accounting officer, senior vice president-finance, treasurer, controller or assistant controller of such Borrower.


 


“Fiscal Period” means one of the three Fiscal Periods in a Fiscal Quarter each of which is approximately one month in duration.  There are twelve (12) Fiscal Periods in each Fiscal Year.


 


“Fiscal Quarter” means one of four thirteen (13) week or, if applicable, fourteen (14) week quarters in a Fiscal Year, with the first of such quarters beginning on the first day of a Fiscal Year and ending on Saturday of the thirteenth (or fourteenth, if applicable) week in such quarter.


 


“Fiscal Year” means, with respect to the Lead Borrower, the Lead Borrower’s Fiscal Year for financial accounting purposes.  The current Fiscal Year of the Lead Borrower will end on January 31, 2009.


 


“Fixed Charge Coverage Measurement Date” means the last day of any Fiscal Quarter of the Lead Borrower immediately preceding a measurement event.  As used in this definition, “measurement event” means any failure of the Loan Parties to maintain Excess Availability equal to or in excess of seventeen and one-half (17.5%) percent of the lesser of (i) the then Total Commitments or (ii) the then Borrowing Base on any day.


 


“Fixed Charge Coverage Ratio” means, as of the last day of any Fiscal Quarter of the Lead Borrower for the preceding four Fiscal Quarters then ended, the ratio of (a) Consolidated EBITDA for such period, to (b) Fixed Charges for such period.


 


“Fixed Charges” means, for any period, as determined for the Lead Borrower and its Subsidiaries on a Consolidated basis, without duplication, the sum of (a) Consolidated Interest Expense during such period, (b) Capital Expenditures (excluding Capital Expenditures funded with Indebtedness other than Revolving Loans) during such period, (c) scheduled principal payments of Indebtedness payable over the course of the preceding four (4) Fiscal Quarters, (d) federal, state, local, and foreign income taxes net of refunds received, to the extent any such taxes are paid in cash during such period (excluding taxes paid to repatriate foreign earnings for fiscal periods which are more than twelve months prior to the date of determination of Fixed Charges for any period), and (e) Restricted Payments during such period, excluding any Restricted Payments (x) consisting of dividends or distributions made in Capital Stock under clause (a) of the definition thereof and (y) permitted under Section 6.7(a)(iii).


 


“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia.


 


“Foreign Plan” means any benefit plan established or maintained outside of the United States of America which a Loan Party maintains, sponsors, or to which such Person has any obligation or liability and which provides or otherwise makes available retirement or deferred benefits of any kind whatsoever to employees.


 


“Foreign Subsidiary” means any Subsidiary other than a Domestic Subsidiary.


 


“Fronting Fee” has the meaning given to such term in Section 2.14(b).


 


“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.


 


“GAAP” means accounting principles which are (a) consistent with those promulgated or adopted by the Financial Accounting Standards Board and its predecessors (or successors) in effect and applicable to that accounting period in respect of which reference to GAAP is being made, and (b) consistently applied with past financial statements of the Lead Borrower and its Subsidiaries on a Consolidated basis adopting the same principles.


 


“Governmental Authority” means the government of the United States of America or Canada or any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, department, agency, board, commission, tribunal, committee,  court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or acceptance or letter of guaranty issued to support such Indebtedness or obligation, provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.


 


“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, mold and other fungi, bacteria, and all other substances or wastes of any nature regulated pursuant to any Environmental Law, including any material listed as a hazardous substance under Section 101(14) of CERCLA.


 


“Headquarters” means the Real Estate at which the Lead Borrower’s headquarters are maintained and other Real Estate located adjacent thereto, including the Real Estate located at 8300, 8350, 8400 and 8500 Maryland Avenue, St. Louis, Missouri and the lot at the corner of Maryland Avenue and Topton Way, St. Louis, Missouri.


 


“Hedging Agreement” means any interest rate protection agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, foreign currency exchange agreement, commodity price protection agreement, or other interest or currency exchange rate or commodity price hedging arrangement designed to hedge against fluctuations in interest rates or foreign exchange rates.


 


“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money (including any obligations for borrowed money which are without recourse to the credit of such Person), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business and, in each case, not past due for more than 90 days after the date on which such trade account payable was created unless such account is the subject of a bona fide dispute and adequate reserves have been established therefor in accordance with GAAP), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) the net termination obligations of all Hedging Agreements, and (l) the present value (discounted at the interest rate applicable to such obligations) of the principal and interest portions of all rental obligations of such Person under any Synthetic Lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.


 


“Indemnified Taxes” means Taxes other than Excluded Taxes.


 


“Indemnitee” has the meaning provided therefor in Section 9.3(b).


 


“Interest Payment Date” means (a) with respect to any Prime Rate Loan (including a Swingline Loan), the fifteenth day of each January, April, July and October, and (b) with respect to any LIBO Loan, on the last day of the Interest Period applicable to the Borrowing of which such Loan is a part, and, in addition, if such LIBO Loan has an Interest Period of greater than 90 days, on the last day of the third, sixth and ninth months of such Interest Period, as applicable.  Except as otherwise provided herein, if any day on which a payment is due is not a Business Day, then the payment shall be due on the next day following which is a Business Day and such extension of time shall be included in computing interest and fees in connection with such payment.


 


“Interest Period” means, with respect to any LIBO Borrowing, the period commencing on the date of such Borrowing and ending seven days, fourteen days or twenty-one days or one, two, three or six months thereafter, and, if available from all of the Lenders, nine months or twelve months thereafter, as the Lead Borrower may elect by notice to the Administrative Agent in accordance with the provisions of this Agreement, provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month during which such Interest Period ends) shall end on the last Business Day of the calendar month of such Interest Period, and (c) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.


 


“Inventory” has the meaning assigned to such term in the Security Agreements.


 


“Inventory Reserves” means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria or in the most recently conducted appraisal, such reserves as may be established from time to time by the Administrative Agent in the Administrative Agent’s Permitted Discretion (after consultation with the Lead Borrower (whose consent to any Inventory Reserves shall not be required)) with respect to the determination of the saleability, at retail, of the Eligible Inventory or which reflect such other factors as affect the appraised or market value of the Eligible Inventory. Without limiting the generality of the foregoing, in the Administrative Agent’s Permitted Discretion, Inventory Reserves may include (but are not limited to) reserves based on (i) Shrink; (ii) capitalized freight and internal profit reserves used in the Borrowers’ calculation of cost of goods sold; (iii) obsolescence; (iv) seasonality; (v) imbalance; (vi) change in Inventory character or composition; (vii) change in inventory mix; (viii) reasonably anticipated changes in appraised value of Inventory between appraisals; and (ix) retail markdowns and markups inconsistent with prior period practice and performance; industry standards; current business plans; or advertising calendar and planned advertising events.  Inventory Reserves shall be established and calculated in a manner and methodology consistent with the Administrative Agent’s practices with the Loan Parties as of the Closing Date, provided that in establishing and calculating any such Inventory Reserves, the Administrative Agent may take into account changes to the Loan Parties’ business after the Closing Date, and provided further, however, that if (x) an Event of Default exists, (y) any of the conditions described in clauses (ii) and (iii) of the first sentence of the definition of “Permitted Discretion” apply, or (z) any factor or circumstance described in clause (D) of the second sentence of the definition of “Permitted Discretion” exists, then Inventory Reserves may be established and calculated in a manner and methodology consistent with the Administrative Agent’s practices as of the Closing Date with other similarly situated borrowers.  The Inventory Reserves in effect on the Closing Date are reflected on the Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 4.1(d) hereof.


 


“Investment” has the meaning provided therefor in Section 6.4.


 


“Issuing Bank” means, collectively, the Lead Issuing Bank, Wells Fargo Retail Finance, LLC, and, upon the reasonable consent of the Administrative Agent, up to two (2) additional Lenders (other than the Lead Issuing Bank and Wells Fargo Retail Finance, LLC), provided that any such additional Lender shall be deemed an Issuing Bank hereunder solely during the period during which a Letter of Credit issued by such Lender (other than the Lead Issuing Bank and Wells Fargo Retail Finance, LLC) is outstanding and either undrawn (in whole or in part) or with respect to which there is an unreimbursed L/C Disbursement. Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case during the period during which any such Letter of Credit is outstanding and either undrawn (in whole or in part) or with respect to which there is an unreimbursed L/C Disbursement, during such period the term “Issuing Bank” shall include any such Affiliate with respect to such Letters of Credit.


 


“L/C Disbursement” means a payment made by any Issuing Bank pursuant to a Letter of Credit.


 


“Lead Borrower” means Brown Shoe Company, Inc.


 


“Lead Issuing Bank” means Bank of America, in its capacity as such and any successor in such capacity.


 


“Lenders” means the Persons identified on Schedule 1.1 and each assignee that becomes a party to this Agreement as set forth in Section 9.5(b), or each Person that becomes an Additional Commitment Lender as set forth in Section 2.2(a).


 


“Letter of Credit” means a letter of credit that satisfies all of the following conditions: (i) is issued pursuant to this Agreement for the account of any Borrower or any Facility Guarantor or for the joint account of any Borrower or any Facility Guarantor and any Loan Party or any of its Subsidiaries, (ii) is a Standby Letter of Credit or Commercial Letter of Credit, (iii) is issued in connection with the purchase of Inventory by any Loan Party, or in support of an obligation of any Loan Party or any of its Subsidiaries incurred in the ordinary course of business, or for any other purpose that is reasonably acceptable to the Administrative Agent, and (iv) is in form and substance reasonably satisfactory to the Lead Issuing Bank and, if applicable, the Issuing Bank issuing such Letter of Credit. Without limiting the foregoing, the Existing Letters of Credit shall be deemed Letters of Credit issued under this Agreement.


 


“Letter of Credit Fees” means the fees payable in respect of Letters of Credit pursuant to Section 2.14.


 


“Letter of Credit Outstandings” means, at any time, the sum of (a) with respect to Letters of Credit outstanding at such time, the aggregate maximum amount that then is or at any time thereafter may become available for drawing or payment thereunder plus (b) all amounts theretofore drawn or paid under Letters of Credit for which the applicable Issuing Bank has not then been reimbursed by the Loan Parties.


 


“LIBO Borrowing” means a Borrowing comprised of LIBO Loans.


 


“LIBO Loan” means any Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Section 2.


 


“LIBO Rate” means, with respect to any LIBO Borrowing for any Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period.  If such rate is not available at such time for any reason, then the “LIBO Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBO Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.


 


“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset (c) any other lien, charge, privilege, secured claim, title retention, garnishment right, deemed trust, encumbrance or other right affecting assets, choate or inchoate, arising by any statute, act of law of any jurisdiction at common law or in equity or by agreement; and (d) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.


 


“Loan Account”  has the meaning assigned to such term in Section 2.22(a).


 


“Loan Documents” means this Agreement, the Notes, the Letters of Credit, the Fee Letter, all Borrowing Base Certificates, the Blocked Account Agreements, the Credit Card Notifications, the Security Documents, the Facility Guaranty, the Confirmation Agreement, and any other instrument or agreement now or hereafter executed and delivered in connection herewith or therewith, or in connection with any Bank Product or Cash Management Services.


 


“Loan Party” means each Borrower and each Facility Guarantor.


 


“Loans” means all loans (including, without limitation, Revolving Loans and Swingline Loans) at any time made to the Borrowers or for account of the Borrowers pursuant to this Agreement.


 


“Macy’s” means, collectively, Macy’s Inc. (formerly known as Federated Department Stores, Inc.) and any successor thereto.


 


“Maintenance Capital Expenditures” means Capital Expenditures incurred for the purposes of maintaining existing facilities, but excluding initial expenditures related to new facilities and remodels of existing facilities.


 


“Margin Stock” has the meaning assigned to such term in Regulation U.


 


“Material Adverse Effect” means a material adverse effect on (a) the business, operations, property, assets, or condition, financial or otherwise, of the Loan Parties, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform any material obligation or to pay any Obligations under this Agreement or any of the other Loan Documents, or (c) the validity or enforceability of this Agreement or any of the other Loan Documents or any of the material rights or remedies of the Administrative Agent, the Collateral Agent or the Lenders hereunder or thereunder.


 


 “Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit) of any one or more of the Loan Parties in an aggregate principal amount exceeding $15,000,000.


 


“Material Subsidiary” means each Domestic Subsidiary (other than Edelman unless and until the Lead Borrower or any other Loan Party owns 100% of the Capital Stock of Edelman) or Canadian Subsidiary of a Loan Party which, as of the last day of any Fiscal Quarter, satisfied any one or more of the following tests:


 


(a)           such Subsidiary owns property that would constitute Collateral valued in excess of $10,000,000; or


 


(b)           such Subsidiary has revenues in any Fiscal Year in excess of $50,000,000; or


 


(c)           such Subsidiary, and all other Subsidiaries which are not Loan Parties own property that would constitute Collateral valued in excess of $25,000,000, then all such Subsidiaries shall be deemed Material Subsidiaries; or


 


(d)           such Subsidiary and all other Subsidiaries which are not Loan Parties have revenues in any Fiscal Year in excess of $100,000,000, then all such Subsidiaries shall be deemed Material Subsidiaries.


 


For clarity, a Subsidiary shall not be deemed a “Material Subsidiary” unless it meets any of the foregoing tests, notwithstanding that such Subsidiary is the holder of the Capital Stock of another Subsidiary which satisfies such tests.


 


“Maturity Date” means January 21, 2014.


 


“Maximum Rate” has the meaning provided therefor in Section 9.14.


 


“Minority Lenders” has the meaning provided therefor in Section 9.2(c).


 


“Moody’s” means Moody’s Investors Service, Inc.


 


“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Net Amount of Eligible Credit Card Receivables” means, at any time, the gross amount of Eligible Credit Card Receivables less, without duplication, (a) sales, excise, or similar taxes which are not reserved in the Borrowing Base, and (b) with respect to Eligible Credit Card Receivables, returns, discounts, claims, credits, allowances, accrued rebates, offsets, deductions, counterclaims, disputes, and other defenses of any nature at any time issued, owing, granted, outstanding, available, or claimed, in each case calculated and determined in Dollars.


 


“Net Amount of Eligible Accounts” means, at any time, the gross amount of Eligible Accounts less, without duplication, (a) sales, excise, or similar taxes which are not reserved in the Borrowing Base, and (b) with respect to Eligible Accounts, returns, discounts, claims, credits, allowances, accrued rebates, offsets, deductions, counterclaims, disputes, and other defenses of any nature at any time issued, owing, granted, outstanding, available, or claimed, in each case calculated and determined in Dollars.


 


“Noncompliance Notice” has the meaning provided therefor in Section 2.6(b).


 


“Notes” means (a) the promissory notes of the Borrowers substantially in the form of Exhibit B, each payable to the order of a Lender, evidencing the Revolving Loans and (b) the Swingline Note.


 


“Obligations” means (a) the due and punctual payment by the Borrowers of (i) the principal of, and interest (including all interest that accrues after the commencement of any case or proceeding by or against any Borrower under any federal or state bankruptcy, insolvency, receivership or similar law, whether or not allowed in such case or proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrowers under the Credit Agreement in respect of any Letter of Credit or Acceptance, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise, of the Loan Parties to the Secured Parties under the Credit Agreement and the other Loan Documents, including all monetary obligations that accrue after the commencement of any case or proceeding by or against any Borrower under any federal or state bankruptcy, insolvency, receivership or similar law, whether or not allowed in such case or proceeding, (b) the due and punctual payment and performance of all covenants, agreements, obligations and liabilities of the Loan Parties under or pursuant to this Agreement and the other Loan Documents, and (c) solely to the extent that there is sufficient Collateral following satisfaction of the Obligations described in clause (a) of this definition, the payment and performance under any transaction with any Lender or any of its Affiliates, which arises out of any Bank Products or Cash Management Services.


 


“Other Taxes” means any and all current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.


 


“Overadvance” means, at any time of calculation, a circumstance in which the Credit Extensions exceed the lesser of (a) the Total Commitments or (b) the Borrowing Base.


 


“Participant” has the meaning provided therefor in Section 9.5(e).


 


“Payment Conditions” means, at the time of determination with respect to a specified transaction or payment, that (a) no Default or Event of Default then exists or would arise as a result of the  entering into such transaction or the making of such payment and (b) prior to and after giving effect to such transaction or payment, Excess Availability shall exceed the greater of (i) twenty percent (20%) of the lesser of the then (x) Total Commitments or (y) Borrowing Base and (ii) $25,000,000; (c) the Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis (in each case, after giving effect to such transaction or payment) for the two (2) most recent full Fiscal Quarters preceding such transaction or payment and for two (2) full Fiscal Quarters following such transaction or payment (determined on a projected and pro forma basis), shall be equal to or greater than 1.0:1.0 and (d) the Loan Parties shall have provided the Administrative Agent with a certificate from a Financial Officer demonstrating to the reasonable satisfaction of the Administrative Agent that, on a pro forma basis (after giving effect to such transaction or payment), the Loan Parties, taken as a whole, are, and will be, Solvent.


 


 “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Perfection Certificate” means a certificate in the form of Exhibit C to this Agreement or any other form approved by the Collateral Agent.


 


“Permitted Acquisition” means collectively:


 


(a) so long as prior to and after giving effect to such Acquisition, no Default or Event of Default will exist or arise therefrom, the acquisition by a Borrower or Facility Guarantor of all or a portion of the Capital Stock of Edelman not owned directly or indirectly by the Lead Borrower on the Closing Date or all or substantially all of the assets of Edelman (the “Edelman Acquisition”), provided that, if upon the consummation of such acquisition any Loan Party shall directly or indirectly hold 100% of the issued and outstanding Capital Stock of Edelman, Edelman shall become a Borrower or Facility Guarantor hereunder in accordance with the provisions of Section 5.14 hereof; and


 


(b) an Investment in, a purchase of the Capital Stock in, or the acquisition of all or a substantial portion of the assets or properties of, any Person or of any business unit or division of any Person, the entering into any exchange of securities with any Person, or the entering into any transaction, merger or consolidation of any Person, or any acquisition of any retail store locations of any Person (each of the foregoing an “Acquisition”) in each case under this clause (b) which satisfies each of the following conditions:


 



	
  

	
(i)

	
The Acquisition is of a business permitted to be conducted by the Borrowers pursuant to Section 6.3(b) hereof;







 



	
  

	
(ii)

	
Prior to and after giving effect to the Acquisition, no Default or Event of Default will exist or will arise therefrom;







 



	
  

	
(iii)

	
The Borrowers shall have furnished the Administrative Agent with the information required under Section 5.1(i) of this Agreement;







 



	
  

	
(iv)

	
If the Acquisition is of the Capital Stock of any Person, the Acquisition is structured so that the Person shall become a wholly owned Subsidiary of the Lead Borrower and such Person will become a Borrower or Facility Guarantor if required in accordance with Section 5.14 hereof and if such Person is required to become a Borrower or Facility Guarantor, the Borrowers (including such Person) shall take such steps as are necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest (except as provided in Section 6.2 hereof) in all of the assets (that would otherwise constitute Collateral) acquired in connection with such Acquisition;







 



	
  

	
(v)

	
If a Borrower shall merge with such other Person, such Borrower shall be the surviving party of such merger;







 



	
  

	
(vi)

	
such acquisition shall not be a hostile or contested acquisition;







 



	
(vii)  

	
the total consideration paid or payable in connection with any Acquisition (whether in cash, property or securities) shall not exceed $35,000,000 for any Acquisition or $100,000,000 in the aggregate for all Acquisitions after the Closing Date, unless, in each case, the Payment Conditions are satisfied, provided that the Edelman Acquisition shall not be taken into account in determining the utilization of the foregoing baskets and such baskets shall not apply to the Edelman Acquisition; and







 



	
(viii)  

	
no Loan Party shall, as a result of or in connection with any such acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that could reasonably be expected, as of the date of such acquisition, to result in the existence or occurrence of a Material Adverse Effect.







 


“Permitted Discretion” means the Administrative Agent’s good faith credit judgment based upon any factor or circumstance which it reasonably believes in good faith: (i) will or could reasonably be expected to adversely affect the value of the Collateral, the enforceability or priority of the Collateral Agent’s Liens thereon in favor of the Secured Parties or the amount which the Collateral Agent and the Secured Parties would likely receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation of such Collateral; (ii) suggests that any collateral report or financial information delivered to the Administrative Agent by or on behalf of the Loan Parties is incomplete, inaccurate or misleading in any material respect; (iii) could reasonably be expected to materially increase the likelihood of a bankruptcy, reorganization or other insolvency proceeding involving any Loan Party; or (iv) creates or reasonably could be expected to create a Default or Event of Default.  In exercising such judgment, the Administrative Agent may consider such factors or circumstances already included in or tested by the definition of Eligible Accounts, Eligible in-Transit Inventory, or Eligible Inventory, as well as any of the following: (A) the financial and business climate and prospects of any Loan Party’s industry and general macroeconomic conditions; (B) changes in demand for and pricing of Inventory; (C) changes in any concentration of risk with respect to Inventory; (D) any other factors or circumstances that will or could reasonably be expected to have a Material Adverse Effect; (E) audits of books and records by third parties, history of chargebacks or other credit adjustments; and (F) any other factors that change or could reasonably be expected to change the credit risk of lending to the Borrowers on the security of the Accounts and Inventory.  Notwithstanding the foregoing, it shall not be within Permitted Discretion for the Administrative Agent to establish Reserves which are duplicative of each other whether or not such reserves fall under more than one reserve category.


 


“Permitted Encumbrances” means:


 


(i)           Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.5;


 


(ii)           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 compliance with Section 5.5, provided, however, that the aggregate amount of such Liens, may not at any time exceed $35,000,000 from and after the Closing Date;


 


(iii)           pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance, old-age pension and other social security laws or regulations;


 


(iv)           deposits to secure the performance of bids, trade contracts, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;


 


(v)           judgment Liens in respect of judgments that do not constitute an Event of Default under Section 7.1(l);


 


(vi)           easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of any Loan Party;


 


(vii)           Possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and Permitted Investments, provided that such Liens (a) attach only to such Investments and (b) secure only obligations incurred in the ordinary course and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing;



 


(viii)           Landlords' and lessors' Liens in respect of rent not in default; and




 


(ix)           Liens in favor of a financial institution encumbering deposits (including the right of setoff) held by such financial institution in the ordinary course of its business to secure Indebtedness permitted hereunder and which are within the general parameters customary in the banking industry


 


provided that, except as provided in any one or more of clauses (i) through (vi) above, the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.


 


“Permitted Investments” means each of the following:


 


(i)           Investments in direct obligations of the United States of America (or any agency thereof or any obligations guaranteed by the United States of America, provided that such obligations mature within one year from the date of acquisition thereof;


 


(ii)           Investments in commercial paper maturing within 90 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least A-2 or P-2 from S&P or from Moody’s;


 


(iii)           Investments in certificates of deposit maturing within one year from the date of acquisition, banker’s acceptances, Eurodollar bank deposits, and overnight bank deposits, in each case issued by or created by, or with, a Lender, an Affiliate of a Lender or a bank or trust company organized under the laws of the United States of America or Canada or any state, province or territory thereof, having capital and surplus aggregating at least $100,000,000, and other bank deposits to the extent such deposits are insured by a Governmental Authority or pursuant to any governmental deposit insurance program or are in the process of collection and transfer in the ordinary course of business to any deposit account which is maintained in the name of the Collateral Agent or the Administrative Agent or any Loan Party, or any of them, as the Administrative Agent may determine, on terms acceptable to the Administrative Agent;


 


(iv)           Investments in mutual funds substantially all of the assets of which are securities of the type described in clauses (i), (ii) and (iii) of this definition;


 


(v)           Investments by the Loan Parties in deposit accounts in the ordinary course of business with financial institutions (A) located in the United States of America and Canada, and (B) located in a jurisdiction other than the United States of America and Canada in an amount not in excess of $5,000,000 in the aggregate; and


 


(vi)           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 $100,000,000, having a term of not more than thirty (30) days, with respect to securities issued or fully guaranteed or insured by the government of the United States of America;


 


provided that, notwithstanding the foregoing, (i) after the occurrence and during the continuance of a Cash Dominion Event, no such Investments (other than those described in clause (v) above) shall be permitted by a Borrower unless either (A) no Loans are then outstanding, or (B) the Investment is a temporary Investment pending expiration of an Interest Period for a LIBO Loan, the proceeds of which Investment will be applied to the Obligations after the expiration of such Interest Period,  and (ii) such Investments are pledged by the applicable Borrower to the Administrative Agent as additional collateral for the Obligations pursuant to such agreements as may be reasonably required by the Administrative Agent.


 


“Permitted Overadvance” means an Overadvance determined by the Administrative Agent, in its reasonable discretion, (a) which is made to maintain, protect or preserve the Collateral and/or the Lenders’ rights under the Loan Documents, or (b) which is otherwise in the Lenders’ interests; provided that Permitted Overadvances shall not (i) exceed five percent of the then Borrowing Base in the aggregate outstanding at any time and (ii) remain outstanding for more than thirty consecutive Business Days, unless in case of clause (ii) the Required Lenders otherwise agree; and provided further that the foregoing shall not (1) modify or abrogate any of the provisions of Section 2.7(h) regarding the Lenders’ obligations with respect to L/C Disbursements, or (2) result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for “inadvertent Overadvances” (i.e. where an Overadvance results from changed circumstances beyond the control of the Administrative Agent (such as a reduction in the collateral value)), and further provided that in no event shall the Administrative Agent make an Overadvance, if after giving effect thereto, the principal amount of the Credit Extensions (including any Overadvance or proposed Overadvance) would exceed the Total Commitments.


 


“Permitted Stock Repurchase” means a purchase by the Lead Borrower of Capital Stock of the Lead Borrower; provided that the aggregate of all such purchases shall not exceed $35,000,000 for any Permitted Stock Repurchase or $100,000,000 in the aggregate for all Permitted Stock Repurchases after the Closing Date, unless, in each case, the Payment Conditions are satisfied.


 


“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.


 


“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which a Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“PPSA” means the Personal Property Security Act (Ontario) ( or any successor statute) or similar legislation of any other Canadian jurisdiction, the laws of which are required by such legislation to be applied in connection with the issue, perfection, enforcement, opposability, validity or effect of security interests.


 


“Prime Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate plus 1/2 of 1%, (b) the Adjusted LIBO Rate for an Interest Period of one month determined at approximately 11:00 a.m. (London time) on such day plus 1.00% per annum and (c) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.”  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.


 


“Prime Rate Loan” means any Loan bearing interest at a rate determined by reference to the Prime Rate in accordance with the provisions of Section 2.


 


“Real Estate” means all land, together with the buildings, structures, parking areas, and other improvements thereon, now or hereafter owned or leased by any Loan Party, including all easements, rights-of-way, and similar rights relating thereto and all leases, tenancies, and occupancies thereof.


 


“Refinancing Notes” means publicly issued or privately placed notes which refinance all or a portion of the Senior Notes so long as, after giving effect thereto (i) the aggregate principal amount of the Senior Notes and Refinancing Notes outstanding after giving effect to the issuance of the Refinancing Notes is not greater than the outstanding principal amount of the Senior Notes immediately prior to the issuance of the Refinancing Notes (except by the amount of any accrued interest, expenses, fees, and premium paid in connection with such refinancing), (ii) the result of such refinancing shall not result in a maturity date which is earlier than six (6) months following the Maturity Date or decreased weighted average life, (iii) the holders of such refinancing notes are not afforded covenants, defaults, rights or remedies, taken as a whole, which are materially more burdensome to the obligor or obligors than those contained in the Senior Notes being refinanced, (iv) the obligor or obligors under any such refinancing notes and the collateral, if applicable, granted pursuant to any such refinancing notes are the same (or in the case of collateral, the same or less than) as the obligor(s) and collateral under the Senior Notes being refinanced, (v) the subordination, to the extent applicable, and other material provisions of the refinancing notes are no less favorable to the Lenders than those terms of the Senior Notes being refinanced, and (vi) the refinancing notes are not exchangeable or convertible into any other Indebtedness which does not comply with clauses (i) through (v) above.


 


“Register” has the meaning set forth in Section 9.5(c).


 


“Regulation U” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.


 


“Regulation X” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.


 


“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.


 


“Release” has the meaning set forth in Section 101(22) of CERCLA.


 


“Relevant Date” means (i) in the case of each Lender signatory hereto on the Closing Date, the Closing Date, and (ii) in the case of each other Lender, the effective date of the Assignment and Acceptance or other document pursuant to which it becomes a Lender.


 


 “Required Lenders” means, at any time, at least three (3) Lenders having Commitments greater than 50% of the Total Commitments, or if the Commitments have been terminated, Lenders holding in the aggregate greater than 50% of all Loans and Letters of Credit Outstanding (with the aggregate amount, without duplication, of each Lender’s risk participation and funded participation in Letters of Credit and Swingline Loans being deemed “held” by such Lender (and an Issuing Bank or Swingline Lender) for purposes of this definition).


 


“Reserves” means the Inventory Reserves and Availability Reserves.


 


“Responsible Officer” means with respect to any Borrower, the chief executive officer or the president or any Financial Officer.


 


“Restricted Payment” means, with respect to any Person (other than a natural person): (a) the payment or making of any dividend or other distribution of property in respect of such Person’s Capital Stock (or any options or warrants for, or other rights with respect to, such Capital Stock) of such Person, other than distributions solely in such Person’s Capital Stock (or any options or warrants for, or other rights with respect to, such Capital Stock) of the same class; or (b) the redemption or other acquisition by such Person of any Capital Stock (or any options or warrants for, or other rights with respect to, such Capital Stock) of such Person (including without limitation, any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of Capital Stock); provided that (x) the issuance or redemption of the Lead Borrower’s Capital Stock to or from any officer, director or employee of any Borrower or any of its Subsidiaries in the ordinary course of the Lead Borrower’s business (including, without limitation, in the ordinary operation of the Lead Borrower’s employee benefit plans or in connection with directors’ plans or compensation), (y) the issuance to holders of Capital Stock of the Lead Borrower of rights to acquire additional Capital Stock on the occurrence of any specified event or circumstance, and (z) any redemption of rights to acquire additional stock under any “poison pill” rights agreement of the Lead Borrower (as such agreement may be amended or replaced) but only if the redemption price thereunder is not in excess of the redemption price under the most recent “poison pill” rights agreement of the Lead Borrower that existed prior to the Closing Date (as defined in the Existing Credit Agreement), shall not constitute a Restricted Payment hereunder.


 


“Revolving Loans” means all Loans at any time made by a Lender pursuant to Article II.


 


“S&P” means Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc.


 


“Secured Parties” has the meaning assigned to such term in the Security Agreements.


 


“Security Agreements” means, collectively, the Borrower Security Agreement and the Canadian Security Agreements.


 


“Security Documents” means the Security Agreements, the Facility Guaranty, the Facility Guarantors’ Collateral Documents, and each other security agreement, guaranty or other instrument or document executed and delivered pursuant to Section 5.15 or any other provision hereof or any other Loan Document, to secure any of the Obligations.


 


“Senior Notes Indenture” means the Indenture, dated as of April 22, 2005, among the Lead Borrower, the guarantors party thereto and U.S. Bank National Association, as successor trustee, pursuant to which the Senior Notes were issued.


 


“Senior Notes” means the Lead Borrower’s 8.75% Senior Notes due 2012 issued pursuant to the Senior Notes Indenture.


 


“Settlement Date” has the meaning provided in Section 2.8(b).


 


“Shrink” means Inventory which has been lost, misplaced, stolen, or is otherwise unaccounted for.


 


“Shoes.com” has the meaning provided therefor in the Recitals.


 


“Sidney Rich” has the meaning provided therefor in the Recitals.


 


“Solvent” means, with respect to any Person on a particular date, that on such date (a) at fair valuations, all of the properties and assets of such Person are greater than the sum of the debts, including contingent liabilities, of such Person, (b) the present fair saleable value of the properties and assets of such Person is not less than the amount that would be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its properties and assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts beyond such Person’s ability to pay as such debts mature, and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such Person’s properties and assets would constitute unreasonably small capital after giving due consideration to the prevailing practices in the industry in which such Person is engaged.


 


 “Standby Letter of Credit” means any Letter of Credit other than a Commercial Letter of Credit.


 


“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D.  LIBO Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“Subordinated Debt” means unsecured Indebtedness of any Loan Party entered into after the Closing Date (including any such Indebtedness that is convertible into Capital Stock (other than Disqualified Stock)) which is subordinated to payment of the Obligations on terms and conditions reasonably acceptable to the Administrative Agent, and any amendments, renewals, restatements, or other modifications thereof.


 


“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, directly or indirectly owned, controlled or held, or (b) that is, as of such date, otherwise directly or indirectly Controlled, by the parent and/or one or more subsidiaries of the parent. Unless the context otherwise requires, all references in the Loan Documents to “Subsidiaries” shall be deemed to refer to Subsidiaries of the Lead Borrower.  Notwithstanding anything herein to the contrary, (i) Edelman shall not be deemed to be a Subsidiary until such time as the Lead Borrower directly or indirectly owns more than 50% of the Capital Stock thereof and (ii) B&H and its subsidiaries shall not be deemed to be Subsidiaries until such time as the Lead Borrower directly or indirectly owns 100% of the Capital Stock of B&H.


 


“Super-Majority Lenders” means, at any time, Lenders having Commitments equal in the aggregate to at least 75% of the Total Commitments, or if the Commitments have been terminated, Lenders holding in the aggregate at least 75% of all Loans and Letters of Credit Outstanding (with the aggregate amount, without duplication, of each Lender’s risk participation and funded participation in Letters of Credit and Swingline Loans being deemed “held” by such Lender (and an Issuing Bank or Swingline Lender) for purposes of this definition).


 


 “Swingline Lender” means Bank of America, N.A., in its capacity as lender of Swingline Loans hereunder.


 


“Swingline Loan” means a Loan made by the Swingline Lender to the Borrowers pursuant to Section 2.6 hereof.


 


“Swingline Note” means the promissory note, dated July 21, 2004, made by the Borrowers to the Swingline Lender to evidence the Swingline Loans.


 


“Synthetic Lease” means any lease or other agreement for the use or possession of property creating obligations which does not appear as Indebtedness on the balance sheet of the lessee thereunder but which, upon the insolvency or bankruptcy of such Person, would be characterized as Indebtedness of such lessee without regard to the accounting treatment.


 


“Taxes” means any and all current or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.


 


“Termination Date” means the earliest to occur of (i) the Maturity Date, (ii) the date on which the maturity of the Loans are accelerated and the Commitments are terminated in accordance with Section 7.1, or (iii) the date of the occurrence of any Event of Default pursuant to Section 7.1(i) or 7.1(j).


 


“Termination Event” means (a) the complete or partial withdrawal of a Facility Guarantor from a Foreign Plan during a plan year; or (b) the filing of a notice of interest to terminate in whole or in part a Foreign Plan or the treatment of a Foreign Plan amendment as a termination of partial termination; or (c) the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee appointed to administer a Foreign Plan; or (d) any other event or condition which might constitute grounds for the termination of, winding up or partial termination of winding up or the appointment of trustee to administer, any Foreign Plan.  Notwithstanding the foregoing, the partial wind-up of the Canadian Pension Plans currently in process or contemplated to begin within a reasonable period of time after the Closing Date shall not be deemed to be a Termination Event.


 


“Total Commitments” means, at any time, the sum of the Commitments at such time.


 


“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Prime Rate.


 


“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.


 


“Unused Commitment” means, on any day, (a) the then Total Commitments minus (b) the sum of (i) the principal amount of Loans then outstanding (including the principal amount of Swingline Loans then outstanding), and (ii) the then Letter of Credit Outstandings and (iii) the then unreimbursed Acceptances.


 


“Voting Stock” means, with respect to any corporation, the outstanding stock of all classes (or equivalent interests) which ordinarily, in the absence of contingencies, entitles holders thereof to vote for the election of directors (or Persons performing similar functions) of such corporation, even though the right so to vote has been suspended by the happening of such contingency.


 


“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


1.2 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding mascu­line, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns or, for natural persons, such Person’s successors, heirs, executors, administrators and other legal representatives, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (f) all financial statements and other financial information provided by the Loan Parties to the Administrative Agent or any Lender shall be provided with reference to Dollars, and (g) this Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Loan Parties and the Administrative Agent and are the product of discussions and negotiations among all parties.  Accordingly, this Agreement and the other Loan Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents.


 


1.3 ­Accounting Terms. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect on the Closing Date, on a basis consistent with the financial statements referred to in Section 4.1(h) of this Agreement, provided that, if the Borrowers request an amendment to any provision hereof to reflect the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such provision shall have been amended in accordance herewith.  In the event that the Loan Parties are required to or elect to adopt the International Financial Reporting Standards (“IFRS”) prior to the Maturity Date, the Lead Borrower shall notify the Administrative Agent at least 90 days prior to the date on which IFRS will apply and the Administrative Agent and the Lead Borrower shall negotiate in good faith such amendments to this Agreement and the other Loan Documents are appropriate.


 


1.4 Rounding.


 


Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


1.5 Letter of Credit Amounts.


 


Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by the terms of any documents related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.


 


2.  AMOUNT AND TERMS OF CREDIT.


 


2.1 ­Commitment of the Lenders.


 


(a) Each Lender severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, to extend credit to the Borrowers on a revolving basis, in the form of Revolving Loans, participations in Swingline Loans, and Letters of Credit and in an amount not to exceed the lesser of such Lender’s Commitment or such Lender’s Commitment Percentage of the lesser of (x) the Borrowing Base or (y) the Total Commitments, subject to the following limitations:


 


(i) The aggregate outstanding amount of the Credit Extensions shall not at any time exceed the lower of (i) (x) $380,000,000, or (y) such greater amount or lesser amount to which the Total Commitments have then been increased or decreased by the Borrowers pursuant to Sections 2.2 and/or 2.17 hereof, or (ii) the then amount of the Borrowing Base plus any Permitted Overadvances.


 


(ii) No Lender (other than the applicable Issuing Bank) shall be obligated to issue any Letter of Credit, and Letters of Credit shall be available from the Issuing Banks, subject to the ratable participation of all Lenders, as set forth in Section 2.7. The aggregate Letter of Credit Outstandings shall not at any time exceed $100,000,000, and the aggregate amount of Letter of Credit Outstandings with respect to Standby Letters of Credit shall not at any time exceed $50,000,000.


 


(iii) Subject to all of the other provisions of this Agreement, Revolving Loans that are repaid may be reborrowed prior to the Termination Date. No new Credit Extension, however, shall be made to the Borrowers after the Termination Date.


 


(b) Each Borrowing of Revolving Loans (other than Swingline Loans) shall be made by the Lenders pro rata in accordance with their respective Commitments.  The failure of any Lender to make any Loan shall neither relieve any other Lender of its obligation to fund its Loan in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender.


 


2.2 ­Increase in Total Commitments.


 


(a) So long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right at any time, and from time to time, to request an increase of the Total Commitments by an aggregate amount (for all such requests) not exceeding (i) $150,000,000, plus (ii) an amount equal to the amount of the Commitment of any Defaulting Lender whose Commitment has been terminated but who was not replaced by another Lender or other financial institution at the time of such termination, as adjusted to reflect any pro rata decrease in the Total Commitments pursuant to Section 2.17 hereof which occurred after such termination.  Any such requested increase shall be first made to all existing Lenders on a pro rata basis.  At the time of sending such request, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).     Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its pro rata share of such requested increase.  Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.  To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable efforts to arrange for other Persons to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrowers, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, the Lead Issuing Bank and the Lead Borrower (which approval shall not be unreasonably withheld or delayed), and (iii) each Commitment Increase shall be in integral multiples of $1,000,000.00, provided that without the consent of the Administrative Agent (in consultation with the Lead Borrower), at no time shall the Commitment of any Additional Commitment Lender which is not an existing Lender be less than $10,000,000.00.


 


(b) No Commitment Increase shall become effective unless and until each of the following conditions have been satisfied:


 


(i) If an Additional Commitment Lender is not an existing Lender, the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require;


 


(ii) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree;


 


(iii) The Borrowers shall have paid such arrangement fees to the Administrative Agent or its Affiliates as the Lead Borrower and the Administrative Agent may agree;


 


(iv) The Borrowers shall deliver to the Administrative Agent and the Lenders certificates of the Secretary or Assistant Secretary of each Borrower attaching a true, complete and correct copy of the resolutions of such Borrower authorizing the borrowing under the Commitment Increase and certifying that such resolution is in full force and effect, it being understood and agreed that such resolutions may be adopted at any time and provide for borrowings under Commitment Increases from time to time requested;


 


(v) A Note will be issued at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of Section 2.9 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; and


 


(vi) The Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested, including, without limitation, in the case of an Additional Commitment Lender which is a Foreign Lender, such documents as are set forth in Section 2.28 hereof to evidence an exemption form withholding tax with respect to payments made to such Additional Commitment Lender.


 


(c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action,  to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments (including, without limitation, Section 2.1(a)(i)).


 


(d) In connection with Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Total Commitments pursuant to this Section 2.2), and (ii) the Borrowers shall pay to the Lenders any Breakage Costs in connection with any repayment and/or Loans required pursuant to preceding clause (i).  Without limiting the Obligations of the Borrowers provided for in this Section 2.2, the Administrative Agent and the Lenders agree that they will use their best efforts to attempt to minimize any Breakage Costs which the Borrowers would otherwise incur in connection with the implementation of an increase in the Total Commitments.


 


2.3 Changes to Reserves. The Administrative Agent may hereafter, establish additional Reserves or change any of the foregoing Reserves, in the exercise of Permitted Discretion of the Administrative Agent upon two (2) Business Days’ prior notice to the Lead Borrower, (during which period the Administrative Agent shall be available to discuss any such proposed Reserve with the Borrowers); provided that no such prior notice shall be required for  (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized, or (2) changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that the Lenders would be materially and adversely affected were such Reserve not changed or established prior to the expiration of such two (2) Business Day period.


 


2.4 ­Making of Loans. (a) .  (a)           Except as set forth in Sections 2.18 and 2.26, Loans (other than Swingline Loans) by the Lenders shall be either Prime Rate Loans or LIBO Loans as the Lead Borrower on behalf of the Borrowers may request subject to and in accordance with this Section 2.4, provided that all Swingline Loans shall be only Prime Rate Loans. All Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, be Loans of the same Type. Each Lender may fulfill its Commitment with respect to any Loan by causing any lending office of such Lender to make such Loan; but any such use of a lending office shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of the applicable Note.  Each Lender shall, subject to its overall policy considerations, use reasonable efforts (but shall not be obligated) to select a lending office (or transfer its Loans to another lending office) which will not result in the payment of increased costs by the Borrowers pursuant to Section 2.25.  Subject to the other provisions of this Section 2.4 and the provisions of Section 2.26, Borrowings of Loans of more than one Type may be incurred at the same time, but no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time.


 


(b) The Lead Borrower shall give the Administrative Agent (i) in the case of each LIBO Borrowing, at least three (3) Business Days’, and (ii) in the case of each Borrowing of Prime Rate Loans on the date of the requested Borrowing, prior irrevocable written notice of borrowing (which may be by electronic transmission) delivered to the Administrative Agent in the form attached hereto as Exhibit F  Any such notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon., Boston time, on the third Business Day in the case of LIBO Loans prior to the date, and on the same Business Day in the case of Prime Rate Loans, on which such Borrowing is to be made. Such notice shall be irrevocable and shall specify the amount of the proposed Borrowing (which shall be in an integral multiple of $1,000,000, but not less than $5,000,000 in the case of LIBO Loans) and the date thereof (which shall be a Business Day).  Unless otherwise directed in such notice and so long as no Cash Dominion Event has occurred and is continuing, the proceeds of Loans shall be credited to Account No. 5045183372 maintained by the Borrowers with Bank of America.  Such notice shall specify whether the Borrowing then being requested is to be a Borrowing of Prime Rate Loans or LIBO Loans and, if LIBO Loans, the Interest Period with respect thereto. If no election of Interest Period is specified in any such notice for a Borrowing of LIBO Loans, such notice shall be deemed a request for an Interest Period of one month. If no election is made as to the Type of Loan, such notice shall be deemed a request for a Borrowing of Prime Rate Loans. The Administrative Agent shall promptly notify each Lender of its proportionate share of such Borrowing, the date of such Borrowing, the Type of Borrowing being requested and the Interest Period or Interest Periods applicable thereto, as appropriate. On the borrowing date specified in such notice, each Lender shall make its share of the Borrowing available at the office of the Administrative Agent at 100 Federal Street, Boston, Massachusetts 02110, no later than 3:00 p.m., Boston time, in immediately available funds. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with this Section and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Admini­strative Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate or (ii) in the case of the Borrowers, the interest rate applicable to Prime Rate Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Upon receipt of the funds made available by the Lenders to fund any Borrowing hereunder, the Administrative Agent shall disburse such funds in the manner specified in the notice of borrowing delivered by the Lead Borrower and shall use reasonable efforts to make the funds so received from the Lenders available to the Borrowers no later than 3:00 p.m., Boston time.


 


(c) The Administrative Agent, without the request of the Lead Borrower, may, to the extent not timely paid, advance any interest, fee, service charge, or other payment to which any Agent or their Affiliates or any Lender is entitled from any Borrower pursuant hereto or any other Loan Document and may charge the same to the Loan Account notwithstanding that an Overadvance may result thereby.  The Administrative Agent shall advise the Lead Borrower in writing of any such advance or charge promptly after the making thereof. Such action on the part of the Administrative Agent shall not constitute a waiver of the Administrative Agent’s rights and each Borrower’s obligations under Section 2.4(a). Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.4(c) shall bear interest at the interest rate then and thereafter applicable to Prime Rate Loans.


 


2.5 Overadvances. The Agents and the Lenders have no obligation to make any Loan or to provide any Letter of Credit or Acceptance if an Overadvance would result. The Administrative Agent may, in its discretion, make Permitted Overadvances without the consent of the Lenders and each Lender shall be bound thereby.  Any Permitted Overadvances may constitute Swingline Loans.  The making of any Permitted Overadvance is for the benefit of the Borrowers; such Permitted Overadvances constitute Revolving Loans and Obligations. The making of any such Permitted Overadvances on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvances on any other occasion or to permit such Permitted Overadvances to remain outstanding.


 


2.6 Swingline Loans.


 


(a) The Swingline Lender is authorized by the Lenders and shall, subject to the provisions of this Section, make Swingline Loans up to $35,000,000 in the aggregate outstanding at any time (which requests for Borrowings of Swingline Loans shall be in minimum integrals of $500,000) consisting only of Prime Rate Loans, upon a notice of Borrowing received by the Administrative Agent and the Swingline Lender (which notice, at the Swingline Lender’s discretion, may be submitted prior to 1:00 p.m., Boston time, on the Business Day on which such Swingline Loan is requested). Swingline Loans shall be subject to periodic settlement with the Lenders under Section 2.8 below.


 


(b) Swingline Loans may be made only in the following circumstances: (A) for administrative convenience, the Swingline Lender shall, at the Lead Borrower’s request, make Swingline Loans in reliance upon the Borrowers’ actual or deemed representations under Section 4.2, that the applicable conditions for borrowing are satisfied or (B) for Permitted Overadvances.  If the conditions for borrowing under Section 4.2 cannot be fulfilled at the time of a requested Swingline Loan, the Lead Borrower shall give immediate notice thereof to the Administrative Agent and the Swingline Lender (a “Noncompliance Notice”), and the Administrative Agent shall promptly provide each Lender with a copy of the Noncompliance Notice. If the conditions for borrowing under Section 4.2 cannot be fulfilled, the Required Lenders may direct the Swingline Lender to, and the Swingline Lender thereupon shall, cease making Swingline Loans (other than Permitted Overadvances) until such conditions can be satisfied or are waived in accordance with Section 9.2. Unless the Required Lenders so direct the Swingline Lender, the Swingline Lender may, but is not obligated to, continue to make Swingline Loans beginning one Business Day after the Non-Compliance Notice is furnished to the Lenders. Notwithstanding the foregoing, no Swingline Loans shall be made pursuant to this subsection (b) (other than Permitted Overadvances) if the aggregate outstanding amount of the Credit Extensions would exceed the  lower of (i)(x) $380,000,000, or (y) such greater amount or lesser amount to which the Total Commitments have then been increased or decreased by the Borrowers pursuant to Sections 2.2 and/or 2.17 hereof, or (ii) the then amount of the Borrowing Base.


 


2.7 ­Letters of Credit and Acceptances.


 


(a) Letters of Credit Issued and Acceptances Created.


 


(i) Letters of Credit Issued and Acceptances Created by the Issuing Banks.  Subject to the terms and conditions of this Agreement, if requested by the Lead Borrower on behalf of the Borrowers, each Issuing Bank agrees to issue one or more Commercial Letters of Credit or Standby Letters of Credit and one or more Acceptances, in each case denominated in Dollars, Canadian Dollars or Euros (it being agreed and understood that an Acceptance may be rejected for payment by an Issuing Bank as an Acceptance Lender if it is not in compliance with any underlying application, agreement, or Letter of Credit relating thereto) for the account of any of the Borrowers (whether one or more) or in support of an obligation of any Loan Party or any of the Borrowers’ Subsidiaries which are not Loan Parties, in each case at any time and from time to time after the date hereof and prior to the Termination Date.


 


(ii) Intentionally Omitted.


 


(iii) In General.  No Letter of Credit or Acceptance shall be issued if after giving effect to such issuance (A) the aggregate Letter of Credit Outstandings shall exceed $100,000,000, (B) the aggregate Letter of Credit Outstandings with respect to Standby Letters of Credit shall exceed $50,000,000 or (C) the aggregate Credit Extensions would exceed the limitation set forth in Section 2.1(a)(i); and provided, further, that no Letter of Credit or Acceptance shall be issued if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Bank or Acceptance Lender from issuing such Letter of Credit or Acceptance, or any law applicable to such Issuing Bank or Acceptance Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank or Acceptance Lender shall prohibit, or request that such Issuing Bank or Acceptance Lender refrain from, the issuance of letters of credit or acceptances generally or such Letter of Credit or Acceptance in particular or shall impose upon such Issuing Bank or Acceptance Lender with respect to such Letter of Credit or Acceptance any restriction, reserve or capital requirement (for which such Issuing Bank or Acceptance Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank or Acceptance Lender any unreimbursed loss, cost or expense (for which such Issuing Bank or Acceptance Lender is not otherwise compensated hereunder) which was not applicable on the Closing Date and which such Issuing Bank or Acceptance Lender in good faith deems material to it, (ii) the issuance of such Letter of Credit or Acceptance would violate one or more policies of such Issuing Bank or Acceptance Lender applicable to letters of credit or acceptances generally, (iii) a default of any Lender’s obligations to fund hereunder exists or any Lender is at such time a Defaulting Lender hereunder, unless such Issuing Bank or Acceptance Lender has entered into arrangements satisfactory to such Issuing Bank or Acceptance Lender with the Borrowers or such Lender to eliminate such Issuing Bank’s or Acceptance Lender’s risk with respect to such Lender, or (iv) such Issuing Bank or Acceptance Lender shall have received notice from the Administrative Agent or the Required Lenders that the conditions to such issuance have not been met.  Each Issuing Bank and Acceptance Lender (other than the Lead Issuing Bank or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit and Acceptances issued on the prior Business Day by such Issuing Bank or Acceptance Lender, provided that (A) until the Administrative Agent advises any such Issuing Bank or Acceptance Lender that the provisions of Section 4.02 are not satisfied, or (B) the aggregate amount of the Letters of Credit and Acceptances issued in any such week exceeds such amount as shall be agreed by the Administrative Agent and such Issuing Bank or Acceptance Lender, such Issuing Bank or Acceptance Lender shall be required to so notify the Administrative Agent in writing only once each week of the Letters of Credit and Acceptances issued by such Issuing Bank or Acceptance Lender during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as the Administrative Agent and such Issuing Bank or Acceptance Lender may agree.


 


(b) Each Standby Letter of Credit shall expire no later than the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is ten (10) Business Days prior to the Maturity Date, provided that upon the request of the applicable Borrower and subject to the other requirements of this Section, the Leading Issuing Bank shall, and each other applicable Issuing Bank may, in its sole and absolute discretion, agree to issue one or more Standby Letters of Credit that have automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued.  Unless otherwise directed by the applicable Issuing Bank, the Lead Borrower shall not be required to make a specific request to such Issuing Bank for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Standby Letter of Credit at any time to an expiry date not later than the date that is ten (10) Business Days prior to the Maturity Date; provided, however, that such Issuing Bank shall not permit any such extension if (A) the applicable Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Standby Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Lead Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension.


 


(c) Each Commercial Letter of Credit shall expire no later than the close of business on the earlier of (i) the date 180 days after the date of the issuance of such Commercial Letter of Credit and (ii) the date that is ten (10) Business Days prior to the Maturity Date; provided that the applicable Borrower may request that the applicable Issuing Bank issue a Commercial Letter of Credit with an expiration date after the Maturity Date, provided further that with respect to any such Commercial Letter of Credit, the Borrowers shall deposit in the Cash Collateral Account an amount in cash equal to 105% of each such Letter of Credit Outstandings thirty (30) days prior to the Maturity Date.


 


(d) Each Acceptance shall expire no later than the close of business on the earlier of (i) the date 180 days after the date of the issuance of such Acceptance and (ii) the date that is five (5) Business Days prior to the Maturity Date; provided that the applicable Borrower may request that the applicable Acceptance Lender issue an Acceptance with an expiration date after the Maturity Date, provided further that with respect to any such Acceptance, the Borrowers shall deposit in the Cash Collateral Account an amount in cash equal to 105% of each such Acceptance Letter of Credit Outstandings thirty (30) days prior to the Maturity Date.


 


(e) Drafts drawn under any Letter of Credit or Acceptance shall be reimbursed by the Borrowers by paying to the Administrative Agent an amount equal to such drawing (together with interest as provided in Section 2.7(g)) not later than 1:00 p.m., Boston time, on the Business Day immediately following the day that the Lead Borrower receives notice of such drawing, provided that the Lead Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.4 that such payment be financed with a Revolving Loan consisting of a Prime Rate Loan, or a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Prime Rate Loan or Swingline Loan. The applicable Issuing Bank or Acceptance Lender, as applicable, shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit or an Acceptance. The applicable Issuing Bank or Acceptance Lender, as applicable, shall promptly notify the Administrative Agent and the Lead Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank or Acceptance Lender, as applicable, has made or will make payment thereunder, provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse such Issuing Bank or Acceptance Lender and the Lenders with respect to any such payment.


 


(f) If an Issuing Bank shall make any L/C Disbursement or an Acceptance Lender shall make any disbursement pursuant to an Acceptance, then, unless the Borrowers shall reimburse such Issuing Bank or Acceptance Lender, as applicable, in full on the date such payment is made, the unpaid amount thereof shall bear interest, for each day from the including the date such payment is made to but excluding the date that the Borrowers reimburse such Issuing Bank or Acceptance Lender, as applicable, therefor, at the rate per annum then applicable to Prime Rate Loans, provided that if the Borrowers fail to reimburse such Issuing Bank or Acceptance Lender, as applicable, when due pursuant to paragraph (e) of this Section, then Section 2.11 shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank or Acceptance Lender, as applicable, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (h) of this Section to reimburse such Issuing Bank or Acceptance Lender, as applicable, shall be for the account of such Lender to the extent of such payment.


 


(g) Immediately upon the issuance of any Letter of Credit by an Issuing Bank (or the amendment of a Letter of Credit increasing the amount thereof) or the issuance of any Acceptance by an Acceptance Lender (or the amendment of an Acceptance increasing the amount thereof), and without any further action on the part of such Issuing Bank or Acceptance Lender, such Issuing Bank or Acceptance Lender, as applicable, shall be deemed to have sold to each Lender, and each such Lender shall be deemed unconditionally and irrevocably to have purchased from such Issuing Bank or Acceptance Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Commitment Percentage, in such Letter of Credit or Acceptance, each drawing thereunder and the obligations of the Borrowers under this Agreement and the other Loan Documents with respect thereto. Upon any change in the Commitments pursuant to Section 2.2, 2.17, and/or 9.5, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Commitment Percentages of the assigning and assignee Lenders and any Additional Commitment Lender.   Any action taken or omitted by such Issuing Bank or Acceptance Lender under or in connection with a Letter of Credit or Acceptance, if taken or omitted in the absence of gross negligence, bad faith or willful misconduct, shall not create for such Issuing Bank or Acceptance Lender, as applicable, any resulting liability to any Lender.


 


(h) In the event that an Issuing Bank makes any L/C Disbursement or an Acceptance Lender makes any disbursement pursuant to an Acceptance, and the Borrowers shall not have reimbursed such amount in full to such Issuing Bank or Acceptance Lender, as applicable, pursuant to Section 2.7(e), such Issuing Bank or Acceptance Lender, as applicable, shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuing Bank or Acceptance Lender, as applicable, the amount of such Lender’s Commitment Percentage of such unreimbursed payment and in same day funds. If such Issuing Bank or Acceptance Lender, as applicable, so notifies the Administrative Agent, and the Administrative Agent so notifies the Lenders prior to 12:00 noon, Boston time, on any Business Day, each such Lender shall make available to such Issuing Bank or Acceptance Lender, as applicable, such Lender’s Commitment Percentage of the amount of such payment on such Business Day in same day funds (or if such notice is received by the Lenders after 12:00 noon., Boston time on the day of receipt, payment shall be made on the immediately following Business Day).  If and to the extent such Lender shall not have so made its Commitment Percentage of the amount of such payment available to such Issuing Bank or Acceptance Lender, as applicable, such Lender agrees to pay to such Issuing Bank or Acceptance Lender, as applicable, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuing Bank or Acceptance Lender, as applicable, at the Federal Funds Effective Rate. Each Lender agrees to fund its Commitment Percentage of such unreimbursed payment notwithstanding a failure to satisfy any applicable lending conditions or the provisions of Sections 2.1 or 2.7, or the occurrence of the Termination Date. The failure of any Lender to make available to such Issuing Bank or Acceptance Lender, as applicable, its Commitment Percentage of any payment under any Letter of Credit or Acceptance shall neither relieve any Lender of its obligation hereunder to make available to such Issuing Bank or Acceptance Lender, as applicable, its Commitment Percentage of any payment under any Letter of Credit or Acceptance on the date required, as specified above, nor increase the obligation of such other Lender. Whenever any Lender has made payments to an applicable Issuing Bank or Acceptance Lender, as applicable, in respect of any reimbursement obligation for any Letter of Credit or Acceptance, such Lender shall be entitled to share ratably, based on its Commitment Percentage, in all payments and collections thereafter received on account of such reimbursement obligation.


 


(i) Whenever the Borrowers desire that an Issuing Bank issue a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit) or that an Acceptance Lender issue an Acceptance (or the amendment, renewal or extension of an outstanding Acceptance), the Lead Borrower shall give to such Issuing Bank or Acceptance Lender, as applicable, and the Administrative Agent at least three (3) Business Days’ prior written (including telegraphic, telex, facsimile or cable communication) notice (or such shorter period as may be agreed upon in writing by such Issuing Bank or Acceptance Lender, as applicable and Lead Borrower) specifying the date on which the proposed Letter of Credit or Acceptance is to be issued, amended, renewed or extended (which shall be a Business Day), the stated amount of the Letter of Credit or Acceptance so requested, the expiration date of such Letter of Credit or Acceptance, the name and address of the beneficiary thereof, and the provisions thereof. If requested by such Issuing Bank or Acceptance Lender, as applicable, the Borrowers shall also submit a letter of credit application on such Issuing Bank’s or Acceptance Lender’s, as applicable, standard form in connection with any request for the issuance, amendment, renewal or extension of a Letter of Credit or Acceptance.


 


(j) The obligations of the Borrowers to reimburse the applicable Issuing Bank for any L/C Disbursement and the applicable Acceptance Lender for any disbursement pursuant to an Acceptance shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation: (i) any lack of validity or enforceability of any Letter of Credit or Acceptance; (ii) the existence of any claim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary of any Letter of Credit or Acceptance or against such Issuing Bank or Acceptance Lender, as applicable, or any of the Lenders, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under any Letter of Credit or Acceptance proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by such Issuing Bank or Acceptance Lender, as applicable, of any Letter of Credit or Acceptance against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit or Acceptance; (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder; or (vi) the fact that any Event of Default shall have occurred and be continuing. None of the Administra­tive Agent, the Lenders, the Issuing Banks, the Acceptance Lenders or any of their Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or Acceptance or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or Acceptance (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Bank or Acceptance Lender, provided that the foregoing shall not be construed to excuse such Issuing Bank or Acceptance Lender, as applicable, from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by Applicable Law) suffered by the Borrowers that are caused by such Issuing Bank’s or Acceptance Lender’s, as applicable, failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit or Acceptance comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of any Issuing Bank or Acceptance Lender, as applicable (as finally determined by a court of competent jurisdiction), such Issuing Bank or Acceptance Lender, as applicable, shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in compliance with the terms of a Letter of Credit or Acceptance, the applicable Issuing Bank or Acceptance Lender, as applicable, may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit or Acceptance.


 


(k) If any Event of Default shall occur and be continuing, on the Business Day that the Lead Borrower receives notice from the Administra­tive Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in the Cash Collateral Account an amount in cash equal to 105% of the Letter of Credit Outstandings as of such date plus any accrued and unpaid interest thereon. Each such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the Obligations of the Borrowers under this Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such Cash Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Collateral Agent at the request of the Lead Borrower and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such Cash Collateral Account shall be applied by the Collateral Agent to reimburse the applicable Issuing Bank for payments on account of drawings under Letters of Credit for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the Letter of Credit Outstandings at such time or, if the Loans have matured or the maturity of the Loans has been accelerated, be applied to satisfy other Obligations of the Borrowers under this Agreement.


 


(l) The Borrowers, the Administrative Agent and the Lenders agree that the Existing Letters of Credit shall be deemed Letters of Credit hereunder as if issued by an Issuing Bank, and the Existing Acceptances shall be deemed Acceptances hereunder as if issued by an Acceptance Lender.


 


(m) For purposes of calculating the outstanding Credit Extensions, the Administrative Agent shall, monthly or more frequently in the Administrative Agent’s sole discretion, make the necessary exchange rate calculations for any Letters of Credit denominated in currency other than Dollars, to determine whether any such excess exists on such date.


 


(n) All reimbursements to be made by the Loan Parties with respect to Letters of Credit shall be made in Dollars or in such other currency as the Letter of Credit is denominated.  All participations in Letters of Credit by the Lenders shall be made in such currency as the Letter of Credit is denominated or in the Dollar Equivalent thereof.


 


2.8 ­Settlements Amongst Lenders.   (a)           The Swingline Lender may, at any time, and shall, not less frequently than weekly, on behalf of the Borrowers (which hereby authorize the Swingline Lender to act in their behalf in that regard) request the Administrative Agent to cause the Lenders to make a Revolving Loan (which shall be a Prime Rate Loan) in an amount equal to such Lender’s Commitment Percentage of the outstanding amount of Swingline Loans made in accordance with Section 2.6, which request may be made regardless of whether the conditions set forth in Section 4 have been satisfied. Upon such request, each Lender shall make available to the Administrative Agent the proceeds of such Revolving Loan for the account of the Swingline Lender. If the Swingline Lender requires a Revolving Loan to be made by the Lenders and the request therefor is received at or prior to 1:00 p.m., Boston time, on a Business Day, such transfers shall be made in immediately available funds no later than 3:00 p.m., Boston time, that day; and, if the request therefor is received after 1:00 p.m., Boston time, then no later than 3:00 p.m., Boston time, on the next Business Day. The obligation of each Lender to transfer such funds is irrevocable, unconditional and without recourse to or warranty by the Administrative Agent or the Swingline Lender. If and to the extent any Lender shall not have so made its transfer to the Administrative Agent, such Lender agrees to pay to the Administrative Agent, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent at the Federal Funds Effective Rate.


 


(b) The amount of each Lender’s Commitment Percentage of outstanding Revolving Loans (and Swingline Loans) shall be computed weekly (or more frequently in the Administrative Agent’s discretion) and shall be adjusted upward or downward based on all Revolving Loans and repayments of Revolving Loans and Swingline Loans received by the Administrative Agent as of 3:00 p.m., Boston time, on the first Business Day following the end of the period specified by the Administrative Agent (such date, the “Settlement Date”).


 


(c) The Administrative Agent shall deliver to each of the Lenders promptly after the Settlement Date a summary statement of the amount of outstanding Revolving Loans and Swingline Loans for the period and the amount of repayments received for the period. As reflected on the summary statement: each Lender shall transfer to the Administrative Agent (as provided below), or the Administrative Agent shall transfer to each Lender, such amounts as are necessary to insure that, after giving effect to all such transfers, the amount of Revolving Loans made by each Lender shall be equal to such Lender’s applicable Commitment Percentage of Revolving Loans outstanding as of such Settlement Date. If the summary statement requires transfers to be made to the Administrative Agent by the Lenders and is received at or prior to 1:00 p.m., Boston time, on a Business Day, such transfers shall be made in immediately available funds no later than 3:00 p.m., Boston time, that day; and, if received after 1:00 p.m., Boston time, then no later than 3:00 p.m., Boston time, on the next Business Day. The obligation of each Lender to transfer such funds is irrevocable, unconditional and without recourse to or warranty by the Administrative Agent. If and to the extent any Lender shall not have so made its transfer to the Administrative Agent, such Lender agrees to pay to the Administrative Agent, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent at the Federal Funds Effective Rate.


 


2.9 ­Notes; Repayment of Loans.   To the extent requested by a Lender, the Loans made by such Lender shall be evidenced by a Note duly executed on behalf of the Borrowers, dated the Closing Date, in substantially the form attached hereto as Exhibit B, payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment.


 


(b) Each Lender is hereby authorized by the Borrower to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of the Borrowers to repay the Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes.


 


(c) Upon receipt of an affidavit of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and an indemnity in form and substance reasonably satisfactory to the Lead Borrower, and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor.


 


2.10 ­Interest on Loans.      (a)      Subject to Section 2.11, each Prime Rate Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as applicable) at a rate per annum that shall be equal to the then Prime Rate, plus the Applicable Margin for Prime Rate Loans.


 


(b) Subject to Section 2.11, each LIBO Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as applicable) at a rate per annum equal, during each Interest Period applicable thereto, to the Adjusted LIBO Rate for such Interest Period, plus the Applicable Margin for LIBO Loans.


 


(c) Accrued interest on all Loans shall be payable in arrears on each Interest Payment Date applicable thereto, on the Termination Date, after the Termination Date on demand and (with respect to LIBO Loans) upon any repayment or prepayment thereof (on the amount prepaid).


 


2.11 ­Default Interest.  Effective upon the occurrence of any Event of Default and at all times thereafter while such Event of Default is continuing, at the option of the Administrative Agent or upon the direction of the Required Lenders, interest shall accrue on all outstanding Loans (including Swingline Loans) (after as well as before judgment, as and to the extent permitted by law) at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as applicable) equal to the rate (including the Applicable Margin for Loans) in effect from time to time plus 2.00% per annum, and such interest shall be payable on demand.


 


2.12 ­Certain Fees.  The Borrowers shall pay to the Administrative Agent, for the account of the Administrative Agent, the fees set forth in the Fee Letter as and when payment of such fees is due as therein set forth.


 


2.13 Commitment Fee.  The Borrowers shall pay to the Administrative Agent for the account of the Lenders, a commitment fee (the “Commitment Fee”) equal to the Applicable Commitment Fee Percentage (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as applicable), multiplied by the average daily balance of the Unused Commitment for each day commencing on and including the Closing Date and ending on but excluding the Termination Date.


 


The Commitment Fee so accrued in any calendar quarter shall be payable on or prior to the fifteenth day of each January, April, July, and October, in arrears, commencing April 15, 2009, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date.  The Administrative Agent shall pay the Commitment Fee to the Lenders based upon their Commitment Percentages.


 


2.14 ­Letter of Credit Fees .  (a)           The Borrowers shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Percentages, on the fifteenth day of each January, April, July and October, in arrears, a fee (each, a “Letter of Credit Fee”) equal to the following per annum percentages multiplied by the face amount of each of the following categories of Letters of Credit outstanding during the subject quarter:


 


(i) Each Standby Letter of Credit:  At the then Applicable Margin per annum for LIBO Loans.


 


(ii) Each Commercial Letter of Credit:  At the then Applicable Commercial Letter of Credit Fee.


 


(iii) After the occurrence and during the continuance of an Event of Default, at the option of the Administrative Agent or upon the direction of the Required Lenders, the Letter of Credit Fees set forth in clauses (i) and (ii) above, shall be increased by an amount equal to two percent (2%) per annum.


 


(b) The Borrowers shall pay to the applicable Issuing Bank for its own account a fronting fee (the “Fronting Fee”) with respect to each Letter of Credit issued by it, at a rate equal to 0.125% per cent per annum, computed on the amount of such Letter of Credit, and payable on the fifteenth day of each January, April, July and October, in arrears.  In addition, the Borrowers shall pay to the applicable Issuing Bank, in addition to the Letter of Credit Fees otherwise provided for hereunder, fees and charges in connection with the issuance, negotiation, settlement, amendment and processing of each Letter of Credit issued by such Issuing Bank in the amounts as such Issuing Bank and the Lead Borrower may agree.


 


(c) All Letter of Credit Fees shall be computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as applicable.


 


2.15 Acceptance Fee.  Subject to Section 9.14, the Borrowers agree to pay to the Administrative Agent, for the account of the Lenders, in accordance with their respective Commitment Percentages, for each Acceptance, a fee (the “Acceptance Fee”) equal to the Acceptance Fee Percentage, multiplied by the face amount of each Acceptance, plus all reasonable out-of-pocket costs, fees, and expenses incurred by the applicable Acceptance Lender in connection with the application for, processing of, issuance of, or amendment to any Acceptance.  The Acceptance Fee shall be payable in arrears on the fifteenth day of each January, April, July, and October and on the Termination Date for any three (3) month period, or shorter period if calculated for the period beginning on the Closing Date or for such period ending on the Termination Date, in which an Acceptance was issued and/or in which an Acceptance remained outstanding.  After the occurrence and during the continuance of an Event of Default, at the option of the Administrative Agent or upon the direction of the Required Lenders, the Acceptance Fee shall be increased by an amount equal to two percent (2%) per annum.  Subject to Section 9.14, the Acceptance Fee shall be computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as applicable.  In addition, the Borrowers shall pay to the Acceptance Lender for its own account a fronting fee with respect to each Acceptance, at a rate equal to 0.125% per cent per annum, computed on the amount of such Acceptance, computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as applicable, and payable on the fifteenth day of each January, April, July and October, in arrears.


 


2.16 ­Nature of Fees.  All fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent, for the respective accounts of the Administrative Agent, the Issuing Banks, the Acceptance Lenders and the Lenders, as provided herein. All fees shall be fully earned on the date when due and shall not be refundable under any circumstances.


 


2.17 ­Termination or Reduction of Commitments.  Upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may at any time in whole permanently terminate the Total Commitments. In addition, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may at any time in part permanently reduce the Total Commitments. Each such reduction shall be in the principal amount of $5,000,000 or any multiple of $5,000,000; provided that the Borrowers shall not terminate or reduce (A) the Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Credit Extensions outstanding would exceed the Total Commitments, (B) the sublimit for Letters of Credit set forth in Section 2.1(a)(ii) if, after giving effect thereto, the Letter of Credit Oustandings not fully cash collateralized hereunder would exceed such sublimit, and (C) the sublimit for Swingline Loans set forth in Section 2.6(a) hereof if, after giving effect thereto, and to any concurrent payments hereunder, the outstanding amount of Swingline Loans hereunder would exceed such sublimit. If, after giving effect to any reduction of the Total Commitments, the sublimit for Letters of Credit set forth in Section 2.1(a)(ii) hereof or the sublimit for Swingline Loans set forth in Section 2.6(a) hereof exceeds the amount of the Total Commitments, such sublimits shall be automatically reduced by the amount of such excess.  Each such reduction or termination shall (i) be applied ratably to the Commitment of each Lender and (ii) be irrevocable when given. At the effective time of each such reduction or termination, the Borrowers shall pay to the Administrative Agent for application as provided herein (i) all Commitment Fees accrued on the amount of the Total Commitments so terminated or reduced through the date thereof, (ii) any amount by which the Credit Extensions outstanding on such date exceed the amount to which the Total Commitments are to be reduced effective on such date, in each case pro rata based on the amount prepaid, and (iii) any Breakage Costs, if applicable.


 


2.18 ­Alternate Rate of Interest.  If prior to the commence­ment of any Interest Period for a LIBO Borrowing:


 


(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or


 


(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;


 


then the Administrative Agent shall give notice thereof to the Lead Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter (but in any event, within two (2) Business Days) and, until the Administrative Agent notifies the Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Borrowing Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBO Borrowing shall be ineffective and (ii) if any Borrowing Request requests a LIBO Borrowing, such Borrowing shall be made as a Borrowing of Prime Rate Loans.


 


2.19 ­Conversion and Continuation of Loans.  The Lead Borrower on behalf of the Borrowers shall have the right at any time,


 


(a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of  Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, or (y) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period,


 


(b) on one Business Day’s irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 12:00 noon, Boston time, on the date of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of  Prime Rate Loans,


 


subject to the following:


 


(i) without the consent of the Required Lenders, no Borrowing of Loans may be converted into, or continued as, LIBO Loans at any time when an Event of Default has occurred and is continuing;


 


(ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion;


 


(iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $1,000,000 and at least $5,000,000;


 


(iv) each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Prime Rate Loan, as the case may be, to its Loan being so converted;


 


(v) the Interest Period with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be;


 


(vi) a Borrowing of LIBO Loans may be converted only on the last day of an Interest Period applicable thereto;


 


(vii) each request for a conversion or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and


 


(viii) no more than fifteen (15) Borrowings of LIBO Loans may be outstanding at any time.


 


If the Lead Borrower does not give notice to convert any Borrowing of Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.


 


2.20 ­Mandatory Prepayment; Cash Collateral; Commitment Termination.  The outstanding Obligations shall be subject to mandatory prepayment as follows:


 


(a) If at any time the amount of the Credit Extensions exceeds the lower of (i) the then amount of the Total Commitments, and (ii) the then amount of the Borrowing Base, the Borrowers will immediately upon notice from the Administrative Agent (which may be given by the Administrative Agent in its discretion and shall be given by the Administrative Agent upon the request of the Required Lenders) (A) prepay the Loans in an amount necessary to eliminate such excess, and (B) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 105% of the Letter of Credit Outstandings.  Without in any way limiting the foregoing, the Administrative Agent shall, weekly or more frequently in the Administrative Agent’s Permitted Discretion, make the necessary exchange rate calculations with respect to Letters of Credit denominated in a currency other than Dollars, to determine whether any excess exists on such date.


 


(b) To the extent required pursuant to Section 2.23, the Revolving Loans shall be repaid daily in accordance with the provisions of said Section 2.23.


 


(c) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this Section 2.20 other than on the last day of an Interest Period applicable thereto, unless the Borrowers reimburse the Lenders for all Breakage Costs associated therewith in accordance with Section 2.21(b) below. In order to avoid such Breakage Costs, as long as no Event of Default has occurred and is continuing, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor and such LIBO Loans shall continue to bear interest at the rate set forth in Section 2.10 until the amounts in the Cash Collateral Account have been so applied (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000 (unless all such outstanding LIBO Loans are being prepaid in full). Any prepayment of the Revolving Loans shall not permanently reduce the Commitments.


 


(d) All amounts required to be applied to all Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage.


 


(e) Upon the Termination Date, the Commitments and the credit facility provided hereunder shall be terminated in full and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations then due, and shall fully cash collateralize or replace all Letters of Credit and Acceptances and reimburse all L/C Disbursements and shall provide collateral security to the extent required by Section 9.6 hereof.


 


2.21 ­Optional Prepayment of Loans; Reimbursement of Lenders.  (a)           The Borrowers shall have the right at any time and from time to time to prepay outstanding Loans in whole or in part, (x) with respect to LIBO Loans, upon at least two Business Days’ prior written, telex or facsimile notice to the Administrative Agent prior to 12:00 noon, Boston time, and (y) with respect to Prime Rate Loans, upon written, telex or facsimile notice to the Administrative Agent prior to 12:00 noon, Boston time, on the date of prepayment, subject to the following limitations:


 


(i) All prepayments under Section 2.20 and this Section 2.21 shall be paid to the Administrative Agent for application, first, to the prepayment of outstanding Swingline Loans, second, to the prepayment of other outstanding Loans ratably in accordance with each Lender’s Commitment Percentage, and third, to the funding of a cash collateral deposit in the Cash Collateral Account in an amount equal to 105% of all Letter of Credit Outstandings to the extent required by this Agreement.


 


(ii) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this Section 2.21 other than on the last day of an Interest Period applicable thereto, unless the Borrowers reimburse the Lenders for all Breakage Costs associated therewith in accordance with Section 2.21(b) below. No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000 (unless all such outstanding LIBO Loans are being prepaid in full).


 


(iii) Each notice of prepayment shall specify the prepayment date, the principal amount and Type of the Loans to be prepaid and, in the case of LIBO Loans, the Borrowing or Borrowings pursuant to which such Loans were made. Each notice of prepayment shall be irrevocable and shall commit the Borrowers to prepay such Loan by the amount and on the date stated therein. The Administrative Agent shall, promptly after receiving notice from the Lead Borrower hereunder, notify each Lender of the principal amount and Type of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment.


 


(b) The Borrowers shall reimburse each Lender for any loss incurred or to be incurred by it in the reemployment of the funds released resulting from (i) any prepayment (for any reason whatsoever, including, without limitation, conversion to Prime Rate Loans or acceleration by virtue of, and after, the occurrence of an Event of Default) of any LIBO Loan required or permitted under this Agreement, if such Loan is prepaid other than on the last day of the Interest Period for such Loan, (ii) the failure of a Borrower to borrow a LIBO Loan for any reason on the first day of the applicable Interest Period after the Lead Borrower delivers a notice of borrowing under Section 2.4 in respect thereof, or (iii) the failure of the Borrowers to prepay any Loan on the date specified in any prepayment notice delivered pursuant to Section 2.21(a). Such loss shall be the amount as reasonably determined by such Lender as the excess, if any, of (A) the amount of interest which would have accrued to such Lender on the amount so paid or not borrowed at a rate of interest equal to the Adjusted LIBO Rate  for such Loan, for the period from the date of such payment or failure to borrow to the last day (x) in the case of a payment or refinancing of a LIBO Loan other than on the last day of the Interest Period for such Loan, of the then current Interest Period for such Loan or (y) in the case of such failure to borrow, of the Interest Period for such LIBO Loan which would have commenced on the date of such failure to borrow, over (B) the amount of interest which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market (collectively, “Breakage Costs”). Any Lender demanding reimbursement for such loss shall deliver to the Lead Borrower from time to time one or more certificates setting forth the amount of such loss as determined by such Lender and setting forth in reasonable detail the manner in which such amount was determined.  A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be presumptively correct absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt of such certificate; provided, however, that if any Breakage Costs are incurred as a result of repayment of Loans on the Maturity Date or the refinancing of this credit facility and so long as the amount of such Breakage Costs is included as part of the payoff amount set forth in the relevant payoff letter and the relevant Lender has delivered the certificate required hereby, payment of such Breakage Costs shall be made on the date of such termination or the Maturity Date, as applicable.


 


(c) Intentionally Omitted.


 


(d) Whenever any partial prepayment of Loans are to be applied to LIBO Loans, such LIBO Loans shall be prepaid in the chronological order of their Interest Payment Dates.


 


2.22 ­Maintenance of Loan Account; Statements of Account . (a)           The Administrative Agent shall maintain an account on its books in the name of the Borrowers (the “Loan Account”) which will reflect (i) all Loans and other advances made by the Lenders to the Borrowers or for the Borrowers’ account, (ii) all L/C Disbursements, fees and interest that have become payable as herein set forth, and (iii) any and all other monetary Obligations that have become payable.


 


(b) The Loan Account will be credited with all amounts received by the Administrative Agent from the Borrowers or otherwise for the Borrowers’ account, including all amounts received in the Concentration Account from the Blocked Account Banks, and the amounts so credited shall be applied as set forth in Section 2.24(a).


 


(c) After the end of each month, (i) each Lender shall furnish a written statement to the Administrative Agent and the Lead Borrower setting forth the amount of obligations due to such Lender or its Affiliate (other than customary fees and expenses charged in the ordinary course) on account of Bank Products and Cash Management Services as of such month end, and (ii) the Administrative Agent shall send to the Lead Borrower a statement accounting for the charges, loans, advances and other transactions occurring among and between the Administrative Agent, the Lenders and the Borrowers during that month (other than on account of Bank Products and Cash Management Services). The monthly statements shall, absent manifest error, be an account stated, which is presumptively correct unless the Lead Borrower provides the Administrative Agent with a written objection to any such statement within twenty (20) days of receipt of such statement, which written objection shall state with particularity the reason for such objection.


 


2.23 ­Cash Receipts.  (a)           The Collateral Agent shall maintain account number 5045183372 at Bank of America (the “Concentration Account”).  Subject to the rights of the Loan Parties set forth below during any period during which no Cash Dominion Event has occurred and is continuing, the Concentration Account is and shall remain, under the sole dominion and control of the Collateral Agent.  The Loan Parties may maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Loan Parties for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder.


 


(b) All cash receipts and other proceeds from the sale or disposition of any Collateral relating to the Loan Parties’ operations in the United States of America or Canada, as applicable, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, “Cash Receipts”) shall be deposited into one or more DDAs established for the account of the applicable Loan Party in the United States of America or Canada, as applicable.  Notwithstanding the foregoing, Cash Receipts from the Loan Parties’ wholesale operations in the United States of America or Canada, as applicable (whether received in a lockbox or otherwise) shall, promptly on receipt, be deposited directly in or transferred by ACH or wire transfer to the Concentration Account or a Blocked Account.


 


(c) So long as no Cash Dominion Event has occurred and is continuing:


 


(i) the Loan Parties may direct, and shall have sole control over, the manner of disposition of its funds in the DDA Accounts, the Blocked Accounts, the Concentration Account and each Disbursement Account and may close or change the services provided in respect of DDA Accounts, Blocked Accounts and Disbursement Accounts, provided that in the case of a closure of a Blocked Account, the funds on deposit therein shall be transferred to another Blocked Account or the Concentration Account; and


 


(ii) the Loan Parties shall cause the ACH or wire transfer of all available and collected Cash Receipts in each such DDA to a Blocked Account or the Concentration Account not less frequently than each Business Day (or with respect to the Loan Parties situated in Canada, not less frequently than twice each week), provided that (A) to the extent that on any Business Day technical problems prevent any such ACH or wire, such funds shall be transferred on the next following Business Day on which technical problems do not prevent such transfer and (B) notwithstanding the foregoing, the Loan Parties need not cause the ACH or wire transfer from a DDA to a Blocked Account or the Concentration Account such reasonable amount (based upon prior business practices of the Borrowers but in no event to exceed $50,000.00 (or such higher amount as the Administrative Agent in its Permitted Discretion determines) for any single DDA or $250,000.00 (or such higher amount as the Administrative Agent in its Permitted Discretion determines) in the aggregate for all DDAs as is necessary or appropriate to cover dishonored checks, credit card chargebacks, bank fees and similar charges, in each case in the ordinary course of business.


 


(d) After the occurrence and during the continuation of a Cash Dominion Event:


 


(i) at the request of Administrative Agent, the Loan Parties shall deliver to the Administrative Agent (A) a list of all present DDAs maintained by the Loan Parties, which list includes, with respect to each depository (1) the name and address of that depository; (2) the account number(s) maintained with such depository; and (3) to the extent known, a contact person at such depository (the “DDA List”), and (B) deliver to the Administrative Agent notifications (the “Credit Card Notifications”) substantially in the form of Exhibit G hereto (or such other form as may be reasonably satisfactory to the Administrative Agent) executed on behalf of the Loan Parties with each of the Loan Parties’ major credit card processors;


 


(ii) (x) no Borrower shall have any access to or right of withdrawal from the Concentration Account, (y) upon notice to a Blocked Account Bank, no Borrower shall have any access to or right of withdrawal from the Blocked Accounts maintained with such Blocked Account Bank, and (z) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations and shall be applied as provided in Section 2.24;


 


(iii) upon the Administrative Agent’s instruction, the Loan Parties shall cause the ACH or wire transfer to any Blocked Account or the Concentration Account (whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have been paid in full) of all available and collected Cash Receipts in each such DDA, provided that (i) the Administrative Agent shall not require more than one such transfer each day, (ii) to the extent that on any Business Day technical problems prevent any such ACH or wire, such funds shall be transferred on the next following Business Day on which technical problems do not prevent such transfer and (iii) notwithstanding the foregoing, (x) the Loan Parties need not cause the ACH or wire transfer from a DDA to a Blocked Account or the Concentration Account such reasonable amount (based upon prior business practices of the Borrowers but in no event to exceed $150,000.00 in the aggregate or such higher amount as the Administrative Agent in its Permitted Discretion determines) as is necessary or appropriate to cover dishonored checks, credit card chargebacks, bank fees and similar charges, in each case in the ordinary course of business; and (y) so long as the Obligations have not been accelerated, the Loan Parties shall not be required to transfer or cause the transfer of any funds on deposit in any Canadian Blocked Account to any United States Blocked Account or the Concentration Account; and


 


(iv) in the event that, notwithstanding the provisions of this Section 2.23, the Loan Parties receive or otherwise have dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Loan Parties for the Administrative Agent and shall not be commingled with any of the Loan Parties’ other funds or deposited in any account of any Loan Party other than as instructed by the Administrative Agent.


 


2.24 ­Application of Payments.  (a) Upon either (i) the occurrence of a Cash Dominion Event or (ii) the occurrence of an Event of Default and acceleration of the time for payment of the Obligations, all amounts received in the Concentration Account from any source, including the Blocked Account Banks, and other amounts received by the Administrative Agent, including, without limitation, all payments by the Borrowers and any proceeds realized from any Loan Party or on account of any Collateral shall be applied, on the day of receipt, in the following order: first, to pay fees and expense reimbursements and indemnification then due and payable to the Administrative Agent, the Issuing Banks, the Acceptance Lenders and the Collateral Agent (other than those relating solely to Bank Products and Cash Management Services); second, to pay interest then due and payable on Credit Extensions; third, to repay outstanding Swingline Loans; fourth, to repay other outstanding Revolving Loans that are Prime Rate Loans and all outstanding reimbursement obligations under Letters of Credit and Acceptances; fifth, to repay outstanding Revolving Loans that are LIBO Loans and all Breakage Costs due in respect of such repayment pursuant to Section 2.21(b) or, at the Lead Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then-pending Interest Period therefor; sixth, if an Event of Default then exists and is continuing, to fund a cash collateral deposit in the Cash Collateral Account in an amount equal to 105% of all Letter of Credit Outstandings; seventh, to pay all Obligations then due arising out of any Cash Management Services provided by any Lender or its Affiliate, and, in the event that the Obligations have been accelerated, to provide collateral security to the extent required by Section 9.6 hereof, and eighth, to pay all other Obligations that are then outstanding and then due and payable, including without limitation, all Obligations arising out of any Bank Products provided by any Lender or its Affiliate and, in the event that the Obligations have been accelerated, to provide collateral security to the extent required by Section 9.6 hereof.  If all amounts set forth in clauses first through and including eighth above are paid, any excess amounts shall be deposited in a separate cash collateral account, and shall promptly be released to the Borrowers upon the request of the Lead Borrower.


 


(b) All credits against the Obligations shall be effective on the day of receipt thereof, and shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrowers shall indemnify the Administrative Agent, the Collateral Agent, the Issuing Banks, the Acceptance Lenders and the Lenders against all claims and losses resulting from such dishonor or return.


 


2.25 ­Increased Costs.


 


(a) If any Change in Law shall:


 


(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any holding company of any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank or Acceptance Lender; or


 


(ii) impose on any Lender or any Issuing Bank or Acceptance Lender or the London interbank market any other condition affecting this Agreement or LIBO Loans made by such Lender or any Letter of Credit or Acceptance or participation therein;


 


and the result of any of the foregoing shall be to increase the cost to such Lender of making or main­taining any LIBO Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, Issuing Bank or Acceptance Lender of partici­pating in, issuing or maintaining any Letter of Credit or Acceptance or to reduce the amount of any sum received or receiv­able by such Lender or Issuing Bank or Acceptance Lender hereunder (whether of principal, interest or otherwise) other than Taxes, which shall be governed by Section 2.28 hereof, then the Borrowers will pay to such Lender, Issuing Bank or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank or Acceptance Lender, as the case may be, for such additional costs incurred or reduction suffered.


 


(b) If any Lender, any Issuing Bank or any Acceptance Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or Acceptance Lender’s capital or on the capital of such Lender’s, Issuing Bank’s or Acceptance Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit or Acceptances held by, such Lender, or the Letters of Credit issued by such Issuing Bank, or the Acceptances issued by such Acceptance Lender, to a level below that which such Lender, Issuing Bank or Acceptance Lender or such Lender’s, Issuing Bank’s or Acceptance Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, Issuing Bank’s or Acceptance Lender’s policies and the policies of such Lender’s, Issuing Bank’s or Acceptance Lender’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender, Issuing Bank or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank or Acceptance Lender or such Lender’s, Issuing Bank’s or Acceptance Lender’s holding company for any such reduction suffered.


 


(c) A certificate of a Lender, an Issuing Bank or an Acceptance Lender setting forth the amount or amounts necessary to compensate such Lender, Issuing Bank or Acceptance Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and setting forth in reasonable detail the manner in which such amount or amounts were determined shall be delivered to the Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender, Issuing Bank or the Acceptance Lender, as the case may be, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.


 


(d) Failure or delay on the part of any Lender, any Issuing Bank or any Acceptance Lender to demand compensation pursuant to this Section within ninety (90) days of the effective date of the relevant Change in Law shall constitute a waiver of such Lender’s, Issuing Bank’s or Acceptance Lender’s right to demand such compensation.


 


2.26 ­Change in Legality.


 


(a) Notwithstanding anything to the contrary contained elsewhere in this Agreement, if (x) any Change in Law shall make it unlawful for a Lender to make or maintain a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Lead Borrower, such Lender may (i) declare that LIBO Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO Borrowing shall, as to such Lender only, be deemed a request for a Prime Rate Loan unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBO Loans made by it be converted to Prime Rate Loans, in which event all such LIBO Loans shall be automatically converted to Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans that would have been made by such Lender or the converted LIBO Loans of such Lender shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBO Loans.


 


(b) For purposes of this Section 2.26, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, and if any LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.


 


2.27 ­Payments.  (a) The Borrowers shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of drawings under Letters of Credit or Acceptances, or of amounts payable under Sections 2.21(b), 2.25 or 2.28, or otherwise) prior to 2:00 p.m., Boston time, on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 100 Federal Street, Boston, Massachusetts, except payments to be made directly to the applicable Issuing Bank or Acceptance Lender or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.21(b), 2.25, 2.28 or 9.3 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administra­tive Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document (other than payments with respect to LIBO Borrowings) shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, if any payment due with respect to LIBO Borrowings shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, unless that succeeding Business Day is in the next calendar month, in which event, the date of such payment shall be on the last Business Day of subject calendar month, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in Dollars (except that drawings under Letters of Credit shall be reimbursed in the same currency as such Letter of Credit was denominated).


 


(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Obligations then due hereunder, such funds shall be applied ratably among the parties entitled thereto in accordance with the provisions of Section 2.24(a) hereof.


 


(c) Unless the Administrative Agent shall have received notice from the Lead Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the applicable Issuing Bank or Acceptance Lender hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Bank or Acceptance Lender, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders, the Issuing Banks or Acceptance Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank or Acceptance Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate.


 


(d) If any Lender shall fail to make any payment required to be made by it pursuant to this Agreement, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under this Agreement until all such unsatisfied obligations are fully paid.


 


2.28 ­Taxes.


 


(a) Any and all payments by or on account of any obligation of the Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes, provided that if the Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Agents, any Lender, any Issuing Bank or any Acceptance Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions, and (iii) the Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.


 


(b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.


 


(c) The Borrowers shall indemnify the Agents, each Lender, each Issuing Bank and each Acceptance Lender, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by such Agent, such Lender, Issuing Bank, or Acceptance Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrowers hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender, an Issuing Bank, an Acceptance Lender, or by any Agent on its own behalf or on behalf of a Lender, an Issuing Bank or an Acceptance Lender setting forth in reasonable detail the manner in which such amount was determined, shall be conclusive absent manifest error.


 


(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a Governmental Authority, the Borrowers shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(e) Any Foreign Lender that is entitled to an exemption from or reduction in withholding tax shall deliver to the Lead Borrower and the Admini­stra­tive Agent two copies of either United States Internal Revenue Service Form W-8BEN or Form W-8ECI, or any subsequent versions thereof or successors thereto, or, in the case of a Foreign Lender’s claiming exemption from or reduction in U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a Form W-8BEN, or any subsequent versions thereof or successors thereto (and, if such Foreign Lender delivers a Form W-8BEN, a certificate representing that such Foreign Lender is not a bank for purposes of Section 881(c) of the Code, is not a “10 percent shareholder” of the Borrowers within the meaning of section 881(c)(3)(B) of the Code, and is not a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code, properly completed and duly executed by such Foreign Lender claiming complete exemption from or reduced rate of, United States federal withholding tax on payments by the Borrowers under this Agreement and the other Loan Documents, or in the case of a Foreign Lender claiming exemption for “portfolio interest” certifying that it is not a foreign corporation, partnership, estate or trust. Such forms shall be delivered by each Foreign Lender on or before the date it becomes a party to this Agreement (or, in the case of a transferee that is a participation holder, on or before the date such participation holder becomes a transferee hereunder) and on or before the date, if any, such Foreign Lender changes its applicable lending office by designating a different lending office (a “New Lending Office”). In addition, each Foreign Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Foreign Lender. Notwithstanding any other provision of this Section 2.28(e), a Foreign Lender shall not be required to deliver any form pursuant to this 2.28(e) that such Foreign Lender is not legally able to deliver.


 


(f) The Borrowers shall not be required to indemnify any Foreign Lender or to pay any additional amounts to any Foreign Lender in respect of United States federal withholding tax pursuant to paragraph (a) or (c) above to the extent that the obligation to pay such additional amounts would not have arisen but for a failure by such Foreign Lender to comply with the provisions of paragraph (e) above. Should a Lender become subject to Taxes because of its failure to deliver a form required hereunder, the Borrowers shall, at such Lender’s expense, take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.


 


2.29 ­Security Interests in Collateral.  To secure their Obligations under this Agreement and the other Loan Documents, the Borrowers have granted, and have caused each Facility Guarantor to grant to the Collateral Agent, for its benefit and the ratable benefit of the other Secured Parties, a first-priority security interest in all of the Collateral pursuant hereto and to the Security Documents.


 


2.30 ­Mitigation Obligations; Replacement of Lenders.


 


       (a) If any Lender requests compensation under Section 2.25, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.28, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.25 or 2.28, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assign­ment; provided, however, that the Borrowers shall not be liable for such costs and expenses of a Lender requesting compensation if (i) such Lender becomes a party to this Agreement on a date after the Closing Date and (ii) the relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto.


 


(b) If any Lender requests compensation under Section 2.25, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.28, or if any Lender is a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, and at the option of the Borrowers, either (x) permanently reduce the Total Commitments pursuant to Section 2.17 hereof in an amount equal to such Lender’s Commitment (and notwithstanding anything to the contrary set forth in this Agreement regarding the pro rata reduction of Commitments hereunder), provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in unreimbursed drawings under Letters of Credit, Acceptances and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (notwithstanding anything in this Agreement to the contrary regarding the pro rata sharing of payments), from the Borrowers, or (y) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.5), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment), provided that (i) except in the case of an assignment to another Lender, the Borrowers shall have received the prior written consent of the Administrative Agent, the Lead Issuing Bank, each other Lender which is then an Issuing Bank, and the Swingline Lender, which consent shall not unrea­sonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in unreimbursed drawings under Letters of Credit, Acceptances and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.25 or payments required to be made pursuant to Section 2.28, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assign­ment and delegation cease to apply.


 


3.  REPRESENTATIONS AND WARRANTIES.  Each Loan Party, jointly and severally, represents and warrants to the Agents and the Lenders that:


 


3.1 Organization; Powers. Each Loan Party is, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and each such Person has all requisite power and authority to carry on its business as now conducted, and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. Schedule 3.1 sets forth, as of the Closing Date, each Loan Party’s legal name as it appears in the official filings in its state of organization, its state of organization, organization type, organization number, if any issued by its state of organization, and except with respect to Brown Canada, its federal employer identification number.


 


3.2 Authorization; Enforceability.   The transactions contemplated hereby and by the other Loan Documents to be entered into by each Loan Party are within such Loan Party’s corporate or limited liability company powers and have been duly authorized by all necessary corporate, membership and other action. This Agreement and the other Loan Documents have been duly executed and delivered by each Loan Party which is a party thereto and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


3.3 Governmental Approvals; No Conflicts. The transactions to be entered into contemplated by the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) for such as have been obtained or made and are in full force and effect, (ii) for those which could not be reasonably be expected to have a Material Adverse Effect, and (iii) for  filings and recordings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Applicable Law or regulation or the Charter Documents of any Loan Party or any order of any Governmental Authority, except for such violation which could not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or their respective assets, except for such violation or default which could not reasonably be expected to have a Material Adverse Effect, or give rise to a right thereunder to require any payment to be made by any Loan Party in excess of $5,000,000, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party, except Liens created under the Loan Documents or otherwise permitted hereby or thereby.


 


3.4 Financial Condition.  The Lead Borrower has heretofore furnished to the Lenders (a) its Form 10-K containing the Consolidated balance sheet, and statements of earnings, shareholders’ equity, and cash flows for the Lead Borrower and its Subsidiaries as of and for the Fiscal Year ending February 2, 2008, and (b) its Form 10-Q containing the Consolidated balance sheet, and statements of earnings, and cash flows for the Lead Borrower and its Subsidiaries as of and for the Fiscal Quarter ending November 1, 2008. Such financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Lead Borrower and its Subsidiaries, in each case, as of such dates and for such periods on a Consolidated basis in accordance with GAAP, subject, in the case of the Fiscal Quarter financial statements, to year end audit adjustments and the absence of footnotes.  Since February 2, 2008, there have been no changes in the assets, liabilities, financial condition or business of the Lead Borrower and its Subsidiaries which has had a Material Adverse Effect.


 


3.5 Properties.


 


(a) Each Loan Party has good title to, or valid leasehold interests in, all of such Person’s real and personal, moveable and immoveable, property material to its business, except for defects which could not reasonably be expected to have a Material Adverse Effect.


 


(b) Schedule 3.5(b) sets forth, as of the Closing Date, a complete and correct list of the address of all Real Estate that is owned by each Loan Party, all leases and subleases of Real Estate by each Loan Party as lessee or sublessee, and all leases and subleases of Real Estate by each Loan Party as lessor or sublessor.  Each of the leases and subleases is valid and enforceable in accordance with its terms, and is in full force and effect and no default by any party to any such lease or sublease exists, except as could not reasonably be expected to result in a Material Adverse Effect.  Each Loan Party has good and marketable title in fee simple to the Real Estate owned by such Loan Party, or valid leasehold interests in all Real Estate leased by such Loan Party, and each Loan Party has good and merchantable title or valid leasehold interests to all of its other property reflected on the most recent financial statements delivered to the Administrative Agent and the Lenders, except as disposed of in the ordinary course of business since the date thereof, free of all Liens except those permitted pursuant to Section 6.2 hereof.


 


3.6 Litigation and Environmental Matters.  




 


(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting any such Person (i)  as to which there is a reasonable possi­bility of an adverse determination and that, if adversely deter­mined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than those set forth on Schedule 3.6) or (ii) that involve any of the Loan Documents.


 


(b) Except for the matters set forth on Schedule 3.6, and except as could not reasonably be expected to have a Material Adverse Effect, no Loan Party (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of any Loan Party become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.


 


(c) Since the date of this Agreement, there has been no change in the status of the matters set forth on Schedule 3.6 that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.


 


3.7 Compliance with Laws and Agreements. Each Loan Party is in compliance with all laws, regulations and orders of any Governmental Authority applicable such Person or its property and all indentures, material agreements evidencing any Material Indebtedness, and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.


 


3.8 Investment and Holding Company Status. No Loan Party is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


3.9 Taxes. Each Loan Party has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all taxes required to have been paid by it, except (a) taxes that are being contested in good faith by appropriate proceedings, for which such Person has set aside on its books adequate reserves, and as to which no Lien in excess of $5,000,000 has arisen, or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.


 


3.10 ERISA; Foreign Plans.


 


(a) Except as set forth on Schedule 3.10, no Loan Party is party to a Plan.  No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements of the Lead Borrower and its Subsidiaries on a Consolidated basis reflecting such amounts, exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements of the Lead Borrower and its Subsidiaries on a Consolidated basis reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans.


 


(b) No Termination Event has occurred or is reasonably expected to occur.  Each Foreign Plan is in compliance in all material respects with the laws and regulations applicable to such Foreign Plan and each Loan Party has satisfied all contribution obligations in all material respects with respect to such Foreign Plan (to the extent applicable).  Each Foreign Plan and related funding arrangement that is intended to qualify for tax-favored status has been reviewed and approved for such status by the appropriate Governmental Authority (or has been submitted for such review and approval within the applicable time period), and nothing has occurred and no condition exists that is likely to cause the loss or denial of such tax-favored status.  No Foreign Plan has any liabilities in any material respect in excess of the current value of such Foreign Plan’s assets, determined in accordance with the assumptions used for funding such Foreign Plan pursuant to reasonable accounting standards in accordance with applicable law.  No Loan Party has incurred or reasonably expects to incur any material liability as a result of the termination or other insolvency of any Foreign Plan or any material liability which is not otherwise funded or satisfied with readily available assets set aside with respect to such Foreign Plan.


 


3.11 Common Enterprise.  The successful operation and condition of each of the Loan Parties is dependent upon the continued successful performance of the functions of the group of Loan Parties as a whole and the successful operation of each Loan Party is dependent upon the successful performance and operation of each other Loan Party.  Each of the Loan Parties expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit) directly and indirectly from successful operations of the Lead Borrower and each of the other Loan Parties.  Each Loan Party expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit) directly and indirectly from the credit extended by the Lenders, the Issuing Banks and the Acceptance Lenders to the Loan Parties hereunder, both in their separate capacities and as members of the group of companies.  Each Loan Party has determined that the execution, delivery and performance of this Agreement and any other Loan Document to be executed by such Loan Party is within its purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interests.


 


3.12 Disclosure.  The Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party is subject, and all other matters known to any such Person, that, individually or in the aggregate, in each case, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.


 


3.13 Subsidiaries. On and as of the Closing Date, the authorized Capital Stock or other equity, and the number of issued and outstanding shares of Capital Stock or other equity, of the Borrowers and each other Loan Party and each of their Subsidiaries is as described in Schedule 3.13.  All such outstanding shares of Capital Stock or other equity of the Borrowers and each other Loan Party have been duly and validly issued, in compliance with all legal requirements relating to the authorization and issuance of shares of Capital Stock or other equity, and are fully paid and non-assessable.  On and as of the Closing Date, there is no other Capital Stock or ownership interest of any class outstanding of the Borrowers or of any other Loan Party. Except as set forth on Schedule 3.13 or as otherwise permitted under this Agreement, none of the Loan Parties is party to any joint venture, general or limited partnership, or limited liability company agreements.


 


3.14 Insurance. Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties as of the Closing Date. Each of such policies is in full force and effect. As of the Closing Date, all premiums in respect of such insurance that are due and payable have been paid.


 


3.15 Labor Matters. Except as set forth on Schedule 3.15, as of the Closing Date, (a) there is no collective bargaining agreement or other labor contract covering employees of any Loan Party, (b) no such collective bargaining agreement or other labor contract is scheduled to expire during the term of this Agreement, (c) to the knowledge of the Loan Parties, no union or other labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of any Loan Party or for any similar purpose except as could not reasonably be expected to result in a Material Adverse Effect, and (d) there is no pending or (to the best of any Loan Party’s knowledge) threatened, strike, work stoppage, material unfair labor practice claim, or other material labor dispute against or affecting any Loan Party or its employees except as could not reasonably be expected to result in a Material Adverse Effect.


 


3.16 Certain Transactions.  Except as set forth on Schedule 3.16, none of the officers, partners, directors, or employees of any Loan Party is presently a party to any transaction with any other Loan Party or any Affiliate, officer or director that would be prohibited by Section 6.8.


 


3.17 Restrictions on the Loan Parties.  No Loan Party is a party to or bound by any contract, agreement or instrument, or subject to any charter or other corporate restriction, that has or could reasonably be expected to have a Material Adverse Effect.


 


3.18 Security Documents. The Security Documents create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest and hypothec in the Collateral described therein as security for the Obligations to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created under any Applicable Law of the United States of America and any states thereof, including, without limitation, the applicable Uniform Commercial Code, and under any Applicable Law of Canada and any provinces thereof, including, without limitation, the PPSA and the Civil Code, and the Security Documents constitute, or will upon the filing of financing statements and the obtaining of “control”, in each case, as applicable, with respect to the relevant Collateral as required under the applicable Uniform Commercial Code, PPSA or Civil Code, the creation of a fully perfected first priority Lien on, and security interest and hypothec in, all right, title and interest of the Borrowers and each Facility Guarantor thereunder in such Collateral, in each case prior and superior in right to any other Person (other than Permitted Encumbrances having priority under Applicable Law), except as permitted hereunder or under any other Loan Document, in each case to the extent that a security interest may be perfected by the filing of a financing statement or hypothec under the applicable Uniform Commercial Code, PPSA or Civil Code, or by obtaining “control”.


 


3.19 Federal Reserve Regulations.


 


(a) No Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.


 


(b) No part of the proceeds of any Loan or any Letter of Credit or Acceptance will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, (i) to buy or carry Margin Stock or to extend credit to others for the purpose of buying or carrying Margin Stock or to refund indebtedness originally incurred for such purpose or (ii) for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation U or X.


 


3.20 Solvency. The Loan Parties, taken as a whole, are Solvent. No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.


 


3.21 Franchises, Patents, Copyrights, Etc.  Except as otherwise set forth on Schedule 3.21 hereto, each Loan Party owns, or is licensed to use, all franchises, patents, copyrights, trademarks, tradenames, service marks, licenses and permits, and other intellectual property and rights in respect of the foregoing, necessary for the conduct of its business as substantially now conducted without known conflict or infringement with any rights of any other Person and, in each case, free of any Lien that is not a Permitted Encumbrance.


 


3.22 DDAs, Credit Card Arrangements, Etc. Schedule 3.22 sets forth, as of the Closing Date, a list of all (i) arrangements to which any Loan Party is a party with respect to the payment to any Borrower of the proceeds of all credit card charges for sales by such Loan Party in the United States of America and Canada and specifying whether a Credit Card Notification with respect thereto is in effect on the Closing Date, (ii) Blocked Account Agreements entered into by a Loan Party (or similar agreements entered into pursuant to the Existing Credit Agreement) which are in effect on the Closing Date and (iii) Disbursement Accounts maintained by the Loan Parties as of the Closing Date.


 


3.23 Customer and Trade Relations.  There exists no actual or, to the knowledge of any Loan Party, threatened in writing, termination or cancellation of, or any adverse modification or change in the business relationship of any Loan Party with any supplier material to the operations of the Loan Parties taken as a whole, which termination, cancellation or adverse modification or change could reasonably be expected to have a Material Adverse Effect.


 


3.24 Casualty.


 


As of the Closing Date, neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.







4.  CONDITIONS.


 


4.1 Closing Date.


 


 The effectiveness of this Agreement and the obligation of the Lenders and of the Issuing Banks and of the Acceptance Lenders hereunder is subject to the following conditions precedent:


 


(a) The Agents (or their counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and all other Loan Documents not delivered under the Existing Credit Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agents (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and all other Loan Documents.


 


(b) The Agents shall have received a favorable written opinion (addressed to each Agent and the Lenders on the Closing Date and dated the Closing Date) of each of (i) Bryan Cave LLP, special United States counsel to the Loan Parties, (ii) Lang Michener LLP, special Ontario counsel to Brown Canada, and (iii) WolfBlock LLP, special Pennsylvania counsel to Brown Retail, covering such matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion.


 


(c) The Agents shall have received such documents and certificates as the Agents or their counsel may reasonably request relating to the organization, existence and good standing of each Loan Party (it being understood and agreed that each Loan Party will be required to deliver a good standing certificate from its jurisdiction of organization or formation, as well as a good standing certificate for each foreign jurisdiction where such Loan Party is qualified to do business other than those jurisdictions where a Loan Party is terminating its qualification as set forth on Schedule 4.1(c)), the authorization of the transactions contemplated by the Loan Documents and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby, all in form and substance reasonably satisfactory to the Agents and their counsel.


 


(d) The Agents shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on January 3, 2009, and executed by a Financial Officer of the Lead Borrower, which Borrowing Base Certificate shall show that, as of the Closing Date after giving effect to (i) any Loans made or outstanding on the Closing Date and (ii) any Letters of Credit to be issued on the Closing Date and Existing Letters of Credit, Excess Availability shall be not less than $120,000,000.


 


(e) The Agents shall have received a certificate, reasonably satisfactory in form and substance to the Agents, (i) with respect to the solvency of the Loan Parties on a Consolidated basis, as of the Closing Date, and (ii) certifying that, as of the Closing Date, the representations and warranties made by the Borrowers in the Loan Documents are true and complete (other than representations and warranties that relate solely to an earlier date) and that no event has occurred (or failed to occur) which is or which, solely with the giving of notice or passage of time (or both) would be a Default or an Event of Default.


 


(f) The Agents shall have received (i) an updated appraisal (based on net liquidation value) by a third party appraiser acceptable to the Collateral Agent of all Inventory of the Loan Parties, the results of which are satisfactory to the Collateral Agent and (ii) a written report regarding the results of a commercial finance examination of the Loan Parties, which shall be satisfactory to the Collateral Agent.


 


(g) All necessary consents and approvals to the transactions contemplated hereby shall have been obtained and shall be reasonably satisfactory to the Agents.


 


(h) The Administrative Agent shall have received and be satisfied with (i) a detailed forecast for the period commencing on the Closing Date and ending with the end of the then next Fiscal Year, which shall include an Availability model, Consolidated income statement, balance sheet, and statement of cash flow, by quarter, each prepared in conformity with GAAP and consistent with the Loan Parties’ then current practices and (ii) such other information (financial or otherwise) reasonably requested by the Administrative Agent.


 


(i) The Agents shall be reasonably satisfied that any financial statements delivered to them fairly present the business and financial condition of the Loan Parties, and that there has been no material adverse change in the assets, business, operation, financial or other condition, or income of the Loan Parties, taken as a whole, since the date of the most recent financial information delivered to the Agents.


 


(j) Except as set forth on Schedule 3.6, there shall not be pending any litigation or other proceeding, which, if adversely determined, (and a reasonable possibility of such adverse determination reasonably exists), could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.


 


(k) There shall not have occurred any default, nor shall any event exist which is, or solely with the passage of time, the giving of notice or both, would be a default under any Material Indebtedness of any Loan Party.


 


(l) The Collateral Agent shall have received all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Collateral Agent and with respect to any Loan Party located in or organized under the laws of Canada, all filings and recordations required by Requirements of Law of Canada (including, without limitation, under the PPSA and the Civil Code) in all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect the Collateral Agent's Lien in any Collateral located in Canada.


 


(m) To the extent not delivered under the Existing Credit Agreement, the Collateral Agent shall have received Blocked Account Agreements with the Blocked Account Banks on or before the Closing Date.


 


(n) All fees due at or immediately after the Closing Date and all reasonable costs and expenses incurred by the Agents in connection with the establishment of the credit facility contemplated hereby (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full, except that the fees and expenses of such counsel shall be paid on the earlier of the Closing Date or within three (3) Business Day after receipt of invoice therefor.


 


(o) The consummation of the transactions contemplated hereby shall not (a) violate any Applicable Law, or (b) conflict with, or result in a default or event of default under, any material agreement of Borrowers or any other Loan Party, taken as a whole.  No event shall exist which is, or solely with the passage of time, the giving of notice or both, would be a default under any material agreement of any Loan Party.


 


(p) No material changes in governmental regulations or policies affecting the Borrowers, the Agents or any Lender involved in this transaction shall have occurred prior to the Closing Date which could, individually or in the aggregate, materially adversely affect the transaction contemplated by this Agreement.


 


(q) There shall be no Default or Event of Default on the Closing Date.


 


(r) To the extent not delivered under the Existing Credit Agreement, the Collateral Agent shall have received, and be satisfied with, evidence of the Borrowers’ insurance, together with such endorsements as are required by the Loan Documents.


 


(s) The Borrowers shall have paid all accrued and unpaid interest, fees, and expenses due under the Existing Credit Agreement to the Persons entitled thereto.


 


(t) Assignments amongst the Lenders party to the Existing Credit Agreement and the Lenders party to this Agreement shall have been executed and delivered to the Administrative Agent to the extent deemed necessary by the Administrative Agent.


 


(u) The Lead Arrangers shall have achieved syndication of the Loans.


 


(v) There shall have been delivered to the Administrative Agent such additional instruments and documents as the Agents or counsel to the Agents reasonably may require or request.


 


The Administrative Agent shall notify the Lead Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Agreement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.2) at or prior to 5:00 p.m., Boston time, on January 31, 2009, (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).


 


4.2 ­Conditions Precedent to Each Loan and Each Letter of Credit and Each Acceptance.  In addition to those conditions described in Section 4.1, the obligation of the Lenders to make each Loan and of the Issuing Banks to issue each Letter of Credit and of the Acceptance Lenders to issue each Acceptance, is subject to the following conditions precedent:


 


(a) ­Notice. The Administrative Agent shall have received a notice with respect to such Borrowing or issuance, as the case may be, as required by Section 2.


 


(b) Representations and Warranties. All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the date of each Borrowing or the issuance of each Letter of Credit or Acceptance, as applicable, hereunder with the same effect as if made on and as of such date, except that such  representations and warranties (i) that relate solely to an earlier date shall be true and correct as of such earlier date and (ii) shall be true and correct in all respects if they are qualified by a materiality standard.


 


(c) No Default. On the date of, and after giving effect to, each Borrowing hereunder and the issuance of each Letter of Credit or Acceptance, the Borrowers shall be in compliance with all of the terms and provisions set forth herein and in the other Loan Documents to be observed or performed and no Default or Event of Default shall have occurred and be continuing.


 


(d) Borrowing Base Certificate. The Administrative Agent shall have received the  most recently required Borrowing Base Certificate, with each such Borrowing Base Certificate including schedules as required by the Administrative Agent.


 


The request by the Borrowers for, and the acceptance by the Borrowers of, each extension of credit hereunder shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in this Section 4.2 have been satisfied at that time and that after giving effect to such extension of credit the Borrowers shall continue to be in compliance with the Borrowing Base.  The conditions set forth in this Section 4.2 are for the sole benefit of the Administrative Agent and each Lender and may be waived by the Administrative Agent in whole or in part without prejudice to the Administrative Agent or any Lender, including, without limitation, without prejudice to the Required Lenders’ rights under Section 7.1 and 9.2 hereof.


 


5.  AFFIRMATIVE COVENANTS.  Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees and other Obligations payable hereunder and under the other Loan Documents shall have been paid in full and all Letters of Credit and Acceptances shall have expired or terminated or have been fully cash collateralized or replaced and all L/C Disbursements shall have been reimbursed, each Loan Party covenants and agrees with the Agents and the Lenders that:


 


5.1 Financial Statements and Other Information.  The Lead Borrower will furnish to the Agents for delivery to the Lenders, each of the following, provided that the Lead Borrower need not furnish copies of information referred to in subsections (a), (b), (g) or (m) if on or before the applicable day set forth below, such information is available either on EDGAR or on the Lead Borrower’s web site:


 


(a) within ninety-five (95) days after the end of each Fiscal Year of the Lead Borrower and its Subsidiaries, a copy of its Form 10-K containing the Consolidated balance sheet and related statements of earnings, shareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all audited and reported on by Ernst & Young, LLP or another independent public accountant of recognized national standing (without a “going concern” or like qualification or exception and without a qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Lead Borrower and its Subsidiaries on a Consolidated basis in accordance with GAAP consistently applied, and a written statement by such accountants to the effect that such accountants have reviewed this Agreement and that in auditing such Consolidated financial statements, nothing came to their attention to cause them to believe that the Loan Parties had failed to comply with the terms, covenants, provisions or conditions of this Agreement insofar as they relate to accounting matters, except for those described in reasonable detail in such statement;


 


(b) within fifty (50) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, its Form 10-Q containing the Consolidated balance sheet and related statements of earnings, and cash flows of the Lead Borrower and its Subsidiaries, as of the end of and for such Fiscal Quarter and the elapsed portion of the Fiscal Year, with comparative results to the same Fiscal Periods of the prior Fiscal Year, all certified by a Financial Officer of the Lead Borrower as presenting in all material respects the financial condition and results of operations of the Lead Borrower and its Subsidiaries in accordance with GAAP consistently applied, subject to normal year end audit adjustments and the absence of footnotes;


 


(c) within thirty (30) days after the end of each of fiscal month of the Lead Borrower and its Subsidiaries, if so requested by the Administrative Agent, Consolidated and consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows of the Lead Borrower and its Subsidiaries, as of the end of and for such month and the elapsed portion of the Fiscal Year, with comparative results to the same Fiscal Periods of the prior Fiscal Year and to the Lead Borrower’s and its Subsidiaries’ budget for such Fiscal Year furnished pursuant to Section 5.1(e) hereof;


 


(d) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Lead Borrower in the form of Exhibit E (a “Compliance Certificate”) (i) certifying as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations with respect to the Fixed Charge Coverage Ratio for such period (whether or not it is then required to be tested hereunder), (iii) certifying that such financial statements present in all material respects the financial condition and results of operations of the Lead Borrower and its Subsidiaries in accordance with GAAP consistently applied for such period, subject, in the case of the quarterly statements, to normal year end audit adjustments and the absence of footnotes, (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the Lead Borrower’s and its Subsidiaries’ audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such Compliance Certificate, and (v) containing either a certification that there has been no change to the information disclosed in any of the Schedules delivered in connection with Sections 3.1 through 3.24 of this Agreement or any other Loan Document (or after the delivery of the first Compliance Certificate delivered pursuant to this subsection, as previously certified), or, if so, specifying all such changes, provided that, notwithstanding the foregoing, no such revisions or updates shall be deemed to have amended, modified, or superseded any such schedules as originally attached hereto (or after the delivery of the first Compliance Certificate delivered pursuant to this subsection, as previously certified), or to have cured any breach of warranty or representation resulting from the inaccuracy or incompleteness of any such schedules, unless and until the Administrative Agent shall have accepted in writing such revisions or updates to any such schedules; and provided further that the Administrative Agent shall be deemed to have accepted such revisions or updates unless the Administrative Agent delivers a written objection thereto to the Lead Borrower within thirty (30) days after the date such revisions or updates have been received;


 


(e) no sooner than sixty (60) days and not less than thirty (30) days prior to the commencement of each Fiscal Year of the Loan Parties, a detailed preliminary Consolidated and consolidating budget by month for such Fiscal Year (including a projected Consolidated and consolidating balance sheet and related statements of projected operations and cash flow as of the end of and for such Fiscal Year) and, within forty-five (45) days after the commencement of each such Fiscal Year, a final Consolidated and consolidating budget by month for such Fiscal Year;


 


(f) within seventeen (17) days (or such longer period as the Administrative Agent may agree in its reasonable discretion, but in any event not to exceed twenty-five (25) days) after the end of each month, a certificate in the form of Exhibit D (a “Borrowing Base Certificate”) showing the Borrowing Base as of the close of business on the last day of the immediately preceding month, each such Borrowing Base Certificate to be certified as complete and correct on behalf of the Loan Parties by a Financial Officer of the Lead Borrower, provided, however, if and so long as an Event of Default has occurred and is continuing or if Excess Availability is less than the greater of (i) twenty (20%) percent of the lesser of the then (x) Total Commitments or (y) Borrowing Base and (ii) $25,000,000, Administrative Agent may require that Borrowers furnish such Borrowing Base Certificate (showing the Borrowing Base as of the close of business on the last day of the immediately preceding week) weekly on Wednesday of each week;


 


(g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Lead Borrower or any other Loan Party with the Securities and Exchange Commission, or any Govern­mental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be;


 


(h) the financial and collateral reports described on Schedule 5.1(h) hereto, at the times set forth in such Schedule;


 


(i) with respect to each Permitted Acquisition, to the extent permitted by Applicable Law, as soon as available, but not less than ten (10) Business Days prior to the consummation of a Permitted Acquisition, written notice to the Administrative Agent of such Permitted Acquisition together with a copy of all business and financial information reasonably requested by the Administrative Agent and, in the event that the total consideration paid or payable in connection with such Permitted Acquisition (whether in cash, property or securities) exceeds $35,000,000 or the total consideration paid or payable in connection with such Permitted Acquisition together with all other Permitted Acquisitions consummated after the Closing Date (whether in cash, property or securities) exceeds $100,000,000, a certificate of a Financial Officer of the Lead Borrower certifying (and showing the calculations therefor in reasonable detail) that the Payment Conditions will be satisfied, and (ii) as soon as available the information provided to the board of directors of the Lead Borrower with respect to such Permitted Acquisition;


 


(j) with respect to each Permitted Acquisition, to the extent permitted by Applicable Law, as soon as available, (i) copies of the most recent audited (if available), and if later, unaudited Consolidated financial statements of the Person which is the subject of the Permitted Acquisition, (ii) a description of the proposed Permitted Acquisition in such detail as the Administrative Agent may reasonably request, including copies of letters of intent and purchase and sale agreements or other acquisition documents executed in connection with the proposed Permitted Acquisition, (iii) an unaudited pro forma Consolidated balance sheet and income statement of the Loan Parties as of the end of the most recently completed fiscal quarter but prepared as though the Permitted Acquisition had occurred on such date and related pro forma calculations of Excess Availability (as of the last day of each Fiscal Quarter) and the Fixed Charge Coverage Ratio for the subsequent four fiscal quarters period, and (iv) unaudited projections of balance sheets and income statements and related calculations for the following four fiscal quarters, assuming the Permitted Acquisition has closed;


 


(k) notice of any intended (i) sale or other disposition of assets of any Loan Party permitted under Section 6.5(c), (d) and (e) hereof at least three (3) Business Days prior to the date of consummation such sale or disposition or (ii) incurrence of any Indebtedness permitted hereunder promptly following the incurrence of such Indebtedness;


 


(l) within fifteen (15) days after receipt thereof, copies of all final (as distinguished from a preliminary or discussion draft) reports submitted to the Lead Borrower or any other Loan Party by independent certified public accountants in connection with each annual, interim or special audit of the books of the Loan Parties made by such accountants, including any management letter commenting on the Borrowers’ internal controls submitted by such accountants to management in connection with their annual audit;


 


(m) promptly after their preparation, copies of any and all proxy statements, financial statements (other than those described in subsections (a) and (b) hereof), and reports which the Lead Borrower makes available to its shareholders or any holder of any Indebtedness;


 


(n) if requested by the Administrative Agent, promptly after filing with the IRS or any other applicable Governmental Authority, a copy of each tax return filed by any Loan Party;


 


(o) within seventeen (17) days (or such longer period as the Administrative Agent may agree in its reasonable discretion, but in any event not to exceed twenty-five (25) days) of the end of each fiscal month (unless specifically indicated otherwise), or more frequently if requested by the Administrative Agent, as of the preceding fiscal month end, in form reasonably satisfactory to the Administrative Agent: (a) a schedule of each Loan Party’s Accounts created since the last such schedule; (b) an aging of each Loan Party’s Accounts together with a reconciliation to the previous fiscal month end’s accounts receivable balance of such Loan Party’s Accounts and to its general ledger; (c) a summary aging by payee of each Loan Party’s accounts payable; and (d) upon the Agent’s request, a statement of the balance of each of the intercompany accounts of the Loan Parties; and


 


(p) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Lead Borrower or any other Loan Party, or compliance with the terms of any Loan Document, as the Agents or any Lender may reasonably request.


 


5.2 Notices of Material Events. The Borrowers will, and will cause each other Loan Party to furnish to the Administrative Agent, the Issuing Banks, the Acceptance Lenders, the Collateral Agent, and each Lender prompt written (except as provided in clause (e) below) notice of the following:


 


(a) the occurrence of any Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto;


 


(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;


 


(c) the occurrence of any ERISA Event or Termination Event that, alone or together with any other ERISA Events or Termination Events, as applicable, that have occurred, could reasonably be expected to result in a Material Adverse Effect;


 


(d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;


 


(e) telephonic notice of any change of the chief executive officer or chief financial officer of the Lead Borrower;


 


(f) any pending or threatened (in writing) strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Loan Party which could reasonably be expected to have, or has resulted in, a Material Adverse Effect;


 


(g) the filing of any Lien for unpaid taxes in excess of $5,000,000 against any Loan Party;


 


(h) any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding;


 


(i) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; and


 


(j) any material adverse change in the business, operations, or financial affairs of the Loan Parties taken as a whole.


 


Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice and, if applicable, any action taken or proposed to be taken with respect thereto.


 


5.3 Information Regarding Collateral.


 


(a) The Lead Borrower will furnish to the Administrative Agent at least thirty (30) days’ prior written notice of any change (i) in any Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or organizational structure or (iv) in any Loan Party’s jurisdiction of incorporation, Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization.


 


(b) Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(a), the Lead Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Lead Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Perfection Certificate delivered pursuant to this Section.


 


5.4 Existence; Conduct of Business. Each Borrower will, and will cause each other Loan Party to, do or cause to be done all things necessary to comply with its respective Charter Documents, and to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation, or dissolution permitted under Section 6.3 or any sale, lease, transfer or other disposition permitted under Section 6.5.


 


5.5 Payment of Obligations.


 


(a) Each Borrower will, and will cause each other Loan Party to, pay its Indebtedness and other obliga­tions (other than Indebtedness described in the parenthetical in clause (a) of the definition thereof which is not Material Indebtedness unless the failure to so pay such Indebtedness could reasonably be expected to result in a Material Adverse Effect), including tax liabilities, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropri­ate proceedings, (b) such Borrower or such other Loan Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such contest effectively suspends collection of the contested obligation, (d) no Lien secures such obligation (other than tax Liens in an amount not to exceed $5,000,000), and (e) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect. Nothing contained herein shall be deemed to limit the rights of the Administrative Agent under Section 2.3.


 


(b) Without limiting the foregoing, the Lead Borrower shall either defease, repurchase or redeem the Senior Notes as permitted by Section 6.7(b)(ii) hereof or refinance the Senior Notes with Refinancing Notes, in each case at least 120 days prior to the scheduled maturity date of the Senior Notes, provided, however, that (i) the failure of the Borrower to have defeased, repurchased or redeemed the Senior Notes or to have refinanced the Senior Notes at least 120 days prior to the scheduled maturity date of the Senior Notes as provided above shall not constitute a Default or Event of Default and (ii) if the Senior Notes have not been so defeased, repurchased, redeemed or refinanced as provided above, the Administrative Agent shall impose an Availability Reserve in an amount equal to the outstanding principal amount of the Senior Notes until such Senior Notes are repurchased, redeemed or refinanced.


 


5.6 Maintenance of Properties. Each Borrower will, and will cause each other Loan Party to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.


 


5.7 Insurance.


 


(a) Each Borrower will, and will cause each other Loan Party to,  (i) maintain insurance with financially sound and reputable insurers reasonably acceptable to the Administrative Agent (or, to the extent consistent with prudent business practice, a program of self-insurance approved by the Administrative Agent, such approval not to be unreasonably withheld) on such of its property and in at least such amounts and against at least such risks as is customary with companies in the same or similar businesses operating in the same or similar locations, including public liability insurance against claims for personal injury or death occurring upon, in or about or in connection with the use of any properties owned, occupied or controlled by it (including the insurance required pursuant to the Security Documents); (ii) maintain such other insurance as may be required by law; and (iii) furnish to the Administrative Agent, upon written request, full information as to the insurance carried.  The Administrative Agent shall not, by the fact of approving, disapproving, accepting, obtaining or failing to obtain any such insurance, incur liability for the form or legal sufficiency of insurance contracts, solvency of insurance companies or payment of lawsuits, and each Loan Party hereby expressly assumes full responsibility therefor and liability, if any, thereunder.  The Borrowers shall, and shall cause each other Loan Party to, furnish to the Administrative Agent certificates or other evidence satisfactory to the Administrative Agent of compliance with the foregoing insurance provisions.  The Lead Borrower shall promptly notify the Administrative Agent with respect to any claim relating in whole or in part to the Collateral in excess of $3,000,000.  So long as no Cash Dominion Event has occurred and is continuing, the Loan Parties shall have the right to negotiate and/or settle insurance claims without the consent or approval of the Administrative Agent.  After the occurrence of a Cash Dominion Event and during the continuance thereof, the Loan Parties will not settle any insurance claim with a value in excess of $3,000,000 without the consent of the Administrative Agent, which consent will not be unreasonably withheld or delayed.


 


(b) For each of the insurance policies covering Collateral, each Loan Party shall cause the Collateral Agent to be named as a loss payee or additional insured, as applicable, in a manner acceptable to the Administrative Agent.  Each all risk property insurance policy covering Collateral shall contain (i) a clause or endorsement requiring the insurer to give not less than thirty (30) days prior written notice to the Collateral Agent in the event of cancellation or non-renewal of such policy for any reason whatsoever except non-payment of premium and a clause or endorsement requiring the insurer to give not less than ten (10) days prior written notice to the Collateral Agent in the event of cancellation of such policy for non-payment of premium (giving the Collateral Agent the right to cure defaults in the payment of premiums), (ii) to the extent available from the applicable insurer, a clause or endorsement stating that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of the insured Person or the owner of any premises, including, without limitation, as a result of the use of any such premises for purposes more hazardous than are permitted by such policy, and (iii) to the extent available from the applicable insurer, a clause or endorsement stating that none of the Loan Parties, the Administrative Agent, the Collateral Agent, or any other party shall be a coinsurer.  Each commercial general liability policy shall contain (1) a clause or endorsement requiring the insurer to give not less than thirty (30) days prior written notice to the Collateral Agent in the event of cancellation or non-renewal of such policy for any reason whatsoever except non-payment of premium and a clause or endorsement requiring the insurer to give not less than ten (10) days prior written notice to the Collateral Agent in the event of cancellation of such policy for non-payment of premium (giving the Collateral Agent the right to cure defaults in the payment of premiums), and (2) a clause or endorsement stating that the Collateral Agent shall be named as additional insured parties, mortgagee or assignee, as applicable.  All premiums for such required insurance shall be paid by the Loan Parties when due, and certificates of insurance shall be sent to the appropriate Loan Parties and the Collateral Agent, and if requested by the Collateral Agent, photocopies of the policies, shall be delivered to the Collateral Agent. The Loan Parties shall deliver to the Collateral Agent, prior to the cancellation or non-renewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Collateral Agent).  To the extent requested by the Collateral Agent, the Loan Parties shall deliver to the Collateral Agent evidence satisfactory to the Collateral Agent of payment of the applicable portion of the annual premium then due and payable.  If any Loan Party fails to procure (or cause to be procured) such insurance or to pay the premiums therefor when due, the Agents may, without waiving any Event of Default occasioned thereby, obtain such insurance and pay such premiums at the expense of the Loan Parties.  All proceeds of any insurance claim relating to Collateral shall be promptly deposited by the applicable Loan Party to a Blocked Account or the Concentration Account, and such proceeds until so deposited shall be held in trust for the Collateral Agent by the applicable Loan Party.  The Agents shall apply any proceeds received in accordance with Section 2.24 hereof or Section 6.2 of the Security Agreement, as applicable.


 


(c) None of the Agents or other Secured Parties, or their agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.7.  Each Loan Party shall look solely to its insurance companies or any other parties other than the Credit Parties for the recovery of such loss or damage and such insurance companies shall have no rights of subrogation against any Agent or Secured Party or its agents or employees.  If, however, the insurance policies do not provide waiver of subrogation rights against such parties, as required above, then the Loan Parties hereby agree, to the extent permitted by law, to waive their right of recovery, if any, against the Agents and the other Secured Parties and their agents and employees.  The designation of any form, type or amount of insurance coverage by any Agent or Secured Party under this Section 5.7 shall in no event be deemed a representation, warranty or advice by such Agent or Secured Party that such insurance is adequate for the purposes of the business of the Loan Parties or the protection of their properties.


 


(d) The Lead Borrower shall respond to requests from the Collateral Agent for information relating to insurance within ten (10) Business Days of the Lead Borrower’s receipt of such request.  To the extent that the Lead Borrower fails to reasonably satisfy such request within such period, the Lead Borrower will permit any representatives that are designated by the Collateral Agent to inspect the insurance policies maintained by or on behalf of the Loan Parties and to inspect books and records related thereto and any properties covered thereby. The Loan Parties shall pay the reasonable fees and expenses of any representatives retained by the Collateral Agent to conduct any such inspection.


 


5.8 Intentionally Omitted.


 


5.9 Books and Records; Inspection and Audit Rights.


 


(a) Each Borrower will, and will cause each other Loan Party to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower will permit any representatives designated by any Agent, upon reasonable prior notice (unless an Event of Default has occurred and is continuing in which event no such notice shall be required), to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers, all on reasonable advance notice to the Lead Borrower (unless an Event of Default then exists) and at such reasonable times during normal business hours and as often as reasonably requested.


 


(b) Each Borrower will, and will cause each other Loan Party to, from time to time upon the reasonable request and reasonable prior notice of the Collateral Agent or the Required Lenders through the Administrative Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents to conduct appraisals, commercial finance examinations and other evaluations, including, without limitation, of (i) the Borrowers’ practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves.  Without limiting the foregoing:


 


(i) during any period of four (4) consecutive Fiscal Quarters during which Excess Availability is at all times greater than or equal to the greater of (A) seventeen and one-half percent (17.5%) of the lesser of the then (x) Total Commitments or (y) Borrowing Base and (ii) $25,000,000, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents shall conduct one (1) appraisal of the Loan Parties’ Inventory and one (1) commercial finance examination;


 


(ii) during any period of four (4) consecutive Fiscal Quarters during which Excess Availability is at any time less than the greater of (A) seventeen and one-half percent (17.5%) of the lesser of the then (x) Total Commitments or (y) Borrowing Base and (ii) $25,000,000, in addition to the appraisal and commercial finance examination described in clause (i) above, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents shall conduct one (1) additional appraisal of the Loan Parties’ Inventory and one (1) additional commercial finance examination; and


 


(iii) in addition to the appraisals and commercial finance examinations described in clauses (i) and (ii) above, in the Administrative Agent’s discretion, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents may conduct one (1) additional appraisal of the Loan Parties’ Inventory and one (1) additional commercial finance examination during any period of four (4) consecutive Fiscal Quarters.


 


The Loan Parties shall pay the reasonable fees and expenses of the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents in connection with the appraisals and commercial finance examinations (i) described in clauses (i), (ii) and (iii) above, (ii) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (iii) undertaken at the request of the Administrative Agent, as it in its discretion deems necessary or appropriate, after the occurrence and the continuation of an Event of Default.  In addition to the foregoing the Administrative Agent will have the right to conduct additional commercial finance examinations and appraisals during normal business hours and upon reasonable advance notice at the expense of the Administrative Agent, as it in its discretion deems necessary or appropriate.


 


(c) The Borrowers shall, at all times, retain independent certified public accountants who are reasonably satisfactory to the Administrative Agent.


 


5.10 Fiscal Year.  Each Loan Party shall have a fiscal year of a 52 or 53 week period ending on the Saturday nearest to January 31st and shall notify the Administrative Agent of any change in such fiscal year.


 


5.11 Physical Inventories.


 


(a) The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Loan Parties so long as such participation does not disrupt the normal inventory schedule or process.


 


(b) The Loan Parties, at their own expense, shall undertake physical inventories and cycle counts to be undertaken at the times, using practices, and in the manner consistent with their practices in effect on the Closing Date.


 


(c) Upon the request of the Collateral Agent, the Loan Parties shall provide the Collateral Agent with a reconciliation of the results of each such physical inventory or cycle count.  The Loan Parties shall post the results of each such physical inventory to the Loan Parties’ stock ledger and general ledger, as applicable.


 


(d) The Collateral Agent, in its discretion, if any Event of Default exists, may cause such additional inventories to be taken as the Collateral Agent determines (each, at the expense of the Loan Parties).  The Collateral Agent shall use its best efforts to schedule any such inventories so as to not unreasonably disrupt the operation of the Loan Parties’ business.


 


5.12 Compliance with Laws. Each Borrower will, and will cause each other Loan Party to, comply in all material respects with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


5.13 Use of Proceeds and Letters of Credit and Acceptances. The proceeds of Loans made hereunder and Letters of Credit and Acceptances issued hereunder will be used only (a) for Restricted Payments and Permitted Acquisitions, (b) to finance the acquisition of working capital assets of the Loan Parties, including the purchase of inventory and equipment, in each case in the ordinary course of business, (c) to finance Capital Expenditures of the Borrowers, (d) to defease, redeem or repurchase the Senior Notes in accordance with Section 6.7(b)(ii) hereof and (e) for general corporate purposes, all to the extent permitted herein. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X.


 


5.14 Additional Subsidiaries.  If any additional Material Subsidiary of any Loan Party is formed or acquired after the Closing Date or if any Subsidiary becomes a Material Subsidiary, the Lead Borrower will notify the Administrative Agent thereof and the Loan Parties will cause such Material Subsidiary to become a Borrower or Facility Guarantor hereunder, as the Administrative Agent may request, and under each applicable Security Document in the manner provided therein within fifteen (15) days after such Material Subsidiary is formed or acquired or becomes a Material Subsidiary and promptly take such actions to create and perfect Liens on such Material Subsidiary’s assets that would otherwise constitute Collateral to secure the Obligations as any Agent shall reasonably request.


 


5.15 Further Assurances.  (a) Each Loan Party will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under any Applicable Law, or which any Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties. The Loan Parties also agree to provide to the Agents, from time to time upon request, evidence reasonably satisfactory to the Agents as to the perfection and priority of the Liens created or intended to be created by the Security Documents.


 


(b)           If any material assets which would otherwise constitute Collateral are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the applicable Security Agreement that become subject to the Lien of such Security Agreement upon acquisition thereof), the Lead Borrower will notify the Agents thereof, and will cause such assets to be subjected to a Lien securing the Obligations and will take such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Loan Parties.


 


(c)           Upon the request of the Administrative Agent, the Loan Parties shall cause each of their customs brokers and/or warehouses that have not already done so to deliver an agreement to the Administrative Agent covering such matters and in form substantially similar to the agreements with customs brokers and/or warehouse in effect on the Closing Date.


 


6.  NEGATIVE COVENANTS.


 


Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other Obligations payable hereunder and under the other Loan Documents have been paid in full and all Letters of Credit and Acceptances have expired or terminated or have been fully cash collateralized or replaced and all L/C Disbursements shall have been reimbursed, each Loan Party covenants and agrees with the Agents and the Lenders that:


 


6.1 Indebtedness and Other Obligations. The Borrowers will not, and will not permit any other Loan Party to, create, incur, assume or permit to exist any Indebtedness, except, as long as no Event of Default exists at the time of incurrence of such Indebtedness or would arise therefrom:


 


(a) Indebtedness created under the Loan Documents;


 


(b) Indebtedness set forth in Schedule 6.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof;


 


(c) Indebtedness of any Loan Party to any other Loan Party;


 


(d) Indebtedness of  the Loan Parties to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $35,000,000 at any time outstanding unless, at the time of incurrence of any Indebtedness which would result in such amount being exceeded, the Payment Conditions shall have been satisfied;


 


(e) Indebtedness incurred to finance any Real Estate now or hereafter owned by any Borrower or incurred in connection with any sale-leaseback transaction;


 


(f) Indebtedness under Hedging Agreements, other than for speculative purposes, entered into in the ordinary course of business;


 


(g) Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores;


 


(h) Unsecured Indebtedness of a Loan Party to one or more Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not in excess of $200,000,000;


 


(i) Indebtedness in respect of the Senior Notes and the Refinancing Notes;


 


(j) Subordinated Debt (other than Indebtedness described in subsection (k) below) provided that after giving effect to the incurrence thereof, the Payment Conditions are satisfied;


 


(k) Unsecured Indebtedness for borrowed money, including, without limitation, Subordinated Debt (other than Indebtedness described in subsection (j) above), provided that (A) after giving effect to the incurrence thereof and the projected refinancing or refunding thereof, the Payment Conditions are satisfied (except that it shall not be necessary to satisfy the Payment Conditions with respect to any such refinancing, refunding or exchange for any bridge facility permitted under this Section 6.1(k)) with the proceeds of any publicly issued or privately placed notes, any exchange notes or any rollover notes, in each case issued to refinance or refund, or in exchange for any such bridge facility), (B) constitutes a bridge loan pending the consummation of a debt or equity issuance, and (C) the principal of which will not be repaid (other than (1) from the proceeds of such debt or equity issuance or from any rollover loans, publicly issued or privately placed notes, or exchange notes issued in exchange for the bridge loan, or (2) as permitted pursuant to Section 6.7(b)(i) hereof) until all Obligations have been paid in full and all Commitments terminated;


 


(l) Indebtedness represented by letters of credit or acceptances issued in any currency other than Dollars which any Issuing Bank or Acceptance Lender, as applicable, was unable or unwilling to issue according to the terms hereof backed by Dollar denominated Letters of Credit or Acceptances;


 


(m) Guarantees of Indebtedness otherwise allowed under this Section 6.1 and Section 6.4 hereof and other obligations of any other Loan Party which do not constitute Indebtedness,


 


(n) Guarantees of lease obligations for retail and other business locations sold by a Loan Party in connection with any sale permitted pursuant to Section 6.5 hereof but only to the extent of any such lease obligation as of the date of sale of such location;


 


(o) Other unsecured Guarantees of Indebtedness and other obligations of any Subsidiary which is not a Loan Party, provided that no payment shall be made on account of any such Guarantee unless the Payment Conditions are satisfied at the time of payment;


 


(p) In addition to Indebtedness permitted under subsection (h) above, Indebtedness (i) owing by a Loan Party to any other Subsidiary of the Lead Borrower which is not a Loan Party, subject to the Dollar limitations set forth in clause (r) hereof, and (ii) Indebtedness of a Subsidiary of the Lead Borrower which is not a Loan Party to another such Subsidiary which is not a Loan Party;


 


(q) Indebtedness assumed by a Loan Party or a Subsidiary of a Loan Party or a Person who will become a Loan Party (or Indebtedness secured by a Lien in effect prior to any such acquisition on property acquired in connection with such acquisition, which property would not be of a type included in the Borrowing Base) in connection with a Permitted Acquisition, provided that the aggregate principal amount of Indebtedness permitted by this clause (q) shall not exceed $35,000,000 at any time outstanding unless, at the time of incurrence of any Indebtedness which would result in such amount being exceeded, the Payment Conditions shall have been satisfied;


 


(r) Indebtedness consisting of Earn-Out Obligations, but only to the extent that the contingent consideration relating thereto is paid within thirty (30) days after the amount due is finally determined; and


 


(s) other unsecured Indebtedness in an aggregate principal amount not to exceed $100,000,000 at any time outstanding, unless at the time of incurrence of any Indebtedness which would result in such amount being exceeded, the Payment Conditions shall have been satisfied.


 


6.2 Liens. The Borrowers will not, and will not permit any other Loan Party to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including Accounts) or rights in respect of any thereof, except as long as no Event of Default exists at the time of creation or incurrence of such Lien or would arise therefrom:


 


(a) Liens created under the Loan Documents;


 


(b) Permitted Encumbrances;


 


(c) any Lien on any property or asset of any Borrower or other Loan Party set forth in Schedule 6.2, provided that (i) such Lien shall not apply to any other property or asset of such Person and (ii) such Lien shall secure only those obligations that it secures as of the Closing Date, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;


 


(d) Liens on fixed or capital assets acquired by any Loan Party, provided that (i) such Liens secure Indebtedness permitted by Section 6.1(d), (ii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring such fixed or capital assets and (iii) such Liens shall not apply to any other property or assets of the Borrowers or other Loan Party;


 


(e) Liens to secure Indebtedness permitted by Section 6.1(e) provided that such Liens shall not apply to any property or assets of the Loan Parties other than the Real Estate so financed or which is the subject of a sale-leaseback transaction;


 


(f) Liens to secure Indebtedness permitted by Section 6.1(q), provided that (i) such Lien shall not apply to any other property or asset of such Person, (ii) such Lien shall not have been incurred in contemplation of, or in connection with, such Permitted Acquisition, (iii) shall secure only those obligations that it secures as of the date of the Permitted Acquisition, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, and (iv) shall not apply to any Collateral;


 


(g) Liens existing on assets prior to the acquisition thereof, which are directly or indirectly acquired in a Permitted Acquisition provided that (i) such Liens secure Indebtedness permitted under Section 6.1 hereof or obligations to a lessor under a lease of Real Estate to a Loan Party, (ii) such Liens are not created in contemplation of or in connection with such Permitted Acquisition, (iii) such Liens shall not apply to any other property or assets of a Loan Party, (iv) such Liens shall secure only the Indebtedness or other obligations that such Liens secure on the date of the Permitted Acquisition; and (v) such Liens shall not attach to assets which would be of a type included as Collateral or in the Borrowing Base, except for non-material Liens acceptable to the Administrative Agent; and


 


(h) Liens on cash and cash equivalents to secure letters of credit permitted pursuant to Section 6.1(q).


 


6.3 Fundamental Changes.  (a)           The Borrowers shall not, and shall not permit any other Loan Party to, liquidate, merge, amalgamate, or consolidate into or with any other Person or enter into or undertake any plan or agreement of liquidation, merger, amalgamation, or consolidation with any other Person, provided that (i) a Loan Party may merge or amalgamate with another Person in connection with a Permitted Acquisition if such Loan Party is the surviving company, (ii) any wholly-owned Subsidiary of any Borrower may merge, amalgamate, or consolidate into or with such Borrower or any other wholly-owned Subsidiary of such Borrower if no Default or Event of Default has occurred and is continuing or would result from such merger and if such Borrower, a Loan Party (if such Loan Party is a party to such merger) or such Subsidiary is the surviving company, (iii) a Subsidiary of any Borrower may merge or amalgamate into another entity in connection with a Permitted Acquisition if, upon consummation of such merger or amalgamation, the surviving entity shall be a direct or indirect wholly-owned Subsidiary of such Borrower and becomes a Borrower or Facility Guarantor and a party to the Security Documents, (iv) any Domestic Subsidiary may merge into any other Domestic Subsidiary, provided that if a Loan Party is a party to such merger, either such Loan Party shall be the surviving company or the surviving company shall become a Loan Party, and (v) the Lead Borrower may merge with a newly formed shell corporation, the sole purpose and effect of which merger is to reincorporate the Lead Borrower in a state of the United States of America other than the State of New York and where the surviving corporation in such merger has  complied with its obligations under Section 5.14 hereof simultaneously with such merger.


 


(b) The Borrowers shall not, and shall not permit any other Loan Party to, engage to any material extent in any business other than businesses of the type conducted by the Loan Parties on the date of execution of this Agreement and businesses reasonably related thereto, except that any Loan Party may withdraw from any business activity which such Loan Party reasonably deems unprofitable or unsound, provided that promptly after such withdrawal, the Lead Borrower shall provide the Administrative Agent with written notice thereof.


 


6.4 Investments, Loans, Advances, Guarantees and Acquisitions. The Borrowers shall not, and shall not permit any other Loan Party to, purchase, hold or acquire (including pursuant to any merger or amalgamation with any Person that was not a wholly owned Subsidiary prior to such merger or amalgamation) any Capital Stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, guarantee any Indebtedness of, or make or permit to exist any Investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (each of the foregoing, an “Investment”), except for:


 


(a) Permitted Acquisitions;


 


(b) Permitted Investments;


 


(c) Investments existing on the Closing Date, and set forth on Schedule 6.4, to the extent such investments would not be permitted under any other clause of this Section;


 


(d) Investments 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;


 


(e) Investments in Hedging Agreements other than for speculative purposes, entered into in the ordinary course of business;


 


(f) Permitted Stock Repurchases, as long as no Event of Default exists at the time of making of such Permitted Stock Repurchase or would arise therefrom;


 


(g) Investments by a Loan Party in a Subsidiary (including, without limitation, in a Foreign Subsidiary) which is not a Loan Party, in a joint venture (including, without limitation, in or with a foreign Person) or in a Person (including, without limitation, in a foreign Person)which constitutes a minority equity interest in such Person provided that such Investments do not exceed $35,000,000 for any single Investment or $100,000,000 in the aggregate for all such Investments after the Closing Date, unless, in each case, the Payment Conditions are satisfied; and provided further that for purposes of calculation, the amount of any Investment shall be the aggregate cash Investment less all cash returns, cash dividends and cash distributions (or the fair market value of any non-cash returns, dividends and distributions) received by such Loan Party from such Subsidiary, joint venture or Person;


 


(h) Investments by a Loan Party Borrower in another Loan Party;


 


(i) Commissions, loans or advances to employees for the purpose of travel, entertainment or relocation in the ordinary course of business and consistent with past practices, provided that the aggregate amount thereof outstanding at any one time shall not, if not repaid, be reasonably expected to have a Material Adverse Effect; and


 


(j) other Investments in an aggregate amount not to exceed $35,000,000 after the Closing Date.


 


6.5 Asset Sales.


 


The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of any asset, including any Capital Stock, nor will the Loan Parties issue any additional shares of its Capital Stock or other ownership interests in such Loan Party, or issue any shares of Disqualified Stock, except as long as no Event of Default would arise therefrom:


 


(a) (i) sales of Inventory, or (ii) used, obsolete or surplus property, or (iii)  Permitted Investments, in each case in the ordinary course of business;


 


(b) sales, transfers and dispositions among the Loan Parties;


 


(c) the sale of the Headquarters;


 


(d) the sale and leaseback of any other of the Loan Parties’ Real Estate or other fixed assets;


 


(e) the Designated Dispositions;


 


(f) other sales, transfers, or dispositions of assets not in the ordinary course of business (including retail store locations) provided that (x) no Default or Event of Default then exists or would arise therefrom and (y) if the fair market value of all such other sales, transfers and dispositions exceeds $35,000,000 for the Loan Parties in the aggregate during any Fiscal Year (net of the related sales costs, if any, of such other property), all of the proceeds of such sale, transfer or disposition (net of the related sales costs, if any, of such other property) in excess of $35,000,000 shall be paid to the Administrative Agent (whether or not a Cash Dominion Event has occurred and is then continuing) for application to the Obligations, provided further that, if a Cash Dominion Event then exists and is continuing, all of such proceeds (and not only those in excess of $35,000,000) shall be paid to the Administrative Agent for application to the Obligations; and


 


(g) the issuance of additional shares of Capital Stock or other ownership interests in a Loan Party (other than Disqualified Stock) as long as no Change in Control results therefrom;


 


provided that all sales, transfers, leases and other dispositions permitted hereby (other than sales, transfers and other disposition permitted under clauses (a)(ii), (b) and (g)) shall be made at arm’s length and for fair value and solely for cash consideration; and further provided that the authority granted hereunder may be terminated in whole or in part by the Administrative Agent upon the occurrence and during the continuance of any Event of Default.


 


6.6 Restrictive Agreements. The Borrowers will not, and will not permit any other Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any Loan Party to create, incur or permit to exist any Lien upon any of its property or assets in favor of the Secured Parties, or (b) the ability of (i) any Loan Party (other than the Lead Borrower) to pay dividends or other distributions with respect to any shares of its Capital Stock or (ii) any Loan Party to make or repay loans or advances to any Loan Party or to guarantee Indebtedness of any Loan Party, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by Applicable Law or by the Loan Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the Closing Date identified on Schedule 6.6 hereto (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of this Section shall not apply to restrictions of conditions imposed by any agreement relating to secured Indebtedness permitted hereunder if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (v) clause (a) of this Section shall not apply to customary provisions in leases or licenses or other agreements, including, without limitation, those relating to franchises, patents, copyrights, trademarks, tradenames, service marks, licenses and permits, and other intellectual property restricting the assignment thereof.


 


6.7 Restricted Payments; Certain Payments of Indebtedness.  (a) The Borrowers will not, and will not permit any other Loan Party to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as long as no Default or Event of Default exists or would arise therefrom (i) the Lead Borrower may declare and pay dividends quarterly with respect to its Capital Stock provided that the aggregate of all such dividends shall not exceed $35,000,000 for any single dividend declared to stockholders or $100,000,000 in the aggregate for all such dividends after the Closing Date, unless, in each case, the Payment Conditions are satisfied, (ii) the Lead Borrower may declare dividends payable solely in additional shares of its common stock, (iii) the Subsidiaries of the Lead Borrower may declare and pay cash dividends with respect to their Capital Stock, and (iv) the Lead Borrower may make Permitted Stock Repurchases.


 


(b)           The Borrowers will not at any time, and will not permit any other Loan Party to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness (other than the Loans), except:


 


(i) payment when due (excluding any voluntary prepayments and, unless otherwise agreed by the Required Lenders, payments due upon a Change in Control) of principal, interest, fees and expense reimbursements with respect to Indebtedness permitted under Section 6.1, but only to the extent required under the terms of the documents evidencing such Indebtedness;


 


(ii) voluntary prepayments of Indebtedness (including, without limitation, deposits of assets to defease the Senior Notes and purchases, repurchases or redemptions of all or any portion of the Senior Notes, whether on the open market or otherwise but excluding voluntary prepayments of Subordinated Debt), as long as the Payment Conditions are satisfied;


 


(iii) Intentionally Omitted; and


 


(iv) refinancings of Indebtedness described in clauses (i) and (ii), above, to the extent permitted by Section 6.1, including, without limitation, any refinancing as a result of any rollover loans, publicly issued or privately placed notes or exchange notes issued in exchange for such Indebtedness, and all fees and expenses payable in connection with such refinancing.


 


6.8 Transactions with Affiliates.  Except as set forth on Schedule 3.16 and Restricted Payments and other transactions expressly permitted under the terms of this Agreement, the Loan Parties will not at any time sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, officers or directors, except (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to the Loan Parties than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Loan Parties not involving any of its Affiliates, officers or directors which would not otherwise violate the provisions of the Loan Documents, and (c) advances for commissions, travel and other similar purposes in the ordinary course of business to directors, officers and employees.


 


6.9 Additional Subsidiaries.  The Borrowers will not, and will not permit any other Loan Party to, create any additional Subsidiary unless no Default or Event of Default would arise therefrom and the requirements of Section 5.14, to the extent applicable, are satisfied.


 


6.10 Amendment of Material Documents. The Borrowers will not, and will not permit any other Loan Party to, amend, modify or waive any of its rights under (a) its Charter Documents, or (b) any other Material Indebtedness or material agreements, in each case to the extent that such amendment, modification or waiver could reasonably likely to result in a Material Adverse Effect.


 


6.11 Environmental Laws.  The Loan Parties shall not (a) fail to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, or (b) become subject to any Environmental Liability, in each case which is reasonably likely to have a Material Adverse Effect.


 


6.12 Fiscal Year.  The Loan Parties shall not change their Fiscal Year without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld.


 


6.13 Minimum Fixed Charge Coverage Ratio.   If Excess Availability is less than the greater of (i) seventeen and one-half (17.5%) percent of the lesser of the then (x) Total Commitments or (y) Borrowing Base and (ii) $25,000,000 at any time, the Loan Parties shall maintain a Fixed Charge Coverage Ratio, calculated on a trailing four Fiscal Quarters basis of not less than 1.0:1.0.  Such Fixed Charge Coverage Ratio shall be first tested monthly as of the month ending immediately prior to the date that Excess Availability is first less than the greater of (i) seventeen and one-half (17.5%) percent of the lesser of the then (x) Total Commitments or (y) Borrowing Base and (ii) $25,000,000 and shall continue to be tested until Excess Availability has exceeded the greater of (i) seventeen and one-half (17.5%) percent of the lesser of the then (x) Total Commitments or (y) Borrowing Base and (ii) $25,000,000 on each day for two consecutive Fiscal Quarters.


 


7.  EVENTS OF DEFAULT.


 


7.1 Events of Default.  If any of the following events (“Events of Default”) shall occur:


 


(a) Any Loan Party shall fail to pay any principal or interest with respect to any Loan or any reimbursement obligation in respect of any L/C Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b) Any Loan Party shall fail to pay any fees or other amounts due under this Agreement or any other Loan Document (other than an amount referred to in clause (a) of this Section), within three (3) Business Days of the date when same shall become due and payable;


 


(c) any representation or warranty made or deemed made by or on behalf of any Loan Party in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made;


 


(d) the Loan Parties shall fail to observe or perform any covenant, condition or agreement contained in Sections 2.23, 5.1(a), 5.1(b), 5.1(d), 5.1(e), 5.1(f), 5.2, 5.4, 5.7, 5.9, 5.13, 5.14 or in Section 6;


 


(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b), (c), or (d) of this Section), and such failure shall continue unremedied for a period of 15 days after notice thereof from the Administrative Agent to the Lead Borrower;


 


(f) any Borrower shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness when and as the same shall become due and payable (after giving effect to the expiration of any grace or cure period set forth therein) other than a failure to make any payment in respect of a Guarantee where such payment is prohibited by Section 6.1(o);


 


(g) any Loan Party shall fail to perform any material covenant or condition contained in any material contract or agreement to which it is party as and when such performance is required (after giving effect to the expiration of any grace or cure period set forth therein);


 


(h) any event or condition occurs that (i) results in any Material Indebtedness becoming due prior to its scheduled maturity or (ii) enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, or to undertake any enforcement action with respect to any Material Indebtedness, unless in the case of this clause (ii) such action is being contested in good faith by appropriate proceedings, such contest effectively suspends any enforcement action, and pending such contest, a Material Adverse Effect could not reasonably be expected to result therefrom, provided that with respect to any Material Indebtedness which is with recourse only to specific assets of the Loan Parties, the foregoing shall not constitute an Event of Default unless a Material Adverse Effect could reasonably be expected to result from such action;


 


(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Loan Party or its debts or which seeks to stay or has the effect of staying any creditor, or of a substantial part of its assets, under any federal, state or provincial bankruptcy, insolvency, receivership, liquidation, winding up, corporate or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator, administrator, monitor, or similar official for any Loan Party or for a substantial part of its assets, and, in any such case, either (x) such proceeding or petition shall continue undismissed for 30 days or an order or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect for 60 days, or (y) a Material Adverse Effect shall have occurred;


 


(j) any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state  or provincial bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator, administrator, monitor, or similar official for any Loan Party or for a substan­tial part of its assets, (iv) file an answer admit­ting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;


 


(k) any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;


 


(l) one or more uninsured judgments for the payment of money in an aggregate amount in excess of $15,000,000 shall be rendered against any Loan Party or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any material assets of any Loan Party to enforce any such judgment;


 


(m) (i)           any challenge by or on behalf of any Loan Party or other Person to the validity of any Loan Document or the applicability or enforceability of any Loan Document strictly in accordance with the subject Loan Document’s terms or which seeks to void, avoid, limit, or otherwise adversely affect any security interest created by or in any Loan Document or any payment made pursuant thereto;


 


(ii)           any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party or other Person not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document;


 







(n) a Change in Control shall occur;


 


(o) an ERISA Event or Termination Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events or Termination Events that have occurred, could reasonably be expected to result in liability of the Borrowers in an aggregate amount exceeding $15,000,000;


 


(p) the occurrence of any uninsured loss (exclusive of any deductible retained by the Borrowers under its insurance policies) to any material portion of the Collateral;


 


(q) the indictment of, or institution of any legal process or proceeding against, any Loan Party, under any federal, state, provincial, municipal, and other civil or criminal statute, rule, regulation, order, or other requirement having the force of law where the relief, penalties, or remedies sought or available include the forfeiture of any material portion of the Collateral;


 


(r) there is filed against any Loan Party any action, suit, or proceeding under any federal, state, or provincial racketeering statute (including the Racketeer Influenced and Corrupt Organization Act of 1970), which action, suit, or proceeding (i) is not dismissed within one hundred twenty (120) days and (ii) could reasonably be expected to result in the confiscation or forfeiture of any material portion of the Collateral;


 


(s) the imposition of any stay or other order, the effect of which could reasonably be to restrain in any material way the conduct by the Loan Parties, taken as a whole, of their business in the ordinary course; or


 


(t) except as otherwise permitted hereunder, the determination by any Loan Party, whether by vote of such Person’s board of directors or otherwise to: suspend the operation of such Person’s business in the ordinary course, liquidate all or a material portion of such Person’s assets or store locations, or employ an agent or other third party to conduct any so-called store closing, store liquidation or “Going-Out-Of-Business” sales.


 


then, and in every such event (other than an event with respect to each Loan Party described in clause (h) or (i) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Lead Borrower, take any of the following actions, at the same or different times: (i) reduce the Total Commitments, or the advance rates against Eligible Accounts and/or Eligible Inventory used in computing the Borrowing Base, or reduce one or more of the other elements used in computing the Borrowing Base or, without limiting the definitions of Availability Reserves or Inventory Reserves, establish additional Reserves or increase any Reserves thereunder; (ii) restrict the amount of or refuse to make Revolving Loans; (iii) restrict or refuse to provide Letters of Credit or Acceptances, (iv) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (v) declare the Loans and other Obligations then outstanding to be due and payable, and thereupon the principal of the Loans and Obligations so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and (vi) require the Borrowers to furnish cash collateral in an amount equal to 105% of the Letter of Credit Outstandings, (to be applied in accordance with the provisions of Section 2.7(k) hereof) and in case of any event with respect to any Borrower described in clause (h) or (i) of this Section, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Loan Parties accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties.


 


7.2 ­Remedies on Default.  In case any one or more of the Events of Default shall have occurred and be continuing, and whether or not the maturity of the Loans and other Obligations shall have been accelerated pursuant hereto, the Administrative Agent may, and at the direction of the Required Lenders shall, proceed to protect and enforce its rights and remedies under this Agreement or any of the other Loan Documents by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agents or the Lenders. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law.


 


7.3 ­Application of Proceeds. After the occurrence of an Event of Default and acceleration of the Obligations, all proceeds realized from any Loan Party or on account of any Collateral shall be applied in the manner set forth in Section 2.24 of this Agreement. All amounts required to be applied to Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage.


 


8.  THE AGENTS.


 


8.1 Administration by Administrative Agent.  Each Lender, the Collateral Agent, the Issuing Banks, the Acceptance Lenders and each Secured Party hereby irrevocably designate Bank of America, N.A. as Administrative Agent under this Agreement and the other Loan Documents.  The general administration of the Loan Documents shall be by the Administrative Agent. The Lenders, the Collateral Agent, the Issuing Banks, the Acceptance Lenders and the Secured Parties each hereby irrevocably authorizes the Administrative Agent (i) to enter into the Loan Documents to which it is a party and (ii) at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such powers under the Loan Documents as are delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental thereto. The Administrative Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Administrative Agent.


 


8.2 Appointment and Duties of Collateral Agent. Each Lender, the Administrative Agent, the Issuing Banks, the Acceptance Lenders and each Secured Party hereby irrevocably (i) designate Bank of America, N.A. as Collateral Agent under this Agreement and the other Loan Documents, (ii) authorize the Collateral Agent to enter into the Security Documents and the other Loan Documents to which it is a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (iii) agree and consent to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.20, 2.24, or 7.3, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent.


 


Without limiting the generality of the foregoing, for the purposes of creating a solidarite′ active in accordance with Article 1541 of the Civil Code of Quebec, between each Secured Party, taken individually, and the Collateral Agent, each Loan Party and each Secured Party (on its own behalf) acknowledges and agrees with the Collateral Agent that such Secured Party and the Collateral Agent are conferred the legal status of solidary creditors of each Loan Party in respect of all Obligations, present and future, owed by each Loan Party to each Secured Party and the Agents hereunder and under the other Loan Documents (collectively, the “Solidary Claim”).  Accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code of Quebec, each Loan Party is irrevocably bound to the Collateral Agent and each other Secured Party in respect of the entire Solidary Claim of the Collateral Agent and such Secured Party.  As a result of the foregoing, the parties hereto acknowledge that the Collateral Agent and each other Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Collateral Agent and such other Secured Party and the right to give full acquittance for it and that, accordingly, without limiting the generality of the foregoing, the Collateral Agent, as solidary creditor for itself and each other Secured Party, shall, at all times have a valid and effective right of action in respect of all Obligations, present and future, owed by each Loan Party to the Collateral Agent and to the other Secured Parties or any of them under this Agreement and the other Loan Documents and the right to give a full acquittance for the same.  The parties further agree and acknowledge that the Collateral Agent's Liens on the Collateral shall be granted to the Collateral Agent, for its own benefit and for the benefit of the other Secured Parties and as solidary creditor as hereinabove set forth.


 


8.3 ­Sharing of Excess Payments; Payments Set Aside.


 


(a) Each of the Lenders, the Agents, the Issuing Banks and Acceptance Lenders agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrowers, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender, Agent, Issuing Bank or Acceptance Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of the Obligations owed it (an “excess payment”) as a result of which such Lender, Agent, Issuing Bank or Acceptance Lender has received payment of any Loans or other Obligations outstanding to it in excess of the amount that it would have received if all payments at any time applied to the Loans and other Obligations had been applied in the order of priority set forth in Section 7.3, then such Lender, Agent, Issuing Bank or Acceptance Lender shall promptly purchase at par (and shall be deemed to have thereupon purchased) from the other Lenders, such Agent, the Issuing Banks and Acceptance Lenders, as applicable, a participation in the Loans and Obligations outstanding to such other Persons, in an amount determined by the Administrative Agent in good faith as the amount necessary to ensure that the economic benefit of such excess payment is reallocated in such manner as to cause such excess payment and all other payments at any time applied to the Loans and other Obligations to be effectively applied in the order of priority set forth in Section 7.3 pro rata in proportion to its Commitment Percentage; provided, that if any such excess payment is thereafter recovered or otherwise set aside such purchase of participations shall be correspondingly rescinded (without interest). The Borrowers expressly consent to the foregoing arrangements and agree that any Lender, any Agent, any Issuing Bank, or any Acceptance Lender holding (or deemed to be holding) a participation in any Loan or other Obligation may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by such Borrower to such Lender, Agent, Issuing Bank or Acceptance Lender as fully as if such Lender, Agent, Issuing Bank, or Acceptance Lender held a Note and was the original obligee thereon, in the amount of such participation.


 


(b) To the extent that any payment by or on behalf of the Loan Parties is made to any Lender, or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under the Bankruptcy Code or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender, Issuing Bank and Acceptance Lender severally agrees to pay to the Agents upon demand its pro rata share (without duplication) of any amount so recovered from or repaid by the Agents.  The obligations of the Lenders, the Issuing Banks and the Acceptance Lenders under clause (ii) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.


 


8.4 ­Agreement of Applicable Lenders. Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Applicable Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Applicable Lenders, and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 9.2.


 


8.5 ­Liability of Agents.


 


(a) Each of the Agents, when acting on behalf of the Lenders, the Issuing Banks and Acceptance Lenders, may execute any of its respective duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their respective directors, officers, agents or employees shall be liable to the Lenders, Issuing Banks or Acceptance Lenders or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders, Issuing Banks or Acceptance Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent’s own gross negligence or willful misconduct. The Agents and their respective directors, officers, agents and employees shall in no event be liable to the Lenders, Issuing Banks or Acceptance Lenders or to any of them for any action taken or omitted to be taken by them pursuant to instructions received by them from the Applicable Lenders or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, none of the Agents, nor any of their respective directors, officers, employees, or agents (A) shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, or (B) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent or the Collateral Agent, as applicable, is required to exercise as directed in writing by the Applicable Lenders, provided that no Agent shall be required to take any action that, in its respective opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, or (C) shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, or shall be liable for the failure to disclose, any information relating to the Loan Parties or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent, the Collateral Agent or any of its Affiliates in any capacity, or (D) shall be responsible to any Lender, Issuing Bank or Acceptance Lender for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recital, statement, warranty or representation in, this Agreement, any Loan Document or any related agreement, document or order, or (E) shall be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents, or (F) shall be responsible to any Lender, Issuing Bank or Acceptance Lender for the state or condition of any properties of the Loan Parties or any other obligor hereunder constituting Collateral for the Obligations of the Loan Parties hereunder or under any of the other Loan Documents, or any information contained in the books or records of the Loan Parties; or (G) shall be responsible to any Lender, Issuing Bank or Acceptance Lender for the validity, enforceability, collectibility, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument furnished in connection therewith; or (H) shall be responsible to any Lender, Issuing Bank or Acceptance Lender for the validity, priority or perfection of any Lien securing or purporting to secure the Obligations or the value or sufficiency of any of the Collateral.


 


(b) The Agents may execute any of their duties under this Agreement or any other Loan Document by or through their agents or attorneys-in-fact, and shall be entitled to the advice of counsel concerning all matters pertaining to their rights and duties hereunder or under the Loan Documents.  The Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by them with reasonable care.


 


(c) None of the Agents nor any of their respective directors, officers, employees, or agents shall have any responsibility to the Borrowers on account of the failure or delay in performance or breach by any Lender (other than by any Agent in its capacity as a Lender), Issuing Bank or Acceptance Lender of any of their respective obligations under this Agreement or any of the other Loan Documents or in connection herewith or therewith.


 


(d) The Agents shall be entitled to rely, and shall be fully protected in relying, upon any notice, consent, certificate, affidavit, or other document or writing believed by them to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon the advice and statements of legal counsel (including, without, limitation, counsel to the Loan Parties), independent accountants and other experts selected by the Agents.  The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Applicable Lenders as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense which may be incurred by them by reason of the taking or failing to take any such action.


 


8.6 Notice of Default. The Agents shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Agents have actual knowledge of the same or have received notice from a Lender or the Lead Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.  In the event that the Agents obtain such actual knowledge or receives such a notice, the Agents shall give prompt notice thereof to each of the Lenders.  The Agents shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Applicable Lenders.  Unless and until the Agents shall have received such direction, the Agents may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to any such Default or Event of Default as they shall deem advisable in the best interest of the Lenders.  In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that the Agents’ compliance with such directions would be unlawful.


 


8.7 Lenders’ Credit Decisions. Each Lender acknowledges that it has, independently and without reliance upon the Agents or any other Lender, and based on the financial statements prepared by the Loan Parties and such other documents and information as it has deemed appropriate, made its own credit analysis and investigation into the business, assets, operations, property, and financial and other condition of the Loan Parties and has made its own decision to enter into this Agreement and the other Loan Documents.  Each Lender also acknowledges that it will, independently and without reliance upon the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in determining whether or not conditions precedent to closing any Loan hereunder have been satisfied and in taking or not taking any action under this Agreement and the other Loan Documents.


 


8.8 ­Reimbursement and Indemnification. Each Lender agrees (i) to reimburse (x) each Agent for such Lender’s Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders, Issuing Banks or Acceptance Lenders under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, Issuing Banks or Acceptance Lenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender’s Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders, Issuing Banks or Acceptance Lenders that the Loan Parties have agreed to reimburse pursuant to Section 9.3 of this Agreement or pursuant to any other Loan Document and has failed to so reimburse and (ii) to indemnify and hold harmless the Agents and any of their directors, officers, employees, or agents, on demand, in the amount of such Lender’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Borrowers (except such as shall result from their respective gross negligence or willful misconduct).  The provisions of this Section 8.8 shall survive the repayment of the Obligations and the termination of the Commitments.


 


8.9 ­Rights of Agents. It is understood and agreed that the Agents shall have the same rights and powers hereunder (including the right to give such instructions) as the other Lenders and may exercise such rights and powers, as well as its rights and powers under other agreements and instruments to which it is or may be party, and engage in other transactions with the Loan Parties, as though it were not the Administrative Agent or the Collateral Agent, respectively, of the Lenders under this Agreement.  Without limiting the foregoing, the Agents and their Affiliates may accept deposits from, lend money to, and generally engage in any kind of commercial or investment banking, trust, advisory or other business with the Loan Parties and their Subsidiaries and Affiliates as if they were not the Agents hereunder.


 


8.10 ­Notice of Transfer. The Agents may deem and treat a Lender party to this Agreement as the owner of such Lender’s portion of the Obligations for all purposes, unless and until, and except to the extent, an Assignment and Acceptance shall have become effective as set forth in Section 9.5(b).


 


8.11 ­Successor Agent. Any Agent may resign at any time by giving five (5) Business Days’ written notice thereof to the Lenders, the Issuing Banks, the Acceptance Lenders, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, the Required Lenders shall have the right to appoint a successor Agent, which so long as there is no Default or Event of Default shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the Lenders, the other Agents, the Issuing Banks and the Acceptance Lenders, appoint a successor Agent which shall be (i) a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Person capable of complying with all of the duties of such Agent (and the Issuing Banks), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default or Event of Default shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.


 


8.12 ­Reports and Financial Statements. Promptly after receipt thereof from the Borrowers, the Administrative Agent shall remit to each Lender and the Collateral Agent copies of all financial statements required to be delivered by the Borrowers hereunder and all commercial finance examinations and appraisals of the Collateral received by the Administrative Agent (collectively, the “Reports”) .  Each Lender


 


(i) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report;


 


(ii) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Administrative Agent or any other Person performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel;


 


(iii) subject to the provisions of Section 9.16, if applicable, agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its Participants, or use any Report in any other manner; and


 


(iv) without limiting the generality of any other indemnification provision contained in this Agreement, agrees:  (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Loan Parties, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.


 


8.13 Defaulting Lender.  Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a) The sum of such Defaulting Lender’s outstanding Revolving Credit Loans plus its risk participations in outstanding Swingline Loans and Letter of Credit Outstandings (collectively, its “Credit Exposure”) and such Defaulting Lender’s Commitment shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.2); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender;


 


(b) Subject to clause (c) below, a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments, the Lenders’ respective Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency;


 


(c) At the option of the Borrowers, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 8.3) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent, (i) first, to the payment of any amounts owing by such Defaulting Lender to any Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder, (iii) third, if so determined by the Administrative Agent or requested by an Issuing Bank or the Swingline Lender, held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect of any existing or future participating interest in any Swingline Loan or Letter of Credit, (iv) fourth, to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (v) fifth, if so determined by the Administrative Agent and the Borrowers, held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loans under this Agreement, (vi) sixth, to the payment of any amounts owing to the Lenders or any Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or such Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (vii) seventh, to such Defaulting Lender; provided that if such payment is (x) a prepayment of the principal amount of any Loans or reimbursement obligations in respect of LC Disbursements which a Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Section 4.2 are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender.


 


(d) The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (a) through (c) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid.


 


(e) The non-defaulting Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (prorata, based on the respective Commitments of those Lenders electing to exercise such right) the Defaulting Lender’s Commitment to fund future Loans (the “Defaulting Lender’s Future Commitment”).  Upon any such purchase of the Commitment Percentage of any Defaulting Lender’s Future Commitment, the Defaulting Lender’s share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance.  Each Defaulting Lender shall indemnify the Agents and each non-defaulting Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and funds advanced by any Agent or by any non-defaulting Lender, on account of a Defaulting Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Loan Documents.  Nothing contained in this Section 8.13(e) shall be deemed to limit or modify the rights of the Borrowers pursuant to Section 2.30 hereof.


 


8.14 Agency for Perfection.  Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Liens, for the benefit of the Agents and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other Applicable Law of the United States of America or Canada under the PPSA or otherwise can be perfected only by possession.  Should any Lender (other than the Agents) obtain possession of any such Collateral, such Lender shall notify the Agents thereof, and, promptly upon the Agents’ request therefor shall deliver such Collateral to the Agents or otherwise deal with such Collateral in accordance with the Agents’ instructions.


 


8.15 Relation Among the Lenders.  The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Agents) authorized to act for, any other Lender.


 


8.16 Administrative Agent May File Proofs of Claim.  In case of the pendency of any proceeding under the Bankruptcy Code or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or Letter of Credit or Acceptance shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Loan Parties) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letters of Credit, Acceptance Reimbursement Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks, the Acceptance Lenders, the Administrative Agent and the other Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks, the Acceptance Lenders, the Administrative Agent, such Secured Parties and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks, the Acceptance Lenders, the Administrative Agent, such Secured Parties under Sections 2.7, 2.12, 2.13, 2.14, 2.15 and 9.3 allowed in such judicial proceeding; and


 


(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee, liquidator, sequestrator, monitor or other similar official in any such judicial proceeding is hereby authorized by each Lender, Issuing Bank and Acceptance Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks and the Acceptance Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.12 through 2.15 and 9.3.


 


Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender, any Issuing Bank or any Acceptance Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, any Issuing Bank or any Acceptance Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender, any Issuing Bank or any Acceptance Lender in any such proceeding.







8.17 Collateral and Guaranty Matters.  The Lenders irrevocably authorize the Agents, at their option and in their discretion,


 


(a) to execute a release of any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Commitments and (A) payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been asserted), (B) (x) the expiration or termination of all Letters of Credit or (y) the deposit of cash collateral with the Administrative Agent in an amount equal to 105% of the Letter of Credit Outstandings, and (C) the providing of collateral security to the extent required by Section 9.6 hereof, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing by the Applicable Lenders in accordance with Section 9.2;


 


(b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.2(d); and


 


(c) to release any Guarantor from its obligations under the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.


 


Upon request by any Agent at any time, the Applicable Lenders will confirm in writing such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 8.17.  In each case as specified in this Section 8.17, the Agents will, at the Loan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 8.17.







8.18 Syndication Agent, Documentation Agents, and Lead Arrangers and Lead Bookrunners. Notwithstanding the provisions of this Agreement or any of the other Loan Documents, the Syndication Agent and the co-Documentation Agents shall have no powers, rights, duties, responsibilities or liabilities in such capacities with respect to this Agreement and the other Loan Documents.


 


9.  MISCELLANEOUS.


 


9.1 Notices. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:


 


(a) if to any Loan Party, to it at Brown Shoe Company, Inc., 8300 Maryland Avenue, St. Louis, Missouri 63105, Attention: Chief Financial Officer (Telecopy No. (314) 854-2152), with a copies to Bryan Cave LLP, One Metropolitan Square, 211 North Broadway, St. Louis, Missouri 63102, Attention: William Seabaugh, Esquire (Telecopy No. (314) 259-2020) and Bryan Cave LLP 1290 Avenue of the Americas, New York, New York 10104, Attention: Jeffrey S. Chavkin, Esquire (Telecopy No. (212) 904-0501);


 


(b) if to the Administrative Agent or the Collateral Agent, to Bank of America, N.A., 100 Federal Street, Boston, Massachusetts 02110, Attention: Keith Vercauteren (Telecopy No. (617) 434-4339), with a copy (other than with respect to notices of borrowing and interest rate elections or conversions) to Riemer & Braunstein LLP, Three Center Plaza, Boston, Massachusetts 02108, Attention: David S. Berman, Esquire (Telecopy No. (617) 880-3456);


 


(c) if to any other Lender, to it at its address (or telecopy number) set forth on the signature pages hereto or on any Assignment and Acceptance for such Lender.


 


Any party hereto may change its address or telecopy number for notices and other communi­cations hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given three days after mailing or otherwise on the date of receipt.


 


9.2 Waivers; Amendments.


 


(a) No failure or delay by the Agents, the Issuing Banks, the Acceptance Lenders or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discon­tinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents, the Issuing Banks, the Acceptance Lenders and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit or Acceptance shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Agents, any Lender, any Issuing Bank or any Acceptance Lender may have had notice or knowledge of such Default or Event of Default at the time.


 


(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agree­ment, pursuant to an agreement or agreements in writing entered into by the Loan Parties and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agents and the Loan Parties that are parties thereto, in each case with the consent of the Required Lenders, provided that no such agreement shall (i) increase the Commitment of any Lender without such Lender’s prior consent, (ii) except as provided in Section 2.2, increase the Total Commitments without the written consent of all of the Lenders, (iii) reduce the principal amount of any Loan or L/C Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iv) postpone the scheduled date of payment of the principal amount of any Loan or L/C Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of the Commitments or the Maturity Date, without the written consent of each Lender affected thereby, (v) change Sections 2.8(b), 2.8(c), 2.20, 2.23, or 2.24, without the written consent of each Lender, (vi) change any of the provisions of this Section 9.2 or the definition of the term “Required Lenders”, “Super-Majority Lenders”, “Minority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vii) release any Loan Party from its obligations under any Loan Document, or limit its liability in respect of such Loan Document (except to the extent permitted in the Loan Documents), without the written consent of each Lender, (viii) except for sales described in Section 6.5 or as permitted in the Security Documents, release any material portion of the Collateral from the Liens of the Security Documents, without the written consent of each Lender, (ix) change the definition of the term “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrowers would be increased, without the written consent of each Lender, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves, provided further that the Administrative Agent shall not change or eliminate the Reserve set forth in Section 5.5(b) hereof without the consent of the Super-Majority Lenders, (x) increase the Permitted Overadvance, without the written consent of each Lender, (xi) except as permitted hereunder, subordinate the Obligations hereunder, or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be without the prior written consent of each Lender, or (xii) increase the amount available as Swingline Loans without the prior written consent of each Lender, and provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agents, the Issuing Banks or the Acceptance Lenders without the prior written consent of the Agents, the applicable Issuing Bank or the applicable Acceptance Lender, as the case may be.


 


(c) Notwithstanding anything to the contrary contained in this Section 9.2, in the event that the Lead Borrower requests that this Agreement or any other Loan Document be modified, amended or waived in a manner which would require the consent of the Lenders pursuant to Section 9.2(b) and such amendment is approved by the Required Lenders, but not by the requisite percentage of the Lenders, the Borrowers, and the Required Lenders shall be permitted to amend this Agreement without the consent of the Lender or Lenders which did not agree to the modification or amendment requested by the Lead Borrower (such Lender or Lenders, collectively the “Minority Lenders”) subject to providing for (w) the termination of the Commitment of each of the Minority Lenders, (x) the addition to this Agreement of one or more other financial institutions which would qualify as an Eligible Assignee (subject to the approval of the Administrative Agent, which approval shall not be unreasonably withheld), or an increase in the Commitment of one or more of the Required Lenders, so that the Total Commitments after giving effect to such amendment shall be in the same amount as the Total Commitments immediately before giving effect to such amendment, (y) if any Loans are outstanding at the time of such amendment, the making of such additional Loans by such new or increasing Lender or Lenders, as the case may be, as may be necessary to repay in full the outstanding Loans (including principal, interest, and fees) of the Minority Lenders immediately before giving effect to such amendment and (z) such other modifications to this Agreement or the Loan Documents as may be appropriate and incidental to the foregoing.


 


(d) No notice to or demand on any Loan Party shall entitle any Loan Party to any other or further notice or demand in the same, similar or other circumstances. Each holder of a Note shall be bound by any amendment, modification, waiver or consent authorized as provided herein, whether or not a Note shall have been marked to indicate such amendment, modification, waiver or consent and any consent by a Lender, or any holder of a Note, shall bind any Person subsequently acquiring a Note, whether or not a Note is so marked. No amendment to this Agreement shall be effective against any Loan Party unless signed by the applicable Loan Party.


 


9.3 Expenses; Indemnity; Damage Waiver .  The Loan Parties shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, outside consultants for the Agents, appraisers, and for commercial finance examinations, in connection with the arrangement of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provi­sions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Banks or Acceptance Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or Acceptance or any demand for payment thereunder, and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Banks, the Acceptance Lenders or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Agents, or the Issuing Banks, Acceptance Lenders or Lenders, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit or Acceptances issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit or Acceptances; provided that the Lenders who are not the Agents, the Issuing Banks or the Acceptance Lenders shall be entitled to reimbursement for no more than one counsel representing all such Lenders (absent a conflict of interest in which case the Lenders may engage and be reimbursed for additional counsel).


 


(b) The Loan Parties shall jointly and severally indemnify the Agents, the Issuing Banks, the Acceptance Lenders and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or Acceptance or the use of the proceeds therefrom (including any refusal by an Issuing Bank or Acceptance Lender to honor a demand for payment under a Letter of Credit or Acceptance if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or Acceptance), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party, or any Environmental Liability of any Loan Party, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, or (v) any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any other Loan Document, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any Affiliate of such Indemnitee (or of any officer, director, employee, advisor or agent of such Indemnitee or any such Indemnitee’s Affiliates).  In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel.


 


(c) To the extent that any Borrower fails to pay any amount required to be paid by it to the Agents, the Issuing Banks or Acceptance Lenders under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Agents, the Issuing Banks or the Acceptance Lenders, as the case may be, such Lender’s Commitment Percentage of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agents, the Issuing Banks or the Acceptance Lenders.


 


(d) To the extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated by the Loan Documents, any Loan or Letter of Credit or Acceptance or the use of the proceeds thereof.


 


(e) All amounts due under this Section shall be payable promptly after written demand therefor, which demand shall include calculations of the amount claimed in reasonable detail.


 


9.4 Designation of Lead Borrower as Borrowers’ Agent.


 


(a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as that Borrower’s agent to obtain Loans and Letters of Credit or Acceptances hereunder, the proceeds of which shall be available to each Borrower for those uses as those set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Agents and each Lender on account of Loans so made and Letters of Credit and Acceptances so issued hereunder as if made directly by the Lenders to that Borrower, notwithstanding the manner by which such Loans and Letters of Credit and Acceptances are recorded on the books and records of the Lead Borrower and of any Borrower.


 


(b) Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes, guarantees, and agrees to discharge all Obligations of all other Borrowers as if the Borrower so assuming and guarantying were each other Borrower.


 


(c) Subject to Section 2.7, the Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Loan.


 


(i)  The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. Neither the Agents nor any Lender shall have any obligation to see to the application of such proceeds.


 


(ii) If, for any reason, and at any time during the term of this Agreement,


 


(A)           any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement; or


 


(B)           the Administrative Agent deems it inexpedient (in the Administrative Agent’s sole and absolute discretion) to continue making Loans and cause Letters of Credit and Acceptances to be issued to or for the account of any particular Borrower, or to channel such Loans and Letters of Credit and Acceptances through the Lead Borrower,


 


then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit and Acceptances directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein.







(d) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit and Acceptances are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower.


 


(e) Each of the Borrowers shall remain jointly and severally liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and perfor­mance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit or Acceptances to be issued to or for the benefit of any Borrower.


 


(f) The authority of the Lead Borrower to request Loans on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives


 


(i) written notice of: (i) the termina­tion of such authority, and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Presidents of each Borrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and


 


(ii) written notice from such successive Lead Borrower (i) accept­ing such appointment; (ii) acknowledging that such removal and appoint­ment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.


 


9.5 Successors and Assigns .  (a)           The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank or Acceptance Lender that issues any Letter of Credit or Acceptance), except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any such attempted assignment or transfer without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank or Acceptance Lender that issues any Letter of Credit or Acceptance) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Issuing Banks, the Acceptance Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it), provided that (i) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, each of the Lead Borrower (but only if no Event of Default then exists), the Agents, the Lead Issuing Bank and the other Lenders that are then Issuing Banks must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed), (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 (and in $2,500,000 integral multiples in excess thereof) unless the Administrative Agent otherwise consents, (iii) unless a Lender has assigned and delegated all of its rights and obligations under the Loan Documents, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such Lender retains a Commitment in a minimum amount of $10,000,000, (iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations, and (v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $5,000.  Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obliga­tions under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.3). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section.  The Loan Parties hereby acknowledge and agree that any assignment shall give rise to a direct obligation of the Loan Parties to the assignee and that the assignee shall be considered to be a “Lender” for all purposes under this Agreement and the other Loan Documents


 


(c) The Administrative Agent, acting for this purpose as an agent of the Loan Parties, shall maintain at one of its offices in Boston, Massachusetts a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and L/C Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Loan Parties, the Administrative Agent, the Issuing Banks, the Acceptance Lenders and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Lead Borrower, the Issuing Banks, the Acceptance Lenders and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(d) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.


 


(e) Any Lender may, without the consent of the Loan Parties, the Agents, and the Issuing Banks or Acceptance Lenders, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it), provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the perform­ance of such obligations and (iii) the Loan Parties, the Agents, the Issuing Banks, the Acceptance Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells a participation in the Commitments, the Loans, the Letters of Credit Outstandings and the Acceptance Reimbursement Obligations shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents, provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.2(b) that affects such Participant. Subject to paragraph (f) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.25, 2.27, and 2.28 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.9 as though it were a Lender, provided such Participant agrees to be subject to Section 2.27(c) as though it were a Lender.


 


(f) A Participant shall not be entitled to receive any greater payment under Sections 2.25, 2.27 and 2.28 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Lead Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.28 unless (i) the Lead Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Loan Parties, to comply with Section 2.28(e) as though it were a Lender and (ii) such Participant is eligible for exemption from the withholding tax referred to therein, following compliance with Section 2.28(e).


 


(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest, provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


9.6 Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit or Acceptances, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents, the Issuing Banks, the Acceptance Lenders or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other Obligation is outstanding and unpaid or any Letter of Credit or Acceptance is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.25, 2.28, and 9.3 and Section 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and Acceptances and the Commitments or the termination of this Agreement or any provision hereof.  In connection with the termination of this Agreement and the release and termination of the security interests in the Collateral, the Agents may require (x) such reasonable indemnities and/or collateral security in a form (including, without limitation, a letter of credit or cash collateral) and amount that is reasonable under the circumstances to protect the Agents, the Issuing Banks, the Acceptance Lenders and the Lenders against loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, (y) collateral security in a form (including, without limitation, a letter of credit or cash collateral) and amount that is reasonable under the circumstances to protect the Agents, the Issuing Banks, the Acceptance Lenders and the Lenders against any obligations that (i) shall become due and owing with respect to any Hedging Agreements which do not terminate upon the termination of this Agreement or (ii) are then due and owing and have not then been paid with respect to any Cash Management Services or other Bank Products not covered in clause (i) above, and (z) collateral security in a form (including, without limitation, a letter of credit or cash collateral) and amount that is reasonable under the circumstances to protect the Agents, the Issuing Banks, the Acceptance Lenders and the Lenders against any claims asserted in writing at the time of such termination for indemnification in accordance with Section 9.3 hereof.


 


9.7 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and the Fee Letter constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.1, this Agreement shall become effective when it shall have been executed by the Agents and the Lenders and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.


 


9.8 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


 


9.9 Right of Setoff. In addition to any rights or remedies of the Lenders provided by Applicable Law, if an Event of Default exists or the Revolving Credit Loans have been accelerated, each Lender is hereby authorized at any time and from time to time, without prior notice to the Loan Parties, any such notice being waived by the Loan Parties to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender or any Affiliate of such Lender to or for the credit or the account of the Loan Parties against any and all Obligations owing to such Lender, now or hereafter existing, irrespective of whether or not the Agent or such Lender shall have made demand under this Agreement or any other Loan Documents and although such Obligations may be contingent or unmatured or otherwise fully secured and regardless of the adequacy of the Collateral. Each Lender agrees to promptly notify the Loan Parties and the Agent after any such setoff and application made by such Lender; provided, however, the failure to give such notice shall not affect the validity of such setoff and application.  NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SETOFF, BANKER’S LIEN OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY LOAN PARTY HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS.


 


9.10 ­Governing Law; Jurisdiction; Consent to Service of Process. (a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO ITS PRINCIPLES RELATING TO CHOICE AND CONFLICTS OF LAW), BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 


(b)           The Loan Parties agree that any suit for the enforcement of this Agreement or any other Loan Document may be brought in any New York state or federal court sitting in the Borough of Manhattan as the Administrative Agent may elect in its sole discretion and consent to the non-exclusive jurisdiction of such courts.  The Borrowers hereby waive any objection which they may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient forum. The Borrowers agree that any action commenced by any Borrower asserting any claim or counterclaim arising under or in connection with this Agreement or any other Loan Document shall be brought solely in any New York state or federal court sitting in the Borough of Manhattan as the Administrative Agent may elect in its sole discretion and consent to the exclusive jurisdiction of such courts with respect to any such action.


 


(c)           Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.1. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


9.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTA­TIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREE­MENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


9.12 Press Releases and Related Matters.   Each Loan Party hereby consents that the Agents and each Lender may issue and disseminate to the public general information describing the credit accommodation entered into pursuant to this Agreement, including the name and address of the Loan Parties and a general description of the Loan Parties’ business and may, with the Lead Borrower’s prior written consent, use each Loan Party’s name in advertising and other promotional material.


 


9.13 Headings. Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


9.14 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under Applicable Law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with Applicable Law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 


9.15 ­Additional Waivers .  (a)           The Obligations are the joint and several obligations of each Loan Party.  To the fullest extent permitted by Applicable Law, the obligations of the Loan Parties hereunder shall not be affected by (i) the failure of any Agent or any other Secured Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Loan Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement, any other Loan Document, or any other agreement, including with respect to any other Borrower of the Obligations under this Agreement, or (iii) the failure to perfect any security interest in, or the release of, the Collateral or any other the security held by or on behalf of the Collateral Agent or any other Secured Party.


 


(b) The obligations of each Loan Party hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be discharged or impaired or otherwise affected by the failure of any Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Borrower or that would otherwise operate as a discharge of any Loan Party as a matter of law or equity (other than the payment in full in cash of all the Obligations).


 


(c) To the fullest extent permitted by Applicable Law, each Loan Party waives any defense based on or arising out of any defense of any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Loan Party, other than the payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Loan Party, or exercise any other right or remedy available to them against any other Loan Party, without affecting or impairing in any way the liability of any Loan Party hereunder except to the extent that all the Obligations have been paid in full in cash. Pursuant to Applicable Law, each Loan Party waives any defense arising out of any such election even though such election operates, pursuant to Applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Loan Party against any other Loan Party, as the case may be, or any security.


 


(d) Each Borrower is obligated to repay the Obligations as joint and several obligors under this Agreement.  Upon payment by any Loan Party of any Obligations, all rights of such Loan Party against any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Obligations. In addition, any indebtedness of any Loan Party now or hereafter held by any other Loan Party is hereby subordinated in right of payment to the prior payment in full of the Obligations. None of the Loan Parties will demand, sue for, or otherwise attempt to collect any such indebtedness. If any amount shall erroneously be paid to any Loan Party on account of (a) such subrogation, contribution, reimbursement, indemnity or similar right or (b) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.  Subject to the foregoing, to the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Revolving Loans made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower's Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers.  As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.


 


9.16 Confidentiality.  Each of the Agents, Issuing Banks, Acceptance Lenders and the Lenders agrees that it will use its best efforts not to disclose without the prior written consent of the Lead Borrower (other than to its employees, auditors, counsel or other professional advisors, to Affiliates or to another Lender if the Lender or such Lender’s holding or parent company in its sole discretion determines that any such party needs access to such information, which party shall be informed of the confidential nature thereof and shall agree to keep such information confidential in accordance with the terms of this Section 9.16) any information with respect to any Loan Party which is furnished pursuant to this Agreement and which either is financial information or is designated by the Lead Borrower to the Administrative Agent in writing as confidential, provided that any Lender may disclose any such information (a) as has become generally available to the public, (b) as was available to any Lender on a non-confidential basis prior to its disclosure by such Lender, (c) as becomes available to any Lender on a non-confidential basis from a Person other than a Loan Party who, to the best knowledge of such Lender, is not otherwise bound by a confidentiality agreement with any Loan Party or is not otherwise prohibited from transmitting the information to such Lender, (d) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States of America or elsewhere) or their successors, (e) as may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that if the Lender is able to do so prior to complying with the summons or subpoena, such Lender shall provide the Lead Borrower with prompt notice of such requested disclosure so that the Borrowers may seek a protective order or other appropriate remedy (nothing contained herein however shall result in such Lender’s non-compliance with Applicable Law), (f) in order to comply with any law, order, regulation or ruling applicable to such Lender, (g) in connection with the enforcement of remedies under this Agreement and the other Loan Documents, and (h) to any prospective transferee in connection with any contemplated transfer of any of the Loans or Notes or any interest therein by such Lender provided that such prospective transferee agrees to be bound by the provisions of this Section. The Borrowers hereby agree that the failure of a Lender to comply with the provisions of this Section 9.16 shall not relieve the Borrowers of any of their obligations to such Lender under this Agreement and the other Loan Documents. 


 


9.17 Conflicts with other Loan Documents.  Unless otherwise expressly provided in this Agreement (or in another Loan Document by specific reference to the applicable provision contained in this Agreement), if any provision contained in this Agreement conflicts with any provision of any other Loan Document, the provision contained in this Agreement shall govern and control.


 


9.18 Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert an amount due hereunder in the currency in which it is due (the “Original Currency”) into another currency (the “Second Currency”), the rate of exchange applied shall be that at which, in accordance with normal banking procedures, the Administrative Agent could purchase in the Boston foreign exchange market, the Original Currency with the Second Currency on the date two (2) Business Days preceding that on which judgment is given. Each Borrower agrees that its obligation in respect of any Original Currency due from it hereunder shall, notwithstanding any judgment or payment in such other currency, be discharged only to the extent that, on the Business Day following the date the Administrative Agent receives payment of any sum so adjudged to be due hereunder in the Second Currency, the Administrative Agent may, in accordance with normal banking procedures, purchase, in the Boston foreign exchange market, the Original Currency with the amount of the Second Currency so paid; and if the amount of the Original Currency so purchased or could have been so purchased is less than the amount originally due in the Original Currency, each Borrower agrees as a separate obligation and notwithstanding any such payment or judgment to indemnify the Administrative Agent against such loss. The term “rate of exchange” in this Section 9.18 means the spot rate at which the Administrative Agent, in accordance with normal practices, is able on the relevant date to purchase the Original Currency with the Second Currency, and includes any premium and costs of exchange payable in connection with such purchase.


 


9.19 Patriot Act; Proceeds of Crime Act.


 


Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. Each Loan Party has not violated and is in compliance, in all material respects, with the Patriot Act and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).  No part of the proceeds of the Loans will be used by the Loan Parties, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.







9.20 Foreign Asset Control Regulations.


 


Neither of the advance of the Revolving Loans nor the use of the proceeds of any thereof will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the "Trading With the Enemy Act") or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the "Foreign Assets Control Regulations") or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the "Executive Order") and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)).  Furthermore, none of the Borrowers or their Affiliates (a) is or will become a "blocked person" as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such "blocked person".







9.21 No Advisory or Fiduciary Responsibility. 


 


In connection with all aspects of each transaction contemplated hereby, the Loan Parties each acknowledge and agree that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Loan Parties, on the one hand, and the Agents and the Lenders, on the other hand, and each of the Loan Parties is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, each of the Agents and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Loan Parties or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) none of the Agents or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Loan Parties with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any of the Agents or any Lender has advised or is currently advising any Loan Party or any of its Affiliates on other matters) and none of the Agents or any Lender has any obligation to any Loan Party or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Agents, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and none of the Agents or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) neither the Agents nor any Lender has provided or will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.  Each of the Loan Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against each of the Agents or any Lender with respect to any breach or alleged breach of agency or fiduciary duty.


 


9.22 Additional Borrowers.


 


Upon the written request of the Lead Borrower to the Administrative Agent, any Domestic Subsidiary may become a Borrower hereunder (whether or not such Domestic Subsidiary is required to become a party hereto pursuant to Section 5.14 hereof) upon the delivery to the Administrative Agent of a joinder to this Agreement, joinders to other Loan Documents, as applicable, opinions of counsel, certificates and such other documentation as the Administrative Agent shall reasonably request, and the taking of such actions to create and perfect Liens on such Domestic Subsidiary’s assets that would otherwise constitute Collateral to secure the Obligations as the Administrative Agent shall reasonably request.







9.23 Existing Credit Agreement Amended and Restated.  This Agreement shall amend and restate the Existing Credit Agreement in its entirety, with the parties hereby agreeing that there is no novation of the Existing Credit Agreement.  On the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement shall be subsumed within and be governed by this Agreement; provided, however, that each of the “Loans” (as such term is defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Closing Date shall, for purposes of this Agreement, be included as Loans hereunder and each of the “Letters of Credit” and “Acceptances” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Closing Date shall be Letters of Credit and Acceptances hereunder.


 







[balance of page left intentionally blank; signature pages follow]











  





  











  








IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as a sealed instrument as of the day and year first above written.







BROWN SHOE COMPANY, INC.


SIDNEY RICH ASSOCIATES, INC.


BROWN GROUP RETAIL, INC.


BROWN SHOE INTERNATIONAL CORP.


BUSTER BROWN & CO.


BENNETT FOOTWEAR GROUP LLC


SHOES.COM, INC.


as to each of the foregoing












By:           /s/ Mark E. Hood


Name:                      Mark E. Hood



	
  

	
Title:

	
Senior Vice President and







Chief Financial Officer












BROWN SHOE COMPANY OF CANADA LTD







By:           /s/ Mark E. Hood


Name:                      Mark E. Hood



	
  

	
Title:

	
Senior Vice President – Finance





















  





  











  


















BANK OF AMERICA, N.A.,


as Administrative Agent, as Collateral Agent, as Lead Issuing Bank and as Lender












By:           /s/ Christine Hutchinson


Name:                      Christine Hutchinson


Title:                      Principal







Address:







100 Federal Street, 9th Floor


Boston, Massachusetts 02110


Attn: Mr. Keith Vercauteren


Telephone: (617) 434-4045


Telecopy: (617) 434-4339
















  





  











  













JPMORGAN CHASE BANK, N.A.,


as a Lender












By:           /s/ Scott Troy


Name:                      Scott Troy


Title:                      Vice President







Address:







JPMorgan Chase Bank, N.A.


270 Park Avenue, 44th Floor


New York, New York 10017


Attention:  Scott Troy, Account Executive


Telephone:  (212) 270-0372


Facsimile:  (646) 534-2274











  





  











  








WELLS FARGO RETAIL FINANCE, LLC,


as a Lender












By:           /s/ Connie Liu


Name:                      Connie Liu


Title:                      Assistant Vice President







Address:







Wells Fargo Retail Finance, LLC


One Boston Place, 18th Floor


Boston, Massachusetts 02108


Attention:  Connie Liu, Vice President


Telephone:  (617) 854-7232


Facsimile:  (866) 303-3944






  





  











  








SUNTRUST BANK,


as a Lender












By:           /s/ Patrick Wiggins


Name:                      Patrick Wiggins


Title:                      Vice President







Address:







SunTrust Bank


303 Peachtree Street


Atlanta, Georgia 30308


Attention:  Patrick Wiggins, Vice President


Telephone:  (404) 658-4931


Facsimile:  (404) 813-5890






  





  











  








REGIONS BANK,


as a Lender












By:           /s/ Christine M. Ferrise


Name:                      Christine M. Ferrise


Title:                      Attorney-in-Fact/SVP







Address:







Regions Bank


599 Lexington Avenue, 45th Floor


New York, New York 10022


Attention:  Kevin Rogers, Vice President


Telephone:  (212) 935-2237


Facsimile:  (212) 935-7458






  





  











  








CAPITAL ONE LEVERAGE FINANCE CORP.,


as a Lender












By:           /s/ Nick Malatestinic


Name:                      Nick Malatestinic


Title:                      SVP







Address:







Capital One Leverage Finance Corp.


265 Broadhollow Road, 4th Floor


Melville, New York 11747



	
  

	
Attention:  Nick Malatestinic, SVP – Credit Manager







Telephone:  (631) 531-2131


Facsimile:  (631) 531-2765











  





  











  








EXHIBIT A


 


ASSIGNMENT AND ACCEPTANCE


 


This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”).  [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.


For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, participations in Letters of Credit and Swingline Loans included in such facilities5) and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).  Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.


 



	 1.	 Assignor[s]:	
 


_____________________________


 


______________________________ 







 


 



	
2.

	
Assignee[s]:

	
______________________________













	
  

	
______________________________













	
3.

	
Borrowers:

	
Brown Shoe Company, Inc., a New York corporation (the “Lead Borrower”), Sidney Rich Associates, Inc., a Missouri corporation, Brown Group Retail, Inc., a Pennsylvania corporation, Brown Shoe International Corp. (f/k/a Brown Shoe International, LLC), a Delaware corporation, Buster Brown & Co., a Missouri corporation, Bennett Footwear Group LLC, a Delaware limited liability company, and Shoes.com, Inc., a Delaware corporation













	
4.

	
Administrative Agent: Bank of America, N.A., as the Administrative Agent under the Credit Agreement.













	
5.

	
Credit Agreement:

	
Second Amended and Restated Credit Agreement dated as of January 21, 2009 (as such may be amended, modified, supplemented or restated hereafter, the  “Credit Agreement”) by, among others, the Lead Borrower and the other Borrowers, Brown Shoe Company of Canada Ltd, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent and Collateral Agent for the Lenders (in such capacity, the “Agent”), and Bank of America, N.A., as Lead Issuing Bank.













	
6.

	
Assigned Interest[s]:









	

 


 


 


Assignor[s]6



	

 


 


 


Assignee[s]7



	
Aggregate


Amount of


Commitment/Loans


for all Lenders8

	
Amount of


Commitment/Loans


Assigned9

	
Percentage


Assigned of


Commitment/


Loans10


	  	  	
$____________

	
$______

	
_________%


	  	  	
$____________

	
$______

	
_________%









 


[7.           Trade Date:                                __________________]11


 




 


Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE DATE OF DELIVERY OF THIS 


 


ASSIGNMENT AND ACCEPTANCE FOR RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


The terms set forth in this Assignment and Acceptance are hereby agreed to:







ASSIGNOR


[NAME OF ASSIGNOR]







By:           _____________________________


Name:                      _____________________________


Title:                      _____________________________

















ASSIGNEE


[NAME OF ASSIGNEE]







By:           _____________________________


Name:                      _____________________________


Title:                      _____________________________







[Consented to and]12 Accepted:







BANK OF AMERICA, N.A., as


[Administrative Agent][Lead Issuing Bank]







By:           _____________________________


Name:                                                                                     _____________________________


Title:                                                                                     _____________________________












[Consented to:]13







BROWN SHOE COMPANY, INC., as Lead Borrower







By:           _____________________________


Name:                                                                                     _____________________________


Title:                      _____________________________












[Consented to:]14







[_____________], as an Issuing Bank







By:           _____________________________


Name:                                                                                     _____________________________


Title:                      _____________________________














  

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language.  If the assignment is from multiple Assignors, choose the second bracketed language.




  

2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language.  If the assignment is to multiple Assignees, choose the second bracketed language.




  

3 Select as appropriate.




  

4 Include bracketed language if there are either multiple Assignors or multiple Assignees.




  

5 Include all applicable subfacilities, if any.




  

6 List each Assignor, as appropriate.




  

7 List each Assignee, as appropriate.




  

8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.




  

9 Subject to minimum amount requirements and the proportionate amount requirements pursuant to Section 9.5(b) of the Credit Agreement.




  

10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.




  

11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.




  

12 To the extent that (i) the Administrative Agent’s consent is required under Section 9.5(b)(i) of the Credit Agreement, or (ii) the Lead Issuing Bank’s consent is required under Section 9.5(b)(i) of the Credit Agreement.




  

13 To the extent required under Sections 9.5(b)(i) of the Credit Agreement.




  

14 To the extent required under Sections 9.5(b)(i) of the Credit Agreement.








  





  











  








ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE







Reference is made to the Second Amended and Restated Credit Agreement dated as of January 21, 2009 (as such may be amended, modified, supplemented or restated hereafter, the  “Credit Agreement”) by, among others, the Brown Shoe Company, Inc., a New York corporation (the “Lead Borrower”), the Borrowers from time to time party thereto, Brown Shoe Company of Canada Ltd, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent and Collateral Agent for the Lenders (in such capacity, the “Agent”), and Bank of America, N.A., as Lead Issuing Bank.







STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ACCEPTANCE







1.         Representations and Warranties.







1.1.              Assignor.  [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Loan Parties or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Loan Parties or any other Person of any of their respective obligations under any Loan Document.







1.2.              Assignee.  [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 9.5(b)(i) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, Collateral Agent, or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.







2.         Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued up to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.







3.         General Provisions.  This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance.  This agreement shall be governed by, and construed in accordance with, the law of the State of New York (without regard to its principles relating to choice and conflicts of law), but including Section 5-1401 of the New York General Obligations law.







4.         Fees.    This Assignment and Acceptance shall be delivered to the Administrative Agent with a processing and recordation fee of $5,000.











  





  











  








Exhibit B







Form of Revolving Note
























SECOND AMENDED AND RESTATED REVOLVING NOTE
























$_______________ _________, 2009







FOR VALUE RECEIVED, Brown Shoe Company, Inc., a New York corporation having a place of business at 8300 Maryland Avenue, St. Louis, Missouri 63105 (the “Lead Borrower”) and each of Sidney Rich Associates, Inc., a Missouri corporation, Brown Group Retail, Inc., a Pennsylvania corporation, Brown Shoe International Corp. (f/k/a Brown Shoe International, LLC), a Delaware corporation, Buster Brown & Co., a Missouri corporation, Bennett Footwear Group LLC, a Delaware limited liability company, and Shoes.com, Inc., a Delaware corporation, each having a place of business at 8300 Maryland Avenue, St. Louis, Missouri 63105 (hereinafter, together with the Lead Borrower, singly, a “Borrower”, and collectively, the “Borrowers”, together with successors and assigns), jointly and severally promise to pay to the order of _____________________________ (hereinafter, together with its successors in title and assigns, the “Lender”), c/o Bank of America, N.A., 100 Federal Street, Boston, Massachusetts 02110, the principal sum of ______________________ ($______________), or, if less, the aggregate unpaid principal balance of Revolving Loans made by the Lender to or for the account of any Borrower on the Termination Date pursuant to the Second Amended and Restated Credit Agreement dated as of January 21, 2009 (as such may be amended, modified, supplemented or restated hereafter, the “Credit Agreement”) by, among others, (i) the Borrowers, (ii) the Lenders from time to time party thereto, (iii) Bank of America, N.A., as Administrative Agent and Collateral Agent for the Lenders (in such capacity, the “Agent”), and as Swingline Lender, and (iv) Bank of America, N.A., as Lead Issuing Bank, with interest, fees, expenses, and costs at the rate and payable in the manner stated therein.







This is a “Revolving Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof.  The principal of, and interest on, this Revolving Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein.  [This Revolving Note replaces in its entirety that certain Amended and Restated Revolving Note dated as of July 21, 2004 by, among others, certain of the Borrowers, in favor of the Lender.]  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.







The Agent’s books and records concerning the Revolving Loans, the accrual of interest thereon, and the repayment of such Revolving Loans, shall be prima facie evidence of the indebtedness hereunder, absent manifest error.







No delay or omission by the Agent or the Lender in exercising or enforcing any of Agent’s or such Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion.  No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver.







Each Borrower, and each endorser and guarantor of this Revolving Note, waives presentment, demand, notice, and protest, except for notices expressly provided for in the Credit Agreement or any other Loan Document, and also waives any delay on the part of the holder hereof.  Each Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by any Agent and/or the Lender with respect to this Revolving Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other Person obligated on account of this Revolving Note.







This Revolving Note shall be binding upon each Borrower, and each endorser and guarantor hereof, and upon their respective successors, assigns, and representatives, and shall inure to the benefit of the Lender and its successors, endorsees, and assigns.







The liabilities of each Borrower, and of any endorser or guarantor of this Revolving Note, are joint and several, provided, however, the release by Agent or the Lender of any one or more such Persons shall not release any other Person obligated on account of this Revolving Note.  Each reference in this Revolving Note to each Borrower, any endorser, and any guarantor, is to such Person individually and also to all such Persons jointly.  No Person obligated on account of this Revolving Note may seek contribution from any other Person also obligated unless and until all liabilities, obligations and indebtedness to the Lender of the Person from whom contribution is sought have been satisfied in full.







Each Borrower agrees that any suit for the enforcement of this Revolving Note or any other Loan Document may be brought in any New York state or federal court sitting in the Borough of Manhattan as the Lender may elect in its sole discretion and consent to the non-exclusive jurisdiction of such courts.  Each Borrower hereby waives any objection which they may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient forum.  Each Borrower agrees that any action commenced by any Borrower asserting any claim or counterclaim arising under or in connection with this Revolving Note or any other Loan Document shall be brought solely in any New York state or federal court sitting in the Borough of Manhattan as the Lender may elect in its sole discretion and consent to the non-exclusive jurisdiction of such courts.







THIS REVOLVING NOTE IS DELIVERED TO THE LENDER AT THE OFFICES OF THE AGENT IN BOSTON, MASSACHUSETTS, AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO ITS PRINCIPLES RELATING TO CHOICE AND CONFLICTS OF LAW), BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.







Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Agent and the Lender, in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this Revolving Note, is relying thereon. EACH BORROWER, EACH GUARANTOR, ENDORSER AND SURETY, AND THE LENDER BY ITS ACCEPTANCE HEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS REVOLVING NOTE, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTA­TIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE CREDIT AGREE­MENT AND THIS REVOLVING NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

















[Signature Page Follows]











  





  











  








IN WITNESS WHEREOF, the Borrowers have caused this Revolving Note to be duly executed as of the date set forth above.












BORROWERS:







BROWN SHOE COMPANY, INC.


SIDNEY RICH ASSOCIATES, INC.


BROWN GROUP RETAIL, INC.


BUSTER BROWN & CO.


BROWN SHOE INTERNATIONAL CORP.


BENNETT FOOTWEAR GROUP LLC


SHOES.COM, INC.


as to each of the foregoing












By:           _________________________


Name:                      Mark E. Hood


Title:                      Senior Vice President and


Chief Financial Officer














































  





  











  








Exhibit C







PERFECTION CERTIFICATE












Reference is made to the Second Amended and Restated Credit Agreement dated as of January 21, 2009 (as such may be amended, modified, supplemented or restated hereafter, the “Credit Agreement”) by, among others, (i) Brown Shoe Company, Inc., a New York corporation (the “Lead Borrower”), (ii) the other Borrowers from time to time party thereto, (iii) Brown Shoe Company of Canada Ltd (“Brown Canada”), as a Loan Party, (iv) the Lenders from time to time party thereto, and (v) Bank of America, N.A., as Administrative Agent and Collateral Agent for the Lenders, and as Lead Issuing Bank.


 


Reference is also made to a certain Amended and Restated Security Agreement dated as of July 21, 2004 (as such may be amended, modified, supplemented or restated hereafter, the “Security Agreement”) by and among the Grantors (as defined in the Security Agreement) and Bank of America, N.A., as collateral agent (in such capacity herein, the “Collateral Agent”) for the Secured Parties (as defined in the Security Agreement).  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Security Agreement (as applicable).


 


The under­signed, the __________________of each Grantor, hereby certifies to the Collateral Agent and each other Secured Party as follows:


 


10. Names and Identifying Information.


 


10.1 The exact legal name of each Grantor as it appears in its certificate of incorporation or other equivalent formation document, as amended to date, is as follows:


 







10.2 The following is the type of organization of each Grantor:


 




	
Grantor

	
Type of Organization


	  	  

















10.3 The jurisdiction of organization of each Grantor is as follows:


 









	
Grantor

	
Jurisdiction of Organization


	  	  












10.4 The following is each Grantor’s state issued organizational identification number:


 




	
Grantor

	
Organizational Identification Number


	  	  

















10.5 The following is each Grantor’s federal taxpayer identification number:


 




	
Grantor

	
Federal Taxpayer Identification Number


	  	  












 


10.6 The following is a list of jurisdictions in which each Grantor is authorized to do business other than those jurisdictions where a Loan Party is terminating its qualifications as set forth on Schedule 4.1(c) of the Credit Agreement (and, with respect to Brown Canada only, provinces in which Collateral is located):


 




	
Grantor

	
Jurisdictions/Provinces


	  	  












 







 


11. ­Current Locations.


 







11.1 The following is the mailing address for each Grantor:


 




	
Grantor

	
Mailing Address (include street address, city, state, zip code)


	  	  



























11.2 The following are the names and addresses of all persons or entities other than any Grantor (such as customs brokers, bailees, consignees or warehousemen) which have possession or are intended to have possession of any of the Collateral (other than in-transit inventory) and the nature of such party’s possession (such as customs broker, bailee, consignee, warehouseman, or other):


 





	
Grantor

	
Name

	
Mailing Address

	
City

	
State

	
Nature of Possession


	  	  	  	  	  	  














 


12. No Unusual Transactions.  Except for those purchases, acquisitions, and other transactions set forth below, all of the Collateral has been originated by the Grantors in the ordinary course of each Grantor’s business or consists of Goods which have been acquired by the Grantors in the ordinary course from a Person in the business of selling Goods of that kind:


 


The undersigned hereby acknowledges and agrees that the Collateral Agent and each other Secured Party is relying on the representations and warranties made herein in connection with the Credit Agreement.


 







 


[signature page follows]


 






  





  











  








IN WITNESS WHEREOF, the undersigned has duly executed this Perfection Certificate.


 







LEAD BORROWER:







BROWN SHOE COMPANY, INC.


















	
  

	
By:

	
_________________________________







Name:                      Mark E. Hood


Title:                      Senior Vice President and


Chief Financial Officer














































  





  











  






EXHIBIT D









	
BANK OF AMERICA, NATIONAL ASSOCIATION

	  	  	  	  	  	  	  	  	  	  	  	  
	
CONSOLIDATED CERTIFICATE  #

	  	  	
DATE:

	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	
BABC USE ONLY


	
ACCOUNTS RECEIVABLE (DETAIL SHOWN ON ATTACHED SCHEDULE 1)

	  	  	  	  	  	  	  	  	  
	
 1.  BEGINNING BALANCE LINE 6 LAST REPORT

	  	  	  	  	  	  	  	  	  	  	  	  
	
 2.  PLUS:  SALES AS OF

	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
 3.  LESS:  CREDITS AS OF

	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
 4.  LESS:  GROSS COLLECTIONS

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
 5.  +/- ADJUSTMENTS

	  	  	  	  	
                        -

	  	  	  	  	  	  	  	  	  
	
 6.  ENDING BALANCE

	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
 7.  - INELIGIBLE

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
 8.  NET AMOUNT OF ELIGIBLE ACCOUNTS

	  	  	
 ADVANCE RATE

	
85%

	  	
                        -

	  	  	  	  	  
	
CREDIT CARD ACCOUNTS RECEIVABLE (DETAIL SHOWN ON ATTACHED SCHEDULE 2)

	  	  	  	  	  	  	  
	
9. CREDIT CARD A/R

	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
10. LESS: INELIGIBLES

	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
11. NET AMOUNT OF ELIGIBLE CREDIT CARD A/R

	
                        -

	  	
 ADVANCE RATE

	
90%

	  	
                        -

	  	  	  	  	  
	
PERPETUAL INVENTORY (DETAIL SHOWN ON ATTACHED SCHEDULE 3)

	  	  	  	  	  	  	  	  	  
	
12. INVENTORY AVAILABILITY BASED ON APPRAISED VALUE

	  	  	  	  	  	  	  	  	  	  	  
	
13. INVENTORY COMPONENT OF BORROWING BASE (LINE 12)

	  	  	  	  	  	  	  	  	  	  
	
AVAILABILITY RESERVES (DETAIL SHOWN ON ATTACHED SCHEDULE 4)

	  	  	  	  	  	  	  	  	  
	
14.  LESS: AVAILABILITY RESERVES

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
15.  BORROWING BASE (LINE 8 + LINE 11 + LINE 13 + LINE 14)

	  	  	  	  	  	  	  	
                                      -

	  	  	  
	
CREDIT EXTENSIONS

	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
16.  OUTSTANDING LOAN BALANCE AS OF

	  	  	  	  	  	  	  	  	  	  	  	  
	
17.  MERCHANDISE L/C's as of:

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
18.  STANDBY L/C's as of:

	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
19.  BANKERS' ACCEPTANCES

	  	  	  	  	  	  	  	
                        -

	  	  	  	  	  
	
20.  TOTAL CREDIT EXTENSIONS

	  	  	  	  	  	  	  	  	  	
                                      -

	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
EXCESS AVAILABILITY

	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
21.  TOTAL COMMITMENTS (PER SCHEDULE 1.1 OF THE AGREEMENT)

	  	  	  	  	
     380,000,000

	  	  	  	  	  
	
22.  BORROWING BASE (LINE 15)

	  	  	  	  	  	  	  	
                        -

	  	  	  	  	  
	
23.  LESSER OF TOTAL COMMITMENTS OR BORROWING BASE (LESSER OF LINE 21 OR LINE 22)

	  	
                                      -

	  	  	  
	
24.  LESS: TOTAL CREDIT EXTENSIONS (LINE 20)

	  	  	  	  	  	  	  	  	
                                      -

	  	  	  
	
25.  EXCESS AVAILABILITY

	  	  	  	  	  	  	  	  	  	  	
 $                  -

	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
THE UNDERSIGNED REPRESENTS AND WARRANTS THAT THE INFORMATION SET FORTH ABOVE AND ON THE ATTACHED SCHEDULES IS TRUE AND COMPLETE IN ALL MATERIAL RESPECTS.  THE UNDERSIGNED GRANTS A SECURITY INTEREST IN THE COLLATERAL REFLECTED ABOVE TO BANK OF AMERICA, NATIONAL ASSOCIATION, AS AGENT FOR THE LENDERS, AND REPRESENTS AND WARRANTS THAT SAID COLLATERAL COMPLIES IN ALL MATERIAL RESPECTS WITH THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHERS BROWN SHOE COMPANY, INC., CERTAIN OF ITS SUBSIDIARIES, BANK OF AMERICA, NATIONAL ASSOCIATION, AS AGENT, AND THE OTHER LENDERS PARTY THERETO.


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
BROWN SHOE COMPANY, INC.,

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
AS A BORROWER AND AS AGENT FOR THE BORROWERS:

	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
AUTHORIZED SIGNATURE:

	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
                                TITLE:

	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  

















  





  











  













EXHIBIT E







FORM OF COMPLIANCE CERTIFICATE







To:           Bank of America, N.A.                                                                           Date:                      _____________________


100 Federal Street


Boston, Massachusetts 02110


Attention: Mr. Keith Vercauteren







Re:           Second Amended and Restated Credit Agreement dated as of January 21, 2009 (as amended, amended and restated, modified, supplemented or renewed from time to time the “Credit Agreement”) by, among others, BROWN SHOE COMPANY, INC. (the “Lead Borrower”), SIDNEY RICH ASSOCIATES, INC., BROWN GROUP RETAIL, INC., BROWN SHOE INTERNATIONAL CORP., BUSTER BROWN & CO., BENNETT FOOTWEAR GROUP LLC, and SHOES.COM, INC. (together with the Lead Borrower, the “Borrowers”), BROWN SHOE COMPANY OF CANADA LTD, as a Loan Party, the Lenders from time to time party thereto, and Bank of America, N.A., as administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”) and as Lead Issuing Bank.  Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


The undersigned, a duly authorized and acting Financial Officer of the Lead Borrower, hereby certifies to you as follows:


 


13. No Defaults.  No Default presently exists, except as set forth in Appendix I.


 


14. Financial Calculations.  Attached hereto as Appendix II are all relevant reasonably detailed calculations for the Fixed Charge Coverage Ratio for the period ending ________.


 


15. No Material Accounting Changes, Etc.  The financial statements furnished to the Agent for the quarter/year ending _____________ were prepared in accordance with GAAP consistently applied and present fairly in all material respects the financial condition of the Lead Borrower and its Subsidiaries at the close of, and the results of the Borrowers’ operations for, the period(s) covered, subject to, with respect to the quarterly financial statements, normal year end audit adjustments and the absence of footnotes. There has been no change in GAAP or the application thereof since the date of the audited financial statements furnished to the Agent for the Fiscal Year ending February 2, 2008, other than the material accounting changes as disclosed on Appendix III hereto.


 


16. Schedules.  There has been no change to the information disclosed in any of Schedules 3.1 through 3.24 to the Credit Agreement, or any of the schedules to the Perfection Certificate or any other Loan Document (or after the delivery of the first Compliance Certificate delivered pursuant to Section 5.1(d) of the Credit Agreement, as previously certified), other than the changes as disclosed on Appendix IV hereto; provided that, notwithstanding the foregoing, no such revisions or updates shall be deemed to have amended, modified, or superseded any such schedules as originally attached to the Credit Agreement (or after the delivery of the first Compliance Certificate delivered pursuant to Section 5.1(d) of the Credit Agreement, as previously certified), or to have cured any breach of warranty or representation resulting from the inaccuracy or incompleteness of any such schedules, unless and until the Administrative Agent shall have accepted in writing such revisions or updates to any such schedules; and provided further that the Administrative Agent shall be deemed to have accepted such revisions or updates unless the Administrative Agent delivers a written objection thereto to the Lead Borrower within thirty (30) days after the date such revisions or updates have been received.


 


[signature page follows]


 







 


IN WITNESS WHEREOF, I have executed this Certificate this _____ day of __________, ____.







      By:                      ____________________________________


Financial Officer of Lead Borrower







Name:______________________________


Title:_______________________________











  





  











  








APPENDIX I







Except as set forth below, no Default presently exists. [If a Default exists, the following describes the nature of the Default in reasonable detail and the steps, if any, being taken or contemplated by the Loan Parties to be taken on account thereof]


 











  





  











  








Appendix II







Fixed Charge Coverage Ratio for the Fiscal Quarter ending


_________________ (calculated for preceding four Fiscal Quarters


 then ended):                                                                                                                                ____________







1.           Consolidated EBITDA for the preceding four Fiscal Quarters then ended (in the case of clauses (a), (b), (c) and (d) below, determined on a Consolidated basis):







(a)           Adjusted Net Earnings from Operations for such period:____________







Plus







(b)           depreciation, amortization and all other non-cash charges that


were deducted in the calculation of Adjusted Net Earnings from


Operations for such period:                                                                                                                     ____________







Plus







(c)           federal, state, local and foreign  income taxes that were deducted


in the calculation of Adjusted Net Earnings from Operations for


such period:                                                                                                           ____________







Plus







(d)           Consolidated Interest Expense to the extent deducted in the


calculation of Adjusted Net Earnings from Operations for such


period:                                                                                                           ____________







2.           Consolidated EBITDA for the preceding four Fiscal Quarters then ended


[the sum of Line 1(a) through Line 1(d)]:                                                                                                                                ____________







3.           Fixed Charges for the preceding four Fiscal Quarters then ended (in the case of clauses (a), (b), (c), (d) and (e) below, determined on a Consolidated basis):







(a)           Consolidated Interest Expense during such period:____________







Plus







(b)           Capital Expenditures (excluding Capital Expenditures funded


with Indebtedness other than Revolving Loans) during such period:____________







Plus







(c)           scheduled principal payments of Indebtedness payable over the


course of the preceding four (4) Fiscal Quarters:                                                                                                                     ____________







Plus







(d)           federal, state, local, and foreign income taxes net of refunds


received, to the extent any such taxes are paid in cash during such


period (excluding taxes paid to repatriate foreign earnings for fiscal


periods which are more than twelve months prior to the date of


determination of Fixed Charges for any period):                                                                                                                     ____________







Plus







(e)           Restricted Payments during such period, excluding any Restricted


Payments (x) consisting of dividends or distributions made in


Capital Stock under clause (a) of the definition thereof and (y)


permitted under Section 6.7(a)(iii) of the Credit Agreement:____________












4.           Fixed Charges for the preceding four Fiscal Quarters then ended


[the sum of Line 3(a) through Line 3(e)]:                                                                                                                                ____________







5.           Fixed Charge Coverage Ratio as of the Fiscal Quarter ending


_________________ (calculated for preceding four Fiscal


Quarters then ended) [Line 2 divided by Line 4]:____________












Covenant:  If Excess Availability is less than the greater of (i) seventeen and one-half (17.5%) percent of the lesser of the then (x) Total Commitments or (y) Borrowing Base and (ii) $25,000,000 at any time, the Loan Parties shall maintain a Fixed Charge Coverage Ratio, calculated on a trailing four Fiscal Quarters basis of not less than 1.0:1.0.  Such Fixed Charge Coverage Ratio shall be first tested monthly as of the month ending immediately prior to the date that Excess Availability is first less than the greater of (i) seventeen and one-half (17.5%) percent of the lesser of the then (x) Total Commitments or (y) Borrowing Base and (ii) $25,000,000 and shall continue to be tested until Excess Availability has exceeded the greater of (i) seventeen and one-half (17.5%) percent of the lesser of the then (x) Total Commitments or (y) Borrowing Base and (ii) $25,000,000 on each day for two consecutive Fiscal Quarters.












Is covenant required to be tested?                                                                                                Yes _________                                           No _________












If covenant is required to be tested, in compliance?                                                                    Yes _________           No _________


























  





  











  








APPENDIX III







Except as set forth below, no material changes in GAAP or the application thereof have occurred since the Fiscal Year ending February 2, 2008. [If material changes in GAAP or in application thereof have occurred, the following describes the nature of the changes in reasonable detail and the effect, if any, of each such material change in GAAP or in application thereof on the financial statements delivered in accordance with the Credit Agreement].


 






  





  











  








APPENDIX IV







Except as set forth below, there has been no change to the information disclosed in any of Schedules 3.1 through 3.24 to the Credit Agreement, or any of the schedules to the Perfection Certificate or any other Loan Document (or after the delivery of the first Compliance Certificate delivered pursuant to Section 5.1(d) of the Credit Agreement, as previously certified); provided that, notwithstanding the foregoing, no such revisions or updates shall be deemed to have amended, modified, or superseded any such schedules as originally attached to the Credit Agreement (or after the delivery of the first Compliance Certificate delivered pursuant to Section 5.1(d) of the Credit Agreement, as previously certified), or to have cured any breach of warranty or representation resulting from the inaccuracy or incompleteness of any such schedules, unless and until the Administrative Agent shall have accepted in writing such revisions or updates to any such schedules; and provided further that the Administrative Agent shall be deemed to have accepted such revisions or updates unless the Administrative Agent delivers a written objection thereto to the Lead Borrower within thirty (30) days after the date such revisions or updates have been received.


 







 











  





  











  











EXHIBIT F


 


NOTICE OF BORROWING


 







To:           Bank of America, N.A.                                                                           Date:                      _____________________


100 Federal Street


Boston, Massachusetts 02110


Attention: Mr. Keith Vercauteren


 


Re:           Second Amended and Restated Credit Agreement dated as of January 21, 2009 (as amended, amended and restated, modified, supplemented or renewed from time to time, the “Credit Agreement”) by, among others, BROWN SHOE COMPANY, INC. (the “Lead Borrower”), SIDNEY RICH ASSOCIATES, INC., BROWN GROUP RETAIL, INC., BROWN SHOE INTERNATIONAL CORP., BUSTER BROWN & CO., BENNETT FOOTWEAR GROUP LLC, and SHOES.COM, INC. (together with the Lead Borrower, the “Borrowers”), BROWN SHOE COMPANY OF CANADA LTD, as a Loan Party, the Lenders from time to time party thereto, and Bank of America, N.A., as administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”) and as Lead Issuing Bank.


 


Ladies and Gentlemen:


 


Reference is made to the above described Credit Agreement.  All capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.  The Lead Borrower, as agent for itself and the other Borrowers pursuant to Section 9.4 of the Credit Agreement, hereby irrevocably notifies you of the Borrowing specified below:


 


The Business Day of the proposed Borrowing(s) is/are __________________.


 


The aggregate amount of the proposed Borrowing(s) is $___________________, which Borrowing(s) shall consist of the following Types:


 



	
Type of Borrowing


(Prime Rate or LIBO)

	
Amount

	
Interest Period for LIBO Advances


	  	
$___________________

	
[months]     [days]


	  	
$___________________

	
[months]     [days]


	  	
$___________________

	
[months]     [days]


	  	
$___________________

	
[months]     [days]












 


The account to which the proceeds of such Borrowing are to be deposited, if notAccount No. 5045183372 maintained by the Borrowers with Bank of America,N.A., is as follows: ________________________________________.


 


The Lead Borrower hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds thereof:


 


(a)           All representations and warranties made by the Borrowers in the Loan Documents are true and correct in all material respects on and as of the date hereof, except (i) that such representations and warranties (A) that relate solely to an earlier date are true and correct in all material respects as of such earlier date and (B) are true and correct in all respects if they are qualified by a materiality standard and (ii) to the extent that the Agent and the Lenders have been notified by the Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty;


 


(b)           No event has occurred and is continuing, or would result from the proposed Borrowing, which constitutes or would constitute a Default or an Event of Default; and


 


(c)           After giving effect to the proposed Borrowing(s) set forth in Section 0 above, there will be no more than fifteen (15) Borrowings of LIBO Loans outstanding under the Credit Agreement.


 


This Notice of Borrowing is issued pursuant to and is subject to the Credit Agreement.


 


[Remainder of page intentionally left blank]


 






  





  











  








This Notice of Borrowing is duly executed as of the date set forth above.


 


LEAD BORROWER:


 


BROWN SHOE COMPANY, INC., asagent for itself and the other Borrowers


 


By:           _____________________________


Name: _______________________


Title: ________________________


1128759.1






  





  











  








Exhibit G







Form of Credit Card Notification







CREDIT CARD NOTIFICATION


PREPARE ON BORROWER LETTERHEAD - ONE FOR EACH PROCESSOR OF EACH LOAN PARTY






















 _________________, 20__


















	
To:

	
[Name and Address of Credit Card Processor]







(the "Processor")







Re:           _______________________


Merchant Account Number: ____________________







Dear Sir/Madam:







_______________, a _______________ (the "[Borrower/Guarantor]"), has entered into various financing agreements with Bank of America, N.A., a national banking association with offices at 100 Federal Street, Boston, Massachusetts 02110, as collateral agent (in such capacity, herein the "Collateral Agent") for the ratable benefit of a syndicate of lenders and certain other secured parties (the "Secured Parties"), pursuant to which agreements the [Borrower/Guarantor] has granted to the Collateral Agent (for the ratable benefit of the Collateral Agent and the other Secured Parties) a [hypothec on and a] security interest in and to, among other things, the [Borrower's/Guarantor’s] accounts, including, without limitation, all amounts due or to become due from the Processor to the [Borrower/Guarantor].


 


Under the terms and provisions of such financing agreements, the [Borrower/Guarantor] is, under certain circumstances, obligated to deliver all proceeds of the [Borrower's/Guarantor’s] accounts, accounts receivable, and inventory to the Collateral Agent.  Such proceeds include all credit card charges submitted by the [Borrower/Guarantor] to the Processor for processing and the amounts which the Processor owes to the [Borrower/Guarantor] on account thereof (the "Credit Card Proceeds").


 


Until the Processor receives written notification from the Collateral Agent that a Dominion Period has commenced, the Processor may follow the [Borrower's/Guarantor’s] instructions with respect to the Credit Card Proceeds and other amounts due from the Processor to the [Borrower/Guarantor].  During any Dominion Period, all amounts as may become due from time to time from the Processor to the [Borrower/Guarantor] (including without limitation, Credit Card Proceeds, payments from any reserve account or the like, or other payments) shall be transferred only as follows:


 


16.1 By ACH, Depository Transfer Check, or Electronic Depository Transfer to:


 


___________________


ABA # ______________


For Credit to Bank of America, N.A.


(Brown Shoe Concentration Account)


Account No. ___________________


Re: ____________________







or







16.2 As the Processor may be otherwise instructed from time to time in writing by an officer of the Collateral Agent.


 


The “Dominion Period” means each period which commences upon receipt by the Processor of written notice from the Collateral Agent in the form of Attachment I and which terminates upon receipt by the Process of written notice from the Collateral Agent in the form of Attachment II.


 


Upon request of the Collateral Agent, a copy of each periodic statement issued by the Processor to the [Borrower/Guarantor] should be provided to the Collateral Agent at the following address (which address may be changed upon seven (7) days’ written notice given to the Processor by the Collateral Agent):


 


Bank of America, N.A.


100 Federal Street


Boston, Massachusetts 02110


Attention: Mr. Keith Vercauteren


Re: Brown Shoe Company, Inc.







The Processor shall be fully protected in acting on any order or direction by the Collateral Agent respecting the Credit Card Proceeds and other amounts without making any inquiry whatsoever as to the Collateral Agent's right or authority to give such order or direction or as to the application of any payment made pursuant thereto.


 


This letter may be amended only by the written agreement of the Processor, the [Borrower/Guarantor], and an officer of the Collateral Agent and may be terminated solely by written notice signed by an officer of the Collateral Agent. The [Borrower/Guarantor] shall not have any right to terminate this letter nor, except as provided in this Agreement, amend it.


 


Very truly yours,







____________________________







By: ______________________________



	
  

	
Name:

	
___________________________








	
  

	
Title:

	
___________________________

















cc:           Bank of America, N.A.






  





  











  








Attachment I







To:           __________________


__________________


__________________







Re:           __________________


Merchant Account Number  _______________







Ladies and Gentlemen:







Reference is made to the Credit Card Notification dated as of _____________ by ___________ to you regarding the above described merchant account.  In accordance with the Credit Card Notification, we hereby give you notice that a Dominion Period is in effect and of our exercise of control of the Credit Card Proceeds and other payments due from you to ____________.  We hereby instruct you to transfer funds as provided in the Credit Card Notification or otherwise in accordance with our instructions.







Very truly yours,







BANK OF AMERICA, N.A.







________________________


Name:___________________


Title:____________________











  





  











  








Attachment II







To:           __________________


__________________


__________________







Re:           __________________


Merchant Account Number  _______________







Ladies and Gentlemen:







Reference is made to the Credit Card Notification dated as of _____________ by ___________ to you regarding the above described merchant account and the notice, dated __________, we delivered to you pursuant thereto.  In accordance with the Credit Card Notification, we hereby give you notice that the Dominion Period we declared pursuant to such notice is terminated and ___________ is entitled to exercise control of the Credit Card Proceeds and other payments due from you to ____________.  We hereby instruct you to cease transferring funds as provided in the Credit Card Notification.







Very truly yours,







BANK OF AMERICA, N.A.







________________________


Name:___________________


Title:____________________


 






  





  











  









	  





SCHEDULES


 


to the


 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT,


 


dated as of January 21, 2009, among


 


BROWN SHOE COMPANY, INC.,


 


as Lead Borrower for:


 


BROWN SHOE COMPANY, INC., SIDNEY RICH ASSOCIATES, INC., BROWN GROUP RETAIL, INC., BROWN SHOE INTERNATIONAL CORP., BUSTER BROWN & CO., BENNETT FOOTWEAR GROUP LLC and SHOES.COM, INC.


as Borrowers







BROWN SHOE COMPANY OF CANADA LTD,


 


as a Loan Party


 


The LENDERS Party Thereto,


 


BANK OF AMERICA, N.A., as Lead Issuing Bank,


 


BANK OF AMERICA, N.A.,


as Administrative Agent and Collateral Agent,







WELLS FARGO RETAIL FINANCE, LLC,


as Syndication Agent,







BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A.


as co-Documentation Agent,







and







BANC OF AMERICA SECURITIES LLC and WELLS FARGO RETAIL FINANCE, LLC,


as Joint Lead Arrangers,







and







BANC OF AMERICA SECURITIES LLC, WELLS FARGO RETAIL FINANCE, LLC and JPMORGAN CHASE BANK, N.A.,


as Joint Lead Bookrunners












 


Any capitalized terms used herein, unless otherwise defined herein, shall have the meanings assigned to such terms in the Second Amended and Restated Credit Agreement.


 






  





  











  








INDEX OF SCHEDULES


 



	
Schedule

	
Description


	
Schedule 1.1

	
Lenders and Commitments


	
Schedule 3.1

	
Organization


	
Schedule 3.5(b)

	
Title to Properties; Real Estate


	
Schedule 3.6

	
Disclosed Matters


	
Schedule 3.10

	
ERISA


	
Schedule 3.13

	
Subsidiaries; Capitalization


	
Schedule 3.14

	
Insurance


	
Schedule 3.15

	
Labor Matters


	
Schedule 3.16

	
Affiliate Transactions


	
Schedule 3.21

	
Intellectual Property.


	
Schedule 3.22

	
Credit Card Arrangements, Blocked Account Agreements and Disbursement Accounts


	
Schedule 4.1(c)

	
Foreign Qualification Terminations


	
Schedule 5.1(h)

	
Financial Reporting Requirements


	
Schedule 6.1

	
Indebtedness


	
Schedule 6.2

	
Liens


	
Schedule 6.4

	
Investments


	
Schedule 6.6

	
Restrictive Agreements
















  





  











  








BROWN SHOE COMPANY, INC.


 


SCHEDULE 1.1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


LENDERS AND COMMITMENTS


 



	
Lender

	
Commitment Amount


	
Bank of America, N.A.

	
$125,000,000.00


 


	
Wells Fargo Bank, National Association

	
$125,000,000.00


 


	
JPMorgan Chase Bank, N.A.


 

	
$50,000,000.00


 


	
Sun Trust Bank


 

	
$30,000,000.00


 


	
Capital One Leverage Finance Corp.


 

	
$25,000,000.00


 


	
Regions Bank


 

	
$25,000,000.00


 


	
Total:

	
$380,000,000.00


 




















  





  











  













BROWN SHOE COMPANY, INC.


 


SCHEDULE 3.1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


ORGANIZATION


 







 



	
Legal Name

	
Jurisdiction of Organization

	
Organization Type

	
Organization Number

	
Federal Employer Identification Number


	
Brown Shoe Company, Inc.

	
New York

	
Corporation

	
N/A

	
43-0197190


	
Brown Shoe International Corp.

	
Delaware

	
Corporation

	
2065610

	
43-1375891


	
Brown Group Retail, Inc.

	
Pennsylvania

	
Corporation

	
655207

	
25-1323027


	
Buster Brown & Co.

	
Missouri

	
Corporation

	
00388452

	
43-1661024


	
Sidney Rich Associates, Inc.

	
Missouri

	
Corporation

	
00127326

	
43-0910619


	
Brown Shoe Company of Canada Ltd

	
Canada

	
Corporation

	
1151061

	
N/A


	
Bennett Footwear Group LLC

	
Delaware

	
Limited Liability Company

	
2959978

	
04-3437154


	
Shoes.com, Inc.

	
Delaware

	
Corporation

	
3130406

	
95-4781822












 






  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED


 



(As of January 1, 2009)




 



	
STORE #

	
TRADE/STORE NAME

	
MALL/SHOPPING CENTER

	
ADDRESS

	
CITY

	
STATE

	
ZIP/MAIL CODE


	
1746

	
FAMOUS FOOTWEAR

	
THE MALL AT SEARS

	
600 E. NORTHERN LIGHTS

	
ANCHORAGE

	
AK

	
99503


	
1784

	
FAMOUS FOOTWEAR

	
DIMOND CENTER

	
800 E. DIMOND  SUITE 106

	
ANCHORAGE

	
AK

	
99515


	
2098

	
FAMOUS FOOTWEAR

	
ANCHORAGE 5TH AVENUE MALL

	
320 WEST 5TH AVE.

	
ANCHORAGE

	
AK

	
99501


	
2543

	
FAMOUS FOOTWEAR

	
AURORA CENTER

	
415 MERHAR AVENUE

	
FAIRBANKS

	
AK

	
99701


	
2621

	
FAMOUS FOOTWEAR

	
GLENN SQUARE SHOPPING CENTER

	
3046 MOUNTAIN VIEW DRIVE SUITE 110

	
ANCHORAGE

	
AK

	
99501


	
1051

	
FAMOUS FOOTWEAR

	
WILDWOOD CENTRE

	
136 WILDWOOD PARKWAY

	
HOMEWOOD

	
AL

	
35209


	
1144

	
FAMOUS FOOTWEAR

	
RIVIERA CENTRE

	
2601 S. MCKENZIE STE R13

	
FOLEY

	
AL

	
36535


	
1600

	
FAMOUS FOOTWEAR

	
FASHION OUTLETS

	
201 ELIZABETH ST-STE 304

	
BOAZ

	
AL

	
35957


	
1731

	
FACTORY BRAND SHOES

	
WATERMARK PLACE

	
4665 VISIONLAND PARKWAY

	
BESSEMER

	
AL

	
35020


	
96621

	
NATURALIZER

	
TANGER OUTLET CENTER

	
2601 S. MCKENZIE STREET SUITE 450

	
FOLEY

	
AL

	
36535


	
329

	
FAMOUS FOOTWEAR

	
SCOTTSDALE PAVILIONS

	
8930 EAST INDIAN BEND RD

	
SCOTTSDALE

	
AZ

	
85256


	
343

	
FAMOUS FOOTWEAR

	
CHANDLER FESTIVAL

	
2600 WEST CHANDLER BLVD STE 12

	
CHANDLER

	
AZ

	
85224


	
351

	
FAMOUS FOOTWEAR

	
TUCSON ORACLE

	
555 E WETMORE

	
TUCSON

	
AZ

	
85704


	
370

	
FAMOUS FOOTWEAR

	
SUPERSTITION SPRINGS

	
6247 E. SOUTHERN AVE A1

	
MESA

	
AZ

	
85206


	
412

	
FAMOUS FOOTWEAR

	
WILMOT PLAZA

	
6371 EAST BROADWAY

	
TUCSON

	
AZ

	
85710


	
413

	
FAMOUS FOOTWEAR

	
THE COLONNADE MALL

	
1925 E. CAMLBCK RD STE130

	
PHOENIX

	
AZ

	
85016


	
671

	
FAMOUS FOOTWEAR

	
NORTH VALLEY CENTER

	
8085 W BELL RD SUITE 103

	
PEORIA

	
AZ

	
85382


	
952

	
FAMOUS FOOTWEAR

	
AHWATUKEE FOOTHILLS

	
4722 EAST RAY ROAD STE 20

	
PHOENIX

	
AZ

	
85044


	
1006

	
FAMOUS FOOTWEAR

	
MESA FIESTA

	
1339 SOUTH ALMA SCHOOL RD

	
MESA

	
AZ

	
85210















  





  











  













BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)




 




	 STORE #	TRADE/STORE NAME	MALL/SHOPPING CENTER	ADDRESS	CITY	STATE	ZIP/MAIL CODE
	
1185

	
FAMOUS FOOTWEAR

	
ARCADIA CROSSING POWER

	
4501 E. THOMAS SUITE #139

	
PHOENIX

	
AZ

	
85018


	
1267

	
FAMOUS FOOTWEAR

	
SCOTTSDALE TOWN CENTER

	
15454 N FRANK LLOYD WRIGHT A-2

	
SCOTTSDALE

	
AZ

	
85260


	
1291

	
FAMOUS FOOTWEAR

	
PARADISE VALLEY MALL

	
4550 E. CACTUS RD  #406

	
PHOENIX

	
AZ

	
85032


	
1292

	
FAMOUS FOOTWEAR

	
ARROWHEAD TOWN CENTER

	
7700 ARRWHD TWN CTR #2259

	
GLENDALE

	
AZ

	
85308


	
1311

	
FAMOUS FOOTWEAR

	
DESERT SKY MALL

	
7611 W. THOMAS RD STE 103

	
PHOENIX

	
AZ

	
85075


	
1368

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @ NEW RIVER

	
4250 W HONDA BOW RD #640

	
PHOENIX

	
AZ

	
85027


	
1398

	
FAMOUS FOOTWEAR

	
FACTORY STORES OF AMERICA

	
2050 S. ROSLYN PLACE #128

	
MESA

	
AZ

	
85208


	
1480

	
FAMOUS FOOTWEAR

	
ARIZONA MILLS

	
5000 ARIZONA MILLS CIRCLE

	
TEMPE

	
AZ

	
85282


	
1585

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @ SEDONA

	
6657 S. HWY 179-SUITE D-8

	
SEDONA

	
AZ

	
86351


	
1613

	
FAMOUS FOOTWEAR

	
TANGER FACTORY OUTLET

	
2300 E.TANGER DR.-STE 115

	
CASA GRANDE

	
AZ

	
85222


	
1615

	
FAMOUS FOOTWEAR

	
DEER VALLEY

	
2811 W. AGUA FRIA FRWY.

	
PHOENIX

	
AZ

	
85027


	
1710

	
FAMOUS FOOTWEAR

	
MESA SPECTRUM

	
1809 SOUTH STAPLEY DRIVE

	
MESA

	
AZ

	
85204


	
1766

	
FAMOUS FOOTWEAR

	
MALL AT SIERRA VISTA

	
2200 EL MERCADO LOOP

	
SIERRA VISTA

	
AZ

	
85635


	
2089

	
FAMOUS FOOTWEAR

	
DESERT RIDGE

	
21001 N. TATUM BLVD., STE. 62

	
PHOENIX

	
AZ

	
85050


	
2090

	
FAMOUS FOOTWEAR

	
SURPRISE TOWNE CENTRE

	
13768 W. BELL ROAD

	
SURPRISE

	
AZ

	
85374


	
2103

	
FAMOUS FOOTWEAR

	
WEST POINT CROSSING

	
1193 W. IRVINGTON ROAD, BLDG. 10

	
TUSCON

	
AZ

	
85746


	
2185

	
FAMOUS FOOTWEAR

	
FOUR PEAKS PLAZA

	
16815 E SHEY BLVD,STE 127

	
FOUNTAIN HILLS

	
AZ

	
85268


	
2199

	
FAMOUS FOOTWEAR

	
NEC POWER AND MCKELLIPS

	
2043 N POWER RD

	
MESA

	
AZ

	
85215


	
2231

	
FAMOUS FOOTWEAR

	
PRESCOTT GATEWAY

	
3250 GATEWAY BLVD SP 100

	
PRESCOTT

	
AZ

	
86303


	
2232

	
FAMOUS FOOTWEAR

	
PEORIA CROSSING

	
9450 W NORTHERN AVE

	
PEORIA

	
AZ

	
85305















  





  











  













BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)




 





	  STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2265

	
FAMOUS FOOTWEAR

	
PALM VALLEY PAVILIONS WEST

	
1430 N LITCHFIELD DRIVE

	
GOODYEAR

	
AZ

	
85338


	
2336

	
FAMOUS FOOTWEAR

	
PHOENIX SPECTRUM MALL

	
1633 WEST BETHANY HOME ROAD

	
PHOENIX

	
AZ

	
85015


	
2339

	
FAMOUS FOOTWEAR

	
FOOTHILLS MALL

	
7401 N LA CHOLLA     #100

	
TUCSON

	
AZ

	
85741


	
2352

	
FAMOUS FOOTWEAR

	
HAPPY VALLEY TOWNE CENTER

	
2501 W. HAPPY VALLEY ROAD

	
PHOENIX

	
AZ

	
85027


	
2353

	
FAMOUS FOOTWEAR

	
GATEWAY TOWNE CENTER

	
5002 SOUTH POWER ROAD

	
GILBERT (RIDLEY)

	
AZ

	
85236


	
2354

	
FAMOUS FOOTWEAR

	
CROSSROADS TOWNE CENTER

	
3775 SOUTH GILBERT ROAD

	
GILBERT

	
AZ

	
85234


	
2361

	
FAMOUS FOOTWEAR

	
LEGACY VILLAGE

	
2050 EAST BASELINE ROAD

	
PHOENIX

	
AZ

	
85042


	
2386

	
FAMOUS FOOTWEAR

	
YUMA PALMS REGIONAL CENTER

	
1480 YUMA PALMS PARKWAY

	
YUMA

	
AZ

	
85365


	
2426

	
FAMOUS FOOTWEAR

	
TEMPE MARKETPLACE

	
1800 EAST RIO SALADO PARKWAY

	
TEMPE

	
AZ

	
85281


	
2485

	
FAMOUS FOOTWEAR

	
OLD SPANISH TRAIL MARKETPLACE

	
9610 EAST 22ND STREET

	
TUCSON

	
AZ

	
85748


	
2508

	
FAMOUS FOOTWEAR

	
SUPERSTITION GATEWAY

	
1910 SIGNAL BUTTE ROAD

	
MESA

	
AZ

	
85209


	
2525

	
FAMOUS FOOTWEAR

	
PECAN PROMENADE

	
9820 W LOWER BUCKEYE ROAD

	
TOLLESON

	
AZ

	
85353


	
2550

	
FAMOUS FOOTWEAR

	
LAKE PLEASANT TOWN CENTER

	
10078 HAPPY VALLEY ROAD BOX #2

	
PEORIA

	
AZ

	
85383


	
2554

	
FAMOUS FOOTWEAR

	
MESA RIVERVIEW

	
833 N DOBSON ROAD  SUITE 101

	
MESA

	
AZ

	
85201


	
2576

	
FAMOUS FOOTWEAR

	
FULTON RANCH TOWN CENTER

	
4140 S ARIZONA AVENUE

	
CHANDLER

	
AZ

	
85248


	
2626

	
FAMOUS FOOTWEAR

	
METRO CENTER

	
9617 N. METRO PARKWAY # 1050

	
PHOENIX

	
AZ

	
85051


	
2649

	
FAMOUS FOOTWEAR

	
THE PROMENADE & CASA GRANDE

	
1004 N PROMENADE PARKWAY # 127

	
CASA GRANDE

	
AZ

	
85294











  





  











  











BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)





	  STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
2728

	
FAMOUS FOOTWEAR

	
QUEEN CREEK MARKETPLACE

	
21128 E ELLSWORTH ROAD

	
QUEEN CREEK

	
AZ

	
85242


	
2729

	
FAMOUS FOOTWEAR

	
ORO VALLEY MARKETPLACE

	
2040 E. TANGERINE ROAD

	
ORO VALLEY

	
AZ

	
85755


	
2735

	
FAMOUS FOOTWEAR

	
BELL TOWNE CENTER

	
401 E BELL ROAD  SUITE 1

	
PHOENIX

	
AZ

	
85022


	
2753

	
FAMOUS FOOTWEAR

	
THE SHOPS @ LAKE HAVASU

	
5601 N HIGHWAY 95 BUILDING J-902

	
LAKE HAVASU CITY

	
AZ

	
86404


	
2789

	
FAMOUS FOOTWEAR

	
MOHAVE CROSSROADS

	
3699 HIGHWAY 95 SUITE 120

	
BULLHEAD CITY

	
AZ

	
86442


	
90850

	
NATURALIZER

	
PARADISE VALLEY MALL

	
4550-56 CACTUS ROAD

	
PHOENIX

	
AZ

	
85032


	
90899

	
NATURALIZER

	
ARROWHEAD TOWN CENTER

	
7700 W. ARROWHEAD TOWN CTR, SP.1187

	
GLENDALE

	
AZ

	
85308


	
91018

	
NATURALIZER

	
CHANDLER FASHION CENTER

	
3499 WEST CHANDLER BLVD., STE. 1132

	
CHANDLER

	
AZ

	
85226


	
90

	
FAMOUS FOOTWEAR

	
CRESTVIEW S.C.

	
4744 MANZANITA AVE

	
CARMICHAEL

	
CA

	
95608


	
224

	
FAMOUS FOOTWEAR

	
FACTORY STORES OF AMERICA

	
304 NUT TREE

	
VACAVILLE

	
CA

	
95687


	
238

	
FAMOUS FOOTWEAR

	
WESTGATE MALL

	
1600 SARATOGA AVE #415-17

	
SAN JOSE

	
CA

	
95129


	
248

	
FAMOUS FOOTWEAR

	
BROADSTONE CENTER

	
2775 EAST BIDWELL STREET, STE 200

	
FOLSOM

	
CA

	
95630


	
320

	
FAMOUS FOOTWEAR

	
TWIN PEAKS PLAZA

	
14737 POMERADO ROAD

	
POWAY

	
CA

	
92064


	
331

	
FAMOUS FOOTWEAR

	
DESERT HILLS PREMIUM OUTLET

	
48650 SEMINOLE DR. #C142

	
CABAZON

	
CA

	
92230


	
396

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @ANDERSON

	
1737 STATE HIGHWAY 273

	
ANDERSON

	
CA

	
96007


	
629

	
FAMOUS FOOTWEAR

	
EL CAMINO NORTH SHOPPING CTR

	
2505 WEST VISTA WAY, SUITE A

	
OCEANSIDE

	
CA

	
92054


	
676

	
FAMOUS FOOTWEAR

	
FACTORY MERCHANTS

	
2592 MERCANTILE WAY STE E

	
BARSTOW

	
CA

	
92311











  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)






	   STORE #	  TRADE/STORE NAME	  MALL/SHOPPING CENTER	 ADDRESS	   CITY	 STATE	 ZIP/MAIL CODE
	
694

	
FAMOUS FOOTWEAR

	
GREAT MALL OF BAY AREA

	
571 GREAT MALL DR

	
MILPITAS

	
CA

	
95035


	
957

	
FAMOUS FOOTWEAR

	
LANCASTER FACTORY STORES

	
44920 VALLEY CTR WAY #103

	
LANCASTER

	
CA

	
93536


	
967

	
FAMOUS FOOTWEAR

	
MARKETPLACE 99

	
9163 E STOCKTON BLVD #390

	
ELK GROVE

	
CA

	
95624


	
995

	
FAMOUS FOOTWEAR

	
VILLAGE @ ORANGE

	
1500 E VILLAGE WAY #2135

	
ORANGE

	
CA

	
92865


	
1032

	
FAMOUS FOOTWEAR

	
ATASCADERO FACTORY OUTLET

	
2100 EL CAMINO REAL  SUITE 2070

	
ATASCADERO

	
CA

	
93422


	
1047

	
FAMOUS FOOTWEAR

	
INLAND CENTER MALL

	
132 INLAND CENTER DRIVE

	
SAN BERNARDINO

	
CA

	
92408


	
1054

	
FAMOUS FOOTWEAR

	
FOOTHILL RANCH TOWNE CTR

	
26736 PORTLOLA PKWY STE C

	
FOOTHILL RANCH

	
CA

	
92610


	
1108

	
FAMOUS FOOTWEAR

	
PENINSULA S.C.

	
35 PENSINSULA CENTER

	
ROLLING HILLS ESTATES

	
CA

	
90274


	
1123

	
FAMOUS FOOTWEAR

	
SANTA MARIA CROSSROADS

	
2338 S. BRADLEY RD., SUITE 10-A

	
SANTA MARIA

	
CA

	
93455


	
1150

	
FAMOUS FOOTWEAR

	
MARKET AT LAGUNA NIGUEL

	
27150-#C ALICIA PARKWAY

	
LAGUNA NIGUEL

	
CA

	
92677


	
1154

	
FAMOUS FOOTWEAR

	
GREAT MALL OF BAY AREA

	
456 GREAT MALL DR

	
MILPITAS

	
CA

	
95035


	
1161

	
FAMOUS FOOTWEAR

	
THE QUAD AT WHITTIER

	
13460 WHITTIER BLVD

	
WHITTIER

	
CA

	
90605


	
1171

	
FAMOUS FOOTWEAR

	
VALLCO MALL

	
10123 N. WOLFE RD SUITE 2013

	
CUPERTINO

	
CA

	
95014


	
1179

	
FAMOUS FOOTWEAR

	
NATOMA STATION FACTORY

	
13000 FOLSOM BLVD #904

	
FOLSOM

	
CA

	
95630


	
1180

	
FAMOUS FOOTWEAR

	
FACTORY STORES LAKE ARROW

	
28200 HWY 189   #E250

	
LAKE ARROWHEAD

	
CA

	
92352


	
1189

	
FAMOUS FOOTWEAR

	
HEMET VALLEY MALL

	
2200  W. FLORIDA AVE 155

	
HEMET

	
CA

	
92545


	
1194

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @ GILROY

	
681 LEAVESLY ROAD #200

	
GILROY

	
CA

	
95020


	
1204

	
FAMOUS FOOTWEAR

	
GROSSMONT MALL

	
5500 GROSSMONT DR. 189

	
LA MESA

	
CA

	
91942











  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)






	   STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	  ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
1206

	
FAMOUS FOOTWEAR

	
CROSSROADS S.C.

	
2548 BELL ROAD

	
AUBURN

	
CA

	
95603


	
1222

	
FAMOUS FOOTWEAR

	
NEWPARK MALL

	
1228 NEW PARK MALL

	
NEWARK

	
CA

	
94560


	
1223

	
FAMOUS FOOTWEAR

	
WESTFIELD SHOPPINGTOWN

	
2700 COLORADO BLVD STE248

	
EAGLE ROCK

	
CA

	
90041


	
1244

	
FAMOUS FOOTWEAR

	
MARKET PLACE

	
25680 N THE OLD ROAD

	
VALENCIA

	
CA

	
91381


	
1266

	
FAMOUS FOOTWEAR

	
SANTA MARGARITA TOWN CTR.

	
30616 SANTA MARGARITA PKW

	
RANCHO SANTA MARGARITA

	
CA

	
92688


	
1283

	
FAMOUS FOOTWEAR

	
DESERT CROSSINGS

	
72-399B HWY 111

	
PALM DESERT

	
CA

	
92261


	
1286

	
FAMOUS FOOTWEAR

	
SOUTHLAND MALL

	
219 SOUTHLAND MALL

	
HAYWARD

	
CA

	
94545


	
1298

	
FAMOUS FOOTWEAR

	
SIERRA VISTA

	
1050 SHAW AVE STE 1071

	
CLOVIS

	
CA

	
93612


	
1303

	
FACTORY BRAND SHOES

	
PETALUMA VLG PREMIUM OL

	
2200 PETALUMA BLVD.N.1030

	
PETALUMA

	
CA

	
94952


	
1318

	
FAMOUS FOOTWEAR

	
WESTFIELD SHOPPINGTOWN

	
484 PLAZA DRIVE

	
WEST COVINA

	
CA

	
91793


	
1321

	
FACTORY BRAND SHOES

	
CAMARILLO PREMIUM OUTLET

	
690 VENTURA BLVD STE#134

	
CAMARILLO

	
CA

	
93010


	
1322

	
FACTORY BRAND SHOES

	
NAPA PREMIUM OUTLETS

	
815 FACTORY STORES DRIVE

	
NAPA

	
CA

	
94558


	
1340

	
FAMOUS FOOTWEAR

	
STONEWOOD CENTER

	
324 STONEWOOD STREET

	
DOWNEY

	
CA

	
90241


	
1379

	
FACTORY BRAND SHOES

	
ONTARIO MILLS

	
1 MILLS CIRCLE-SUITE 803

	
ONTARIO

	
CA

	
91764


	
1422

	
FACTORY BRAND SHOES

	
HORIZON OUTLET CENTER

	
1427 HORIZON DRIVE

	
TULARE

	
CA

	
93274


	
1449

	
FAMOUS FOOTWEAR

	
ENCINITAS TOWN CENTER

	
1026 N. ELCAMINO REAL

	
ENCINITAS

	
CA

	
92023


	
1536

	
FACTORY BRAND SHOES

	
PRIME OUTLETS @ PISMO

	
333 FIVE CITIES DR-#135

	
PISMO BEACH

	
CA

	
93449


	
1544

	
FACTORY BRAND SHOES

	
CARLSBAD COMPANY STORES

	
5620 PASEO DEL NORTE #112

	
CARLSBAD

	
CA

	
92008











  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)





	  STORE #	 TRADE/STORE NAME	   MALL/SHOPPING CENTER	  ADDRESS	   CITY	 STATE	 ZIP/MAIL CODE
	
1551

	
FACTORY BRAND SHOES

	
PRIME @LAKE ELSINORE

	
17600 COLLIER STE C124

	
LAKE ELSINORE

	
CA

	
92530


	
1552

	
FACTORY BRAND SHOES

	
PRIME OUTLETS @ TRACY

	
1005 E PESCARDERO-#A26

	
TRACY

	
CA

	
95376


	
1571

	
FAMOUS FOOTWEAR

	
NORTH COUNTY SQUARE

	
1821 UNIVERSITY AVE #110

	
VISTA

	
CA

	
92083


	
1623

	
FAMOUS FOOTWEAR

	
RANCHO SAN DIEGO

	
2907 JAMACHA RD

	
EL CAJON

	
CA

	
92019


	
1624

	
FAMOUS FOOTWEAR

	
WESTFIELD SHOPPINGTOWN

	
415 PARKWAY PLAZA-SP Z1

	
EL CAJON

	
CA

	
92020


	
1630

	
FAMOUS FOOTWEAR

	
LONG BEACH TOWNE CENTER

	
7378 CARSON BLVD.

	
LONG BEACH

	
CA

	
90808


	
1641

	
FACTORY BRAND SHOES

	
VIEJAS SPRINGS FACTORY SH

	
5005 WILLOWS RD-SPACE 622

	
ALPINE

	
CA

	
91901


	
1655

	
FAMOUS FOOTWEAR

	
NATOMAS MARKETPLACE

	
3681 TRUXEL ROAD

	
SACRAMENTO

	
CA

	
95833


	
1680

	
FACTORY BRAND SHOES

	
AMERICAN TIN CANNERY

	
125 OCEAN VIEW BLVD. #121

	
PACIFIC GROVE

	
CA

	
93950


	
1698

	
FAMOUS FOOTWEAR

	
GLENDALE FASHION CENTER

	
233 N. GLENDALE AVE.

	
GLENDALE

	
CA

	
91206


	
1791

	
FACTORY BRAND SHOES

	
INTERNATIONAL GATEWAY

	
4265 CAMINO DE LA PLAZA SPACE 184

	
SAN DIEGO

	
CA

	
92173


	
2005

	
FAMOUS FOOTWEAR

	
BREA UNION PLAZA

	
2315 EAST IMPERIAL HWY

	
BREA

	
CA

	
92821


	
2028

	
FAMOUS FOOTWEAR

	
CREEKSIDE TOWNE CENTER

	
1240 GALLERIA BLVD., SUITE 150

	
ROSEVILLE

	
CA

	
95678


	
2029

	
FAMOUS FOOTWEAR

	
HARBOR CENTER

	
2300 HARBOR BLVD.

	
COSTA MESA

	
CA

	
92626


	
2053

	
FAMOUS FOOTWEAR

	
HASTINGS VILLAGE SC

	
3389 E. FOOTHILL BLVD.

	
PASADENA

	
CA

	
91107


	
2061

	
FAMOUS FOOTWEAR

	
VICTOR VALLEY MALL

	
14400 BEAR VALLEY ROAD, STE 837

	
VICTORVILLE

	
CA

	
92392


	
2062

	
FAMOUS FOOTWEAR

	
PORTER RANCH TOWNE CENTER

	
19881 RINALDI STREET

	
PORTER RANCH

	
CA

	
91326


	
2064

	
FAMOUS FOOTWEAR

	
MONTE VISTA CROSSINGS

	
2810 W. MONTE VISTA AVE.

	
TURLOCK

	
CA

	
95380















  





  











  













BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)









	  STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
2139

	
FAMOUS FOOTWEAR

	
CROSSINGS OF PASO

	
2105 THEATRE DRIVE

	
PASO ROBLES

	
CA

	
93446


	
2147

	
FAMOUS FOOTWEAR

	
CHICO POWER CENTER

	
2015 FOREST, STE. A

	
CHICO

	
CA

	
95926


	
2165

	
FAMOUS FOOTWEAR

	
NORTHWEST PROMEDADE

	
8920 ROSEDALE HWY

	
BAKERSFIELD

	
CA

	
93312


	
2230

	
FAMOUS FOOTWEAR

	
WESTRIDGE CENTER

	
1411 N. DAVIS ROAD

	
SALINAS

	
CA

	
93907


	
2233

	
FAMOUS FOOTWEAR

	
MT. SHASTA MALL

	
900 DANA DRIVE, STE. A-11

	
REDDING

	
CA

	
96003


	
2242

	
FAMOUS FOOTWEAR

	
SANTEE TROLLEY SQ

	
9934 MISSION GORGE RD

	
SANTEE

	
CA

	
92071


	
2268

	
FAMOUS FOOTWEAR

	
SPECTRUM TOWN CENTER

	
3857 GRAND AVE

	
CHICO

	
CA

	
91710


	
2278

	
FAMOUS FOOTWEAR

	
FALCON RIDGE TOWNE CENTER

	
15238 SUMMIT AVENUE

	
FONTANA

	
CA

	
92338


	
2306

	
FAMOUS FOOTWEAR

	
REDHAWK TOWNE CENTER

	
32155 HWY 79 STE B

	
TEMECULA

	
CA

	
92592


	
2308

	
FAMOUS FOOTWEAR

	
MOORPARK MARKETPLACE

	
824 LOS ANGELES AVE.  BUILDING C2

	
MOORPARK

	
CA

	
93021


	
2310

	
FAMOUS FOOTWEAR

	
VENTURA GATEWAY

	
4890 TELEPHONE ROAD

	
VENTURA

	
CA

	
93003


	
2322

	
FAMOUS FOOTWEAR

	
SUNRISE MALL

	
6161 SUNRISE MALL

	
CITRUS HEIGHTS

	
CA

	
95610


	
2330

	
FAMOUS FOOTWEAR

	
THE CROSSINGS

	
3335 GRAND OAKS

	
CORONA

	
CA

	
92881


	
2337

	
FAMOUS FOOTWEAR

	
CANYON SPRINGS

	
2800 CAMPUS PARKWAY, SUITE  105

	
RIVERSIDE

	
CA

	
92507


	
2338

	
FAMOUS FOOTWEAR

	
YUBA CITY MARKETPLACE

	
1140 HARTER ROAD

	
YUBA CITY

	
CA

	
95993


	
2343

	
FAMOUS FOOTWEAR

	
LOEHMANNS PLAZA

	
2531 FAIR OAKS BLVD

	
SACRAMENTO

	
CA

	
95825


	
2362

	
FAMOUS FOOTWEAR

	
PARK WEST PLACE

	
10652 TRINITY PARKWAY

	
STOCKON

	
CA

	
95219


	
2369

	
FAMOUS FOOTWEAR

	
CITRUS PLAZA RETAIL CENTER

	
27430 LUGONIA AVENUE

	
REDLANDS

	
CA

	
92374


	
2377

	
FAMOUS FOOTWEAR

	
BAYSHORE MALL

	
3300 BROADWAY # 136

	
EUREKA

	
CA

	
95501


	
2396

	
FAMOUS FOOTWEAR

	
HANFORD POWER CENTER

	
190 NORTH 12TH AVENUE

	
HANFORD

	
CA

	
93230


	
2418

	
FAMOUS FOOTWEAR

	
LONE TREE PLAZA

	
5471 LONE TREE WAY  # 120

	
BRENTWOOD

	
CA

	
94513











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)






	   STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	 ADDRESS	   CITY	 STATE	 ZIP/MAIL CODE
	
2439

	
FAMOUS FOOTWEAR

	
PACKWOOD CREEK REGIONAL SHOP. CTR.

	
4147 SOUTH MOONY BLVD.

	
VISALIA

	
CA

	
93277


	
2445

	
FAMOUS FOOTWEAR

	
VILLAGE WALK

	
24470 VILLAGE WALK PLACE

	
MURRIETA

	
CA

	
92562


	
2446

	
FAMOUS FOOTWEAR

	
THE PAVILION @ LA QUINTA

	
79-150 HWY 111  SUITE 101

	
LA QUINTA

	
CA

	
92253


	
2481

	
FAMOUS FOOTWEAR

	
THE MARKETPLACE @ GRAND CROSSING

	
21660 VALLEY BLVD.

	
CITY OF INDUSTRY

	
CA

	
91789


	
2488

	
FAMOUS FOOTWEAR

	
PACHECO PASS CENTER

	
950 RENZ LANE

	
GILROY

	
CA

	
95020


	
2517

	
FAMOUS FOOTWEAR

	
OAKRIDGE MALL

	
925 BLOSSOM HILL ROAD  SUITE A

	
SAN JOSE

	
CA

	
95123


	
2518

	
FAMOUS FOOTWEAR

	
CLOVIS COMMONS

	
625 HERNDON AVENUE

	
CLOVIS

	
CA

	
93611


	
2545

	
FAMOUS FOOTWEAR

	
SHAW MARKETPLACE

	
3667 W. SHAW AVENUE

	
FRESNO

	
CA

	
93711


	
2579

	
FAMOUS FOOTWEAR

	
STADIUM CENTER

	
2300 DANIELS STREET

	
MANTECA

	
CA

	
95337


	
2603

	
FAMOUS FOOTWEAR

	
EASTVALE GATEWAY II

	
12327 LIMONITE AVENUE

	
MIRO LOMA

	
CA

	
91752


	
2625

	
FAMOUS FOOTWEAR

	
STONERIDGE RANCH TOWN CENTER

	
27210 EUCALYPTUS AVENUE

	
MORENO VALLEY

	
CA

	
92553


	
2651

	
FAMOUS FOOTWEAR

	
LAGUNA HILLS MALL

	
24115 LAGUNA HILLS MALL

	
LAGUNA HILLS

	
CA

	
92653


	
2664

	
FAMOUS FOOTWEAR

	
NUT TREE VILLAGE

	
1621 F # MONATE VISTA AVE.

	
VACAVILLE

	
CA

	
95688


	
2683

	
FAMOUS FOOTWEAR

	
JESS RANCH MARKETPLACE

	
19083 BEAR VALLEY ROAD # A

	
APPLE VALLEY

	
CA

	
92308


	
2712

	
FAMOUS FOOTWEAR

	
LINCOLN CROSSINGS

	
117 FERRARI RANCH ROAD

	
LINCOLN

	
CA

	
95648


	
2737

	
FAMOUS FOOTWEAR

	
TJ MAXX PLAZA

	
1850 DOUGLAS ROAD  SUITE 706

	
ROSEVILLE

	
CA

	
95661


	
2780

	
FAMOUS FOOTWEAR

	
THE COMMONS @ LA VERNE

	
1572 FOOTHILL BLVD.

	
LA VERNE

	
CA

	
91750


	
2790

	
FAMOUS FOOTWEAR

	
WEST VALLEY MALL

	
3200 N NAGLEE ROAD  # 430

	
TRACY

	
CA

	
95304


	
2791

	
FAMOUS FOOTWEAR

	
POINT LOMA PLAZA

	
3651 MIDWAY DRIVE

	
SAN DIEGO

	
CA

	
92110











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)






	  STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	 ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2810

	
FAMOUS FOOTWEAR

	
CROSSROADS SHOPPING CENTER

	
2419 CLARIBEL ROAD

	
RIVERBANK

	
CA

	
95367


	
2880

	
FAMOUS FOOTWEAR

	
47TH STREET PAVILION

	
38141 47TH STREET

	
PALMDALE

	
CA

	
93552


	
2893

	
FAMOUS FOOTWEAR

	
ANTELOPE VALLEY MALL

	
1233 RANCHO VISTA BLVD.  # 501

	
PALMDALE

	
CA

	
93551


	
2894

	
FAMOUS FOOTWEAR

	
SIMI VALLEY TOWN CENTER

	
1555 SIMI VALLEY TOWN CENTER WAY  # 105

	
SIMI VALLEY

	
CA

	
93065


	
90749

	
NATURALIZER

	
GLENDALE GALLERIA

	
2180A GLENDALE GALLERIA

	
GLENDALE

	
CA

	
91210


	
90750

	
NATURALIZER

	
SANTA ANITA FASHION PARK

	
168 FASHION PARK, 400 S. BALDWIN

	
ARCADIA

	
CA

	
91007


	
90760

	
NATURALIZER

	
SOUTH COAST PLAZA

	
3333 BRISTOL STREET, SUITE 2810

	
COSTA MESA

	
CA

	
92626


	
90763

	
NATURALIZER

	
PLAZA CAMINO REAL

	
2525 EL CAMINO REAL, SUITE #275

	
CARLSBAD

	
CA

	
92008


	
90774

	
NATURALIZER

	
DEL AMO FASHION CENTER

	
21880 HAWTHORNE BLVD., SUITE 319

	
TORRANCE

	
CA

	
90503


	
90788

	
NATURALIZER

	
BREA MALL

	
1009 BREA MALL

	
BREA

	
CA

	
92821


	
90795

	
NATURALIZER

	
PALM DESERT

	
72840 HIGHWAY 111, SUITE T-381

	
PALM DESERT

	
CA

	
92260


	
94300

	
NATURALIZER

	
SERRAMONTE

	
5F SERRAMONTE

	
DALY CITY

	
CA

	
94015


	
94628

	
NATURALIZER

	
HILLSDALE SHOPPING CENTER

	
229 HILLSDALE SHOPPING CTR

	
SAN MATEO

	
CA

	
94403


	
94637

	
NATURALIZER

	
SANTA ANA MAINPLACE MALL

	
2800 NORTH MAIN, SUITE 306

	
SANTA ANA

	
CA

	
92705


	
96625

	
NATURALIZER OUTLET

	
DESERT HILLS PREMIUM OUTLET

	
48400 SEMINOLE DRIVE  # 624

	
CABAZON

	
CA

	
92230


	
96705

	
NATURALIZER OUTLET

	
FACTORY STORES OF AMERICA O.C.

	
311 NUT TREE RD., STE A

	
VACAVILLE

	
CA

	
95687


	
96710

	
NATURALIZER OUTLET

	
GILROY PREMIUM OUTLETS

	
8375 ARROYO CIRCLE A57

	
GILROY

	
CA

	
95020


	
96735

	
NATURALIZER OUTLET

	
LAKE ELSINORE OUTLET CENTER

	
17600  NEW COLLIER AVE. UNIT 148

	
LAKE ELSINORE

	
CA

	
92530











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)






	   STORE #	  TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
96744

	
NATURALIZER OUTLET

	
BARSTOW OUTLETS

	
2586 MERCANTILE WAY SUITE D

	
BARSTOW

	
CA

	
92311


	
96745

	
NATURALIZER OUTLET

	
VIEJAS SPRINGS FACTORY STORES

	
5001 WILLOWS ROAD, SUITE L-307

	
ALPINE

	
CA

	
91901


	
96762

	
NATURALIZER OUTLET

	
CAMARILLO PREMIUM OUTLETS

	
910 CAMARILLO CENTER, SPACE 836

	
CAMARILLO

	
CA

	
93010


	
96787

	
NATURALIZER OUTLET

	
FOLSOM PREMIUM OUTLETS

	
13000 FOLSOM BLVD., SUITE 1445

	
FOLSOM

	
CA

	
95630


	
96799

	
NATURALIZER OUTLET

	
GREAT MALL OF THE BAY AREA

	
502 GREAT MALL DRIVE

	
MILPITAS

	
CA

	
95035


	
99156

	
BROWN SHOE CLOSET

	
DESERT HILLS PREMIUM OUTLET

	
48400 SEMINOLE DRIVE  # 418

	
CABAZON

	
CA

	
92230


	
99901

	
FRANCO SARTO

	
EMBARCADERO CENTER

	
THREE EMBARCADERO CENTER DRIVE

	
SAN FRANCISCO

	
CA

	
94111


	
46

	
FAMOUS FOOTWEAR

	
COTTONWOOD CORNERS S.C.

	
3600 SOUTH MASON  UNIT 6

	
FORT COLLINS

	
CO

	
80525


	
121

	
FAMOUS FOOTWEAR

	
UNIVERSITY HILLS PLAZA

	
2526 S. COLORADO BLVD.

	
DENVER

	
CO

	
80222


	
165

	
FAMOUS FOOTWEAR

	
FAIRFIELD COMMONS S.C.

	
98 N. WADSWORTH BLVD

	
LAKEWOOD

	
CO

	
80226


	
527

	
FAMOUS FOOTWEAR

	
APPLEWOOD VILLAGE S.C.

	
3244A YOUNGFIELD RD

	
WHEAT RIDGE

	
CO

	
80033


	
560

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS@CASTLEROCK

	
5050 FACTORY SHOP BLVD #710

	
CASTLE ROCK

	
CO

	
80104


	
928

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @LOVELAND

	
5725 MC WHINNEY BLVD.

	
LOVELAND

	
CO

	
80538


	
1299

	
FAMOUS FOOTWEAR

	
PUEBLO MALL

	
3283 DILLION DRIVE #E9

	
PUEBLO

	
CO

	
81008


	
1400

	
FAMOUS FOOTWEAR

	
CHAPEL HILLS MALL

	
1710 BRIARGATE BLVD

	
COLORADO SPRINGS

	
CO

	
80920


	
1620

	
FAMOUS FOOTWEAR

	
SOUTHWEST PLAZA

	
8501 W. BOWLES AVE#2D-217

	
LITTLETON

	
CO

	
80123


	
1650

	
FAMOUS FOOTWEAR

	
TWIN PEAKS MALL

	
1250 S. HOVER RD

	
LONGMONT

	
CO

	
80501


	
1705

	
FAMOUS FOOTWEAR

	
MARKETPLACE AT NORTHGLENN

	
10620 MELODY DRIVE

	
NORTHGLENN

	
CO

	
80234











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)






	   STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	 ADDRESS	  CITY	   CITY	 ZIP/MAIL CODE
	
1759

	
FAMOUS FOOTWEAR

	
ARAPAHOE CROSSINGS

	
6472 SOUTH PARKER ROAD

	
AURORA

	
CO

	
80012


	
2037

	
FAMOUS FOOTWEAR

	
MESA MALL

	
2424 US HWY 6 & 50

	
GRAND JUNCTION

	
CO

	
81505


	
2052

	
FAMOUS FOOTWEAR

	
SYMES BUILDING

	
820 16TH STREET

	
DENVER

	
CO

	
80202


	
2102

	
FAMOUS FOOTWEAR

	
BROADMOOR TOWN CENTER

	
2170 SOUTHGATE ROAD

	
COLORADO SPRINGS

	
CO

	
80906


	
2111

	
FAMOUS FOOTWEAR

	
WESTMINSTER MALL

	
5503 WEST 88TH AVENUE

	
WESTMINSTER

	
CO

	
80031


	
2176

	
FACTORY BRAND SHOES

	
COLORADO MILLS

	
14500 W COLFAX  SUITE 278

	
LAKEWOOD

	
CO

	
80401


	
2208

	
FAMOUS FOOTWEAR

	
FLATLRON MARKETPLACE

	
170 EAST FLATIRON CIRCLE

	
BROOMFIELD

	
CO

	
80021


	
2243

	
FAMOUS FOOTWEAR

	
QUEBEC SQUARE

	
7757 E 36TH AVE SUITE 680

	
DENVER

	
CO

	
80207


	
2297

	
FAMOUS FOOTWEAR

	
FLAT ACRES MARKET CENTER

	
11475 S. TWENTY MILE ROAD

	
PARKER

	
CO

	
80134


	
2311

	
FAMOUS FOOTWEAR

	
AURORA CITY PLACE

	
14180 E ELLSWORTH AVE UNIT B

	
AURORA

	
CO

	
80012


	
2317

	
FAMOUS FOOTWEAR

	
SAFEWAY MARKETPLACE EAST

	
3080 N POWERS BLVD

	
COLORADO SPRINGS

	
CO

	
80922


	
2345

	
FAMOUS FOOTWEAR

	
THORNCREEK SHOPPING CENTER

	
1181 E 120TH AVENUE  UNIT A

	
THORNTON

	
CO

	
80233


	
2381

	
FAMOUS FOOTWEAR

	  	
4508 CENTERPLACE DR.  # 384

	
GREELEY

	
CO

	
80634


	
2392

	
FAMOUS FOOTWEAR

	  	
5765 N. ELIZABETH STREET

	
PUEBLO

	
CO

	
81008


	
2395

	
FAMOUS FOOTWEAR

	
SOUTHLANDS

	
24101 E. ORCHARD ROAD  UNIT B

	
AURORA

	
CO

	
80012


	
2429

	
FACTORY BRAND SHOES

	
SILVERTHORNE FACTORY OUTLETS SHOPS

	
145 STEPHENS  WAY - P.O. BOX 29

	
SILVERTHORNE

	
CO

	
80498


	
2457

	
FAMOUS FOOTWEAR

	
THE SHOPPES @ CENTERRA

	
5985 SKY POND DRIVE  SUITE B-142

	
LOVELAND

	
CO

	
80536


	
2464

	
FAMOUS FOOTWEAR

	
THE CITADEL  MALL

	
750 CITADEL DRIVE EAST SPACE 2284

	
COLORADO SPRINGS

	
CO

	
80909











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)






	  STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	   CITY	 STATE	 ZIP/MAIL CODE
	
2482

	
FAMOUS FOOTWEAR

	
DURANGO MALL

	
800 SOUTH CAMINO DEL RIO  SPACE C-5

	
DURANGO

	
CO

	
81301


	
2514

	
FAMOUS FOOTWEAR

	
GLENWOOD SPRINGS MALL

	
51027 HIGHWAY 6   SUITE 161

	
GLENWOOD SPRINGS

	
CO

	
81601


	
2555

	
FAMOUS FOOTWEAR

	
NORTHFIELD @ STAPLETON

	
85560 EAST 49TH AVENUE # 1910

	
DENVER

	
CO

	
80238


	
2600

	
FAMOUS FOOTWEAR

	
HARVEST JUNCTION SOUTH

	
205 KEN PRATT BLVD. SUITE 170

	
LONGMONT

	
CO

	
80501


	
2653

	
FAMOUS FOOTWEAR

	
TWENTY NONTH STREET

	
1600 28TH STREET  SUITE 1204

	
BOULDER

	
CO

	
80301


	
2742

	
FAMOUS FOOTWEAR

	
FRONT RANGE VILLAGE

	
4321 CORBETT DRIVE SUITE 118

	
FORT COLLINS

	
CO

	
80525


	
2783

	
FAMOUS FOOTWEAR

	
RIVER LANDING

	
3421 RIO GRANDE UNIT B

	
MONTROSE

	
CO

	
81401


	
2796

	
FAMOUS FOOTWEAR

	
VILLAGE ON THE PARK

	
2495 S. HAVANA  ST  UNIT 1

	
AURORA

	
CO

	
80014


	
2797

	
FAMOUS FOOTWEAR

	
PRAIRIE CENTER

	
2431 PRAIRIE CENTER PARKWAY  #C

	
BRIGHTON

	
CO

	
80601


	
96644

	
NATURALIZER OUTLET

	
COLORADO MILLS

	
14500 W COLFAX  SUITE 280

	
LAKEWOOD

	
CO

	
80401


	
1148

	
FAMOUS FOOTWEAR

	
OLD SAYBROOK FACTORY STRS

	
314 FLAT ROCK PLACE

	
WESTBROOK

	
CT

	
06498


	
1616

	
FAMOUS FOOTWEAR

	
BRASS MILL

	
495 UNION STREET #2082

	
WATERBURY

	
CT

	
06721


	
1617

	
FAMOUS FOOTWEAR

	
PAVILLIONS AT BUCKLAND

	
194 BUCKLAND HILLS #1014

	
MANCHESTER

	
CT

	
06040


	
2140

	
FAMOUS FOOTWEAR

	
LISBON LANDING

	
160 RIVER ROAD, STE. A-180

	
LISBON

	
CT

	
06351


	
2252

	
FAMOUS FOOTWEAR

	
CONNECTICUT COMMONS

	
244 N. BRITAIN AVENUE

	
PLAINVILLE

	
CT

	
06062


	
2315

	
FAMOUS FOOTWEAR

	
OLD SAYBROOK SC

	
655 BOSTON POST RD

	
OLD SAYBROOK

	
CT

	
06475 


	
2407

	
FAMOUS FOOTWEAR

	
NEW LONDON MALL

	
351 N. FRONTAGE ROAD   UNIT B-4

	
NEW LONDON

	
CT

	
06320


	
2469

	
FAMOUS FOOTWEAR

	
TOWN LINE SQUARE

	
533 SOUTH BROAD STREET

	
MERIDEN

	
CT

	
06450


	
2523

	
FAMOUS FOOTWEAR

	
CHRISTMAS TREE SHOPS

	
200 INDIAN RIVER ROAD SPACE 7-A

	
ORANGE

	
CT

	
06477


	
2573

	
FAMOUS FOOTWEAR

	
DANBURY SQUARE MALL

	
15 BACKUS AVENUE SPACE 6-A

	
DANBURY

	
CT

	
06810











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)






	 STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	  ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
2582

	
FAMOUS FOOTWEAR

	
EASTBROOK MALL

	
95 STORRS ROAD

	
MANSFIELD(WILLIMANTIC)

	
CT

	
06268


	
2596

	
FAMOUS FOOTWEAR

	
ELM PLAZA

	
99 ELM STREET

	
ENFIELD

	
CT

	
06082


	
2619

	
FAMOUS FOOTWEAR

	
TORRINGFORD PLAZA

	
1920 E MAIN STREET  SPACE A-2

	
TORRINGTON

	
CT

	
06790


	
2662

	
FAMOUS FOOTWEAR

	
SIMSBURY COMMONS

	
530 BUSHY HILL ROAD  SUITE 70

	
SIMSBURY

	
CT

	
06070


	
2669

	
FAMOUS FOOTWEAR

	
KENNEDY ROAD MARKETPLACE

	
1065 KENNEY ROAD  SUITE 1

	
WINDSOR

	
CT

	
06095


	
96767

	
NATURALIZER OUTLET

	
WESTBROOK FACTORY STORES

	
314 FLAT ROCK PL, SPACE B130

	
WESTBROOK

	
CT

	
06498


	
1439

	
FAMOUS FOOTWEAR

	
REHOBOTH OUTLETS III

	
1790 OCEAN OUTLETS 2

	
REHOBOTH BEACH

	
DE

	
19971


	
1708

	
FAMOUS FOOTWEAR

	
SHIPYARD CATALOG OUTLETS

	
950 S. MADISON ST

	
WILMINGTON

	
DE

	
19801


	
2039

	
FAMOUS FOOTWEAR

	
PRICES CORNER

	
3238 KIRKWOOD HWY

	
WILMINGTON

	
DE

	
19808


	
93319

	
NATURALIZER

	
CONCORD MALL

	
SPACE # 640

	
WILMINGTON

	
DE

	
19803


	
96608

	
NATURALIZER

	
REHOBOTH OUTLETS III

	
36502 SEASIDE OUTLET DRIVE.  SUITE 1260

	
REHOBOTH BEACH

	
DE

	
19971


	
99119

	
BROWN SHOE CLOSET

	
TANGER OUTLET CENTER

	
36494 SEASIDE OUTLET DRIVE  SUITE 1420

	
REHOBOTH BEACH

	
DE

	
19971


	
23

	
FAMOUS FOOTWEAR

	
SANIBEL FACTORY STORES

	
20350 SUMMERLIN RD #1150

	
FORT MYERS

	
FL

	
33908


	
313

	
FAMOUS FOOTWEAR

	
LARGO MALL

	
10500 ULMERTON ROAD #670

	
LARGO

	
FL

	
33771


	
324

	
FAMOUS FOOTWEAR

	
SAWGRASS MILLS

	
12801 W SUNRISE BLVD #607

	
SUNRISE

	
FL

	
33322


	
335

	
FAMOUS FOOTWEAR

	
RIVERPLACE S.C.

	
11111 SAN JOSE BLVD - #24

	
JACKSONVILLE

	
FL

	
32223


	
336

	
FAMOUS FOOTWEAR

	
NORTHDALE COURT SHOPPING

	
15732 N. DALE MABRY HWY

	
TAMPA

	
FL

	
33624


	
350

	
FAMOUS FOOTWEAR

	
ST. AUGUSTINE OUTLET CTR

	
2700 S.R. 16 #315

	
ST AUGUSTINE

	
FL

	
32092











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)




	 STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	   CITY	 STATE	 ZIP/MAIL CODE
	
488

	
FAMOUS FOOTWEAR

	
ARGYLE FOREST BLVD.

	
6001-34 ARGYLE FOREST

	
JACKSONVILLE

	
FL

	
32244


	
619

	
FAMOUS FOOTWEAR

	
SILVER SANDS FACTORY OUT.

	
10406 EMERALD COAST PKWY1 US HWY 98

	
DESTIN

	
FL

	
32541


	
624

	
FAMOUS FOOTWEAR

	
MERCHANTS CROSSING #1201

	
15201 N. CLEVELAND AVE

	
FORT MYERS

	
FL

	
33903


	
677

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @ ELLENTON

	
5339 FACT.SHPS BLVD #550

	
ELLENTON

	
FL

	
34222


	
688

	
FAMOUS FOOTWEAR

	
SUNSET 19 S.C.

	
23666 US HWY 19 NORTH

	
CLEARWATER

	
FL

	
34625


	
1023

	
FAMOUS FOOTWEAR

	
HIGHLAND LAKES S.C.

	
33521 US HWY 19 NO.

	
PALM HARBOR

	
FL

	
34684


	
1040

	
FAMOUS FOOTWEAR

	
CORAL RIDGE MALL

	
3200 N. FEDERAL HWY #601

	
FT LAUDERDALE

	
FL

	
33306


	
1068

	
FAMOUS FOOTWEAR

	
OAKWOOD PLAZA

	
3551 OAKWOOD BLVD BAY  6

	
HOLLYWOOD

	
FL

	
33020


	
1083

	
FAMOUS FOOTWEAR

	
LAKE WORTH PLAZA WEST

	
6440 LAKE WORTH ROAD

	
LAKE WORTH

	
FL

	
33463


	
1195

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @VERO BEACH

	
1775 94TH DRIVE STE D-130

	
VERO BEACH

	
FL

	
32966


	
1215

	
FAMOUS FOOTWEAR

	
DEERFIELD MALL

	
3888 W HILLSBORO BLVD

	
DEERFIELD BEACH

	
FL

	
33442


	
1231

	
FAMOUS FOOTWEAR

	
LAKE BUENA VISTA F.O.

	
15549 S. APOPKA VINELAND

	
ORLANDO

	
FL

	
32836


	
1237

	
FAMOUS FOOTWEAR

	
SHADOWOOD SQUARE

	
9825 GLADES ROAD

	
BOCA RATON

	
FL

	
33434


	
1336

	
FAMOUS FOOTWEAR

	
SOUTHSIDE SQUARE

	
9041 SOUTHSIDE BLVD #128

	
JACKSONVILLE

	
FL

	
32256


	
1401

	
FAMOUS FOOTWEAR

	
LAKE SQUARE MALL

	
10401 US HYWY 441

	
LEESBURG

	
FL

	
34788


	
1634

	
FAMOUS FOOTWEAR

	
BELZ FACTORY OUTLET

	
500 BELZ OUTLET BLVD.

	
ST AUGUSTINE

	
FL

	
32095


	
1639

	
FAMOUS FOOTWEAR

	
DOLPHIN MALL

	
11401 NORTHWEST 12TH ST., STE. 389

	
WEST MIAMI

	
FL

	
33172


	
1669

	
FAMOUS FOOTWEAR

	
MIROMAR OUTLET CENTER

	
10801 CORKSCREW RD.  UNIT 132

	
ESTERO

	
FL

	
33928











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)




	 STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	  ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
1675

	
FAMOUS FOOTWEAR

	
PRIME @ FLORIDA CITY

	
250 E. PALM DRIVE #115

	
FLORIDA CITY

	
FL

	
33034


	
1677

	
FACTORY BRAND SHOES

	
FACTORY STORES OF AMERICA

	
950 PRIM AVE. SUITE 108

	
GRACEVILLE

	
FL

	
32440


	
1706

	
FAMOUS FOOTWEAR

	
PLAZA AT CITRUS PARK

	
12699 CITRUS PLAZA DR.  SPACE 120

	
TAMPA

	
FL

	
33625


	
1722

	
FAMOUS FOOTWEAR

	
WATERFORD LAKES TOWN CTR

	
379 NL. ALAFAYA TRAIL

	
ORLANDO

	
FL

	
32828


	
1724

	
FAMOUS FOOTWEAR

	
ORLANDO PREMIUM OUTLET

	
8200 VINELAND AVE  # 1114

	
ORLANDO

	
FL

	
32821


	
1760

	
FAMOUS FOOTWEAR

	
CORAL SKY PLAZA

	
554 N. STATE RD. 7

	
ROYAL PALM BEACH

	
FL

	
33411


	
1774

	
FAMOUS FOOTWEAR

	
SARASOTA PAVILION

	
6513 SOUTH TAMIAMI TRAIL

	
SARASOTA

	
FL

	
34231


	
1777

	
FAMOUS FOOTWEAR

	
VOLUSIA SQUARE S.C.

	
2455 W.INTL SPEEDWAY BLVD

	
DAYTONA BEACH

	
FL

	
32114


	
2020

	
FAMOUS FOOTWEAR

	
HERITAGE PLAZA

	
18700K VETERANS BLVD

	
PORT CHARLOTTE

	
FL

	
33954


	
2021

	
FAMOUS FOOTWEAR

	
WESTCHESTER S.C.

	
8673 S.W. 24TH STREET

	
MIAMI

	
FL

	
33155


	
2023

	
FAMOUS FOOTWEAR

	
OAKS SQUARE

	
6843 NEWBERRY ROAD

	
GAINESVILLE

	
FL

	
32605


	
2040

	
FAMOUS FOOTWEAR

	
PRIME OUTLET @ NAPLES

	
6060 COLLIER BLVD SP 44-48

	
NAPLES

	
FL

	
34114


	
2047

	
FAMOUS FOOTWEAR

	
GOVERNORS SQUARE MP

	
1554 GOVERNORS SQUARE BLVD.

	
TALLAHASSEE

	
FL

	
32303


	
2054

	
FACTORY BRAND SHOES

	
INTERNATIONAL OUTLET SC

	
5580 INTERNATIONAL DRIVE

	
ORLANDO

	
FL

	
32819


	
2074

	
FAMOUS FOOTWEAR

	
KENDALL VILLAGE

	
8651 SW 124 AVENUE

	
MIAMI

	
FL

	
33183


	
2258

	
FAMOUS FOOTWEAR

	
AVENTURA COMMONS

	
21065 BISCAYNE BLVD

	
AVENTURA

	
FL

	
33180


	
2259

	
FAMOUS FOOTWEAR

	
UNIVERSITY MALL

	
2241 UNIVERSITY SQ MALL

	
TAMPA

	
FL

	
33612


	
2272

	
FAMOUS FOOTWEAR

	
GAITEWAY CENTER

	
2701 SW COLLEGE RD #402

	
OCALA

	
FL

	
34478


	
2340

	
FAMOUS FOOTWEAR

	
CLEARWATER MALL

	
2739 GULF TO BAY BLVD

	
CLEARWATER

	
FL

	
33759











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)




	  STORE #	  TRADE/STORE NAME	  MALL/SHOPPING CENTER	  ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
2363

	
FAMOUS FOOTWEAR

	
ORLANDO SQUARE

	
1750 SAND LAKE ROAD WEST

	
ORLANDO

	
FL

	
32809


	
2378

	
FAMOUS FOOTWEAR

	
THE LOOP

	
3282 N JOHN YOUNG PARKWAY

	
KISSIMMEE

	
FL

	
34741


	
2398

	
FAMOUS FOOTWEAR

	
ST. JOHN TOWN CENTER

	
10261 RIVER MARSH DRIVE  SUITE 167

	
JACKSONVILLE

	
FL

	
32246


	
2422

	
FAMOUS FOOTWEAR

	
THE AVENUE VIERA

	
2291 TOWN CENTER AVENUE # 105

	
MELBOURNE

	
FL

	
32940


	
2468

	
FAMOUS FOOTWEAR

	
COCONUT POINT

	
8024 MEDITERRANEAN DRIVE

	
ESTERO

	
FL

	
33928


	
2494

	
FAMOUS FOOTWEAR

	
LAKESIDE VILLAGE

	
1482 TOWN CENTER DRIVE

	
LAKELAND

	
FL

	
33803


	
2505

	
FAMOUS FOOTWEAR

	
REGENCY SHOPPING CENTER

	
651-525 COMMERCE CENTER

	
JACKSONVILLE

	
FL

	
32225


	
2506

	
FAMOUS FOOTWEAR

	
SHOPPES @ PARK PLACE

	
7180 US HIGHWAY 19 NORTH

	
PINELLAS PARK

	
FL

	
33781


	
2557

	
FAMOUS FOOTWEAR

	
EMBASSY CROSSING SHOP CENTER

	
9618 US HWY 19 N

	
PORT RICHEY

	
FL

	
34668


	
2595

	
FAMOUS FOOTWEAR

	
WEST VOLUSIA TOWNE CENTER

	
1021 HARLEY STRICKLAND BLVD.

	
ORANGE CITY

	
FL

	
32763


	
2611

	
FAMOUS FOOTWEAR

	
PINE ISLAND MARKET PLACE

	
519 SW PINE ISLAND ROAD, UNIT 112

	
CAPE CORAL

	
FL

	
33993


	
2623

	
FAMOUS FOOTWEAR

	
WINTER GARDEN TOWN CENTER

	
3191 DANIELS ROAD

	
WINTER GARDEN

	
FL

	
34787


	
2624

	
FAMOUS FOOTWEAR

	
THE LANDING @ TRADITION

	
10848 SW TRADITION PARKWAY/VILLAGE PARKWAY

	
PORT ST. LUCIE

	
FL

	
34987


	
2644

	
FAMOUS FOOTWEAR

	
CRYSTAL RIVER MALL

	
1801 NW HIGHWAY 19,  SUITE 151 A

	
CRYSTAL RIVER

	
FL

	
34428


	
2647

	
FAMOUS FOOTWEAR

	
LONDON SQUARE

	
13630 SW 120TH STREET  SUITE 206

	
MIAMI

	
FL

	
33186


	
2654

	
FACTORY BRAND SHOES

	
PRIME OUTLETS @ ORLANDO

	
4973 INTERNATIONAL DRIVE  STUIE  3F15

	
ORLANDO

	
FL

	
32819











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)






	 STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2661

	
FAMOUS FOOTWEAR

	
PARK STREET RETAIL CENTER

	
4930 PARK STREET NORTH

	
ST. PETERSBURG (SEMINOLE)

	
FL

	
33709


	
2665

	
FAMOUS FOOTWEAR

	
SHOPS @ SHELBY CROSSING

	
1728 US 27 & NORTH

	
SEBRING

	
FL

	
33870


	
2668

	
FAMOUS FOOTWEAR

	
OAKLEAF TOWN CENTER

	
8181 MERCHANTS GATE DRIVE  SUITE 102

	
JACKSONVILLE

	
FL

	
32222


	
2697

	
FAMOUS FOOTWEAR

	
THE SHOPS @ MIDTOWN MIAMI

	
3401 N. MIAMI AVENUE  SUITE 102

	
MIAMI

	
FL

	
33127


	
2784

	
FAMOUS FOOTWEAR

	
PALM COAST LANDING

	
5240 STATE ROUTE 100

	
PALM COAST

	
FL

	
32164


	
2821

	
FAMOUS FOOTWEAR

	
WALTERS CROSSING

	
1526 N. DALE MABRY HIGHWAY

	
TAMPA

	
FL

	
33607


	
93495

	
NATURALIZER

	
COUNTRYSIDE MALL

	
27001 US HWY 19 NORTH, SUITE 1057

	
CLEARWATER

	
FL

	
33761


	
93615

	
NATURALIZER

	
PEMBROKE LAKES MALL

	
11401 PINES BLVD., LOT #414

	
PEMBROKE PINES

	
FL

	
33026


	
93617

	
NATURALIZER

	
MIAMI INTERNATIONAL

	
1455 N.W. 107TH AVENUE, SUITE 354

	
MIAMI

	
FL

	
33172


	
93621

	
NATURALIZER

	
WESTLAND MALL

	
1665 W. 49TH STREET

	
HIALEAH

	
FL

	
33012


	
93622

	
NATURALIZER

	
THE GARDENS OF PALM BEACH

	
3101 PGA BLVD., SPACE F-101

	
PALM BEACH GARDENS

	
FL

	
33410


	
93624

	
NATURALIZER

	
DADELAND MALL

	
7485 SW 88 ST. - SP 1906

	
MIAMI

	
FL

	
33156


	
93633

	
NATURALIZER

	
FLORIDA MALL

	
8001 S. ORANGE BLOSSOM TRAIL, STE 650

	
ORLANDO

	
FL

	
32809


	
93635

	
NATURALIZER

	
THE AVENUES

	
10300 SOUTHSIDE, SP. 154

	
JACKSONVILLE

	
FL

	
32256


	
96630

	
NATURALIZER OUTLET

	
SAWGRASS MILLS

	
12801 W SUNRISE BLVD #713

	
SUNRISE

	
FL

	
33323


	
96749

	
NATURALIZER OUTLET

	
ORLANDO PREMIUM OUTLET

	
8200 VINELAND AVE, SPACE #430

	
ORLANDO

	
FL

	
32821











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)




	  STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
96757

	
NATURALIZER OUTLET

	
PRIME OUTLETS AT ELLENTON

	
5545 FACTORY SHOP BLVD.

	
ELLENTON

	
FL

	
34222


	
96784

	
NATURALIZER OUTLET

	
SILVER SANDS FACTORY STORES

	
10746 W. EMERALD COAST PKWY, SUITE 162

	
DESTIN

	
FL

	
32550


	
99116

	
BROWN SHOE CLOSET

	
THE SHOPS @ WIREGRASS

	
28329 PASEO DRIIVE # 110

	
WESLEY CHAPEL

	
FL

	
33544


	
99124

	
BROWN SHOE CLOSET

	
PRIME OUTLETS @ ELLENTON

	
5545 FACTORY SHOPS BLVD.

	
ELLENTON

	
FL

	
34222


	
469

	
FAMOUS FOOTWEAR

	
LAKE PARK MILL STORE PLZA

	
5173 MILLSTONE ROAD

	
LAKE PARK

	
GA

	
31636


	
687

	
FAMOUS FOOTWEAR

	
MANSELL CROSSING

	
7561 NORTHPOINT PKWY #900

	
ALPHARETTA

	
GA

	
30202


	
900

	
FAMOUS FOOTWEAR

	
SAVANNAH FESTIVAL FAC.STR

	
11 GATEWAY BLVD SO. #125

	
SAVANNAH

	
GA

	
31419


	
942

	
FAMOUS FOOTWEAR

	
FACTORY STORES AT ADEL

	
1203 W.4TH ST. SUITE 23

	
ADEL

	
GA

	
31620


	
1253

	
FAMOUS FOOTWEAR

	
TANGER FACTORY OUTLET

	
1000 TANGER DRIVE STE 310

	
LOCUST GROVE

	
GA

	
30248


	
1335

	
FAMOUS FOOTWEAR

	
HIRAM CROSSING

	
4272 JIMMY LEE PKWY

	
HIRAM

	
GA

	
30141


	
1396

	
FAMOUS FOOTWEAR

	
TANGER FACTORY OUTLET

	
800 STEVEN B TANGER BLVD

	
COMMERCE

	
GA

	
30529


	
1446

	
FAMOUS FOOTWEAR

	
PEACHTREE SQUARE

	
3200 HOLCOMB BRIDGE RD

	
NORCROSS

	
GA

	
30092


	
1472

	
FAMOUS FOOTWEAR

	
MAIN ST. SHOPPING CTR

	
120 CHEROKEE PL STE 130

	
CARTERSVILLE

	
GA

	
30120


	
1478

	
FAMOUS FOOTWEAR

	
FAYETTEVILLE PAVILION

	
113 PAVILION PARKWAY

	
FAYETTEVILLE

	
GA

	
30214


	
1512

	
FAMOUS FOOTWEAR

	
N.GEORGIA PREM.OL

	
800 HWY 400 SO. SUITE 635

	
DAWSONVILLE

	
GA

	
30534


	
1553

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @ CALHOUN

	
455 BELWOOD CENTER-STE 73

	
CALHOUN

	
GA

	
30701


	
1611

	
FAMOUS FOOTWEAR

	
RIVERSTONE PLAZA

	
1443 RIVERSTONE PKWY

	
CANTON

	
GA

	
30114











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)




	  STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	  ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
1612

	
FAMOUS FOOTWEAR

	
PEACH FACTORY STORES

	
311 HWY 49 NORTH-STE 240

	
BYRON

	
GA

	
31008


	
1666

	
FAMOUS FOOTWEAR

	
AUSTELL COMMONS

	
1757 EAST WEST CONNECTOR

	
AUSTELL

	
GA

	
30106


	
1758

	
FAMOUS FOOTWEAR

	
MALL OF GEORGIA COMMONS

	
3205 WOODWARD MILL PKWY

	
BUFORD

	
GA

	
30519


	
2011

	
FAMOUS FOOTWEAR

	
LAWRENCEVILLE MARKET SQUARE

	
875 LAWRENCE-SUWANEE ROAD  # 130

	
LAWRENCEVILLE

	
GA

	
30043


	
2046

	
FAMOUS FOOTWEAR

	
WOODSTOCK SHOPPING CENTER

	
126 WOODSTOCK SQUARE AVE.

	
WOODSTOCK

	
GA

	
30189


	
2071

	
FAMOUS FOOTWEAR

	
TANGER FACTORY OUTLET

	
1001 MARKET ST., STE. 5

	
DALTON

	
GA

	
30720


	
2168

	
FAMOUS FOOTWEAR

	
HENRY COUNTY MARKETPLACE

	
1894 JONESBORO ROAD

	
MCDONOUGH

	
GA

	
30253


	
2275

	
FAMOUS FOOTWEAR

	
GRIFFIN CROSSROADS

	
1559 NORTH EXPRESSWAY

	
GRIFFIN

	
GA

	
30223


	
2289

	
FAMOUS FOOTWEAR

	
AVENUES AT WEST COBB

	
3625 DALLAS HWY SW #260

	
MARIETTA

	
GA

	
30064


	
2410

	
FAMOUS FOOTWEAR

	
VILLAGE SHOPPES @ GAINESVILLE

	
833 DAWSONVILLE HIGHWAY  SUITE #250

	
GAINESVILLE

	
GA

	
30501


	
2475

	
FAMOUS FOOTWEAR

	
LAKESIDE MARKET PLACE

	
3384 N COBB PARKWAY

	
ACWORTH

	
GA

	
30101


	
2507

	
FAMOUS FOOTWEAR

	
CARROLLTON CROSSROADS

	
1309 S. PARK STREET

	
CARROLLTON

	
GA

	
30117


	
2526

	
FAMOUS FOOTWEAR

	
KEDRON VILLAGE CENTER

	
1233 N. PEACHTREE PARKWAY

	
PEACHTREE CITY

	
GA

	
30269


	
2592

	
FAMOUS FOOTWEAR

	
THE AVENUE @ WEBB GINN

	
1350 SCENIC HIGHWAY

	
SNELLVILLE

	
GA

	
30078


	
2613

	
FAMOUS FOOTWEAR

	
CONYERS CROSSROADS

	
2221 GEORGIA HIGHWAY 20

	
CONYERS

	
GA

	
30013


	
2642

	
FAMOUS FOOTWEAR

	
HERITAGE PAVILION

	
2540 CUMBERLAND BLVD.

	
SMYRNA

	
GA

	
30080


	
2643

	
FAMOUS FOOTWEAR

	
TOWN CENTER @ PRADO

	
50 ERNEST BARRETT  PARKWAY

	
MARIETTA

	
GA

	
30066


	
2678

	
FAMOUS FOOTWEAR

	
STONEBRIDGE VILLAGE

	
5863 SPOUT SPRINGS ROAD

	
FLOWERY BRANCH

	
GA

	
30542


	
2694

	
FAMOUS FOOTWEAR

	
DISCOVER MILLS

	
5900 SUGARLOAF PKWY ST 253

	
LAWRENCEVILLE

	
GA

	
30043











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)




	   STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
2746

	
FAMOUS FOOTWEAR

	
BROOKWOOD MARKETPLACE

	
2623 PEACHTREE PARKWAY

	
SUWANEE

	
GA

	
30024


	
2891

	
FAMOUS FOOTWEAR

	
STONECREST MARKETPLACE

	
8120 MALL PARKWAY  SUITE 455

	
LITHONIA

	
GA

	
30038


	
2942

	
FAMOUS FOOTWEAR

	
GLYNN ISLES MARKETPLACE

	
110 GLYNN ISLES

	
BRUNSWICK

	
GA

	
31525


	
91049

	
NATURALIZER

	
PEACHTREE CENTER

	
231 PEACHTREE ST, SUITE B25

	
ATLANTA

	
GA

	
30303


	
96737

	
NATURALIZER OUTLET

	
CALHOUN OUTLET CENTER

	
455 BELWOOD RD, STE 10

	
CALHOUN

	
GA

	
30701


	
1577

	
FAMOUS FOOTWEAR

	
GUAM PREMIUM OUTLETS

	
199 CHALAN SAN ANTONIO RD

	
TAMUNING GUAM

	
GU

	
96911


	
1347

	
FAMOUS FOOTWEAR

	
KAAHUMANU CENTER

	
275 KAAHUMANA AVENUE

	
KAHULUI

	
HI

	
96732


	
1434

	
FAMOUS FOOTWEAR

	
DOLE FACTORY STORES

	
#735 10 IWILEI ROAD

	
HONOLULU

	
HI

	
96817


	
1463

	
FAMOUS FOOTWEAR

	
PRINCE KUHIO MALL

	
730 PRINCE KUHIA PLZ

	
HILO

	
HI

	
96720


	
2373

	
FAMOUS FOOTWEAR

	
WAIKELE PREMIUM OUTLETS

	
94-792 LUMI' AINA  SUITE #204

	
WAIPAHU

	
HI

	
96797


	
2443

	
FAMOUS FOOTWEAR

	
KUKUI GROVE CENTER

	
3-2600 KAUMUALI HWY

	
LIHUE

	
HI

	
96766


	
24

	
FAMOUS FOOTWEAR

	
SOUTHDALE S.C.

	
5010 S.E. 14TH

	
DES MOINES

	
IA

	
50320


	
102

	
FAMOUS FOOTWEAR

	
CLOCK TOWER SQUARE

	
3810 UNIVERSITY AVENUE

	
WEST DES MOINES

	
IA

	
50265


	
1174

	
FAMOUS FOOTWEAR

	
CROSSROADS CENTER

	
219 CROSSROADS CENTER

	
WATERLOO

	
IA

	
50702


	
1290

	
FAMOUS FOOTWEAR

	
MALL OF THE BLUFFS

	
1751 MADISON AVE #526

	
COUNCIL BLUFFS

	
IA

	
51503


	
1508

	
FAMOUS FOOTWEAR

	
TANGER FACTORY OUTLET

	
509 TANGER DRIVE

	
WILLIAMSBURG

	
IA

	
52361


	
1707

	
FAMOUS FOOTWEAR

	
324 FACTORY OUTLET DR

	
324 FACTORY OUTLET DR # 1  BOX 115

	
STORY CITY

	
IA

	
50248


	
1795

	
FAMOUS FOOTWEAR

	
NORTHLAND SQUARE

	
303-367 COLLINS RD N.E.

	
CEDAR RAPIDS

	
IA

	
52404











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)






	  STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2241

	
FAMOUS FOOTWEAR

	
CORAL RIDGE MALL

	
2797 COMMERCE DR SHOP 200 NWC I-80 AND HWY 965

	
CORALVILLE

	
IA

	
52241


	
2273

	
FAMOUS FOOTWEAR

	
HAYMARKET MALL

	
5820 AURORA AVE

	
DES MOINES

	
IA

	
50310


	
2292

	
FAMOUS FOOTWEAR

	
ASHBURY PLAZA

	
2495 NW ARTERIAL

	
DUBUQUE

	
IA

	
52002


	
2326

	
FAMOUS FOOTWEAR

	
BLACKHAWK VILLAGE

	
5911 UNIVERSITY AVE

	
CEDAR FALLS

	
IA

	
50613


	
2417

	
FAMOUS FOOTWEAR

	
QUINCY PLAZA

	
1135 NORTH QUINCY AVENUE SUITE # 94

	
OTTUMWA

	
IA

	
52501


	
2461

	
FAMOUS FOOTWEAR

	
SOUTHERN HILLS MALL

	
4400 SERGEANT RD. SPC # 406

	
SIOUX CITY

	
IA

	
51106


	
2470

	
FAMOUS FOOTWEAR

	
WILLOW CREEK CROSSING

	
544 INDIANHEAL DRIVE

	
MASON CITY

	
IA

	
50401


	
2764

	
FAMOUS FOOTWEAR

	
METRO CROSSING

	
3606 METRO DROVE  SUITE 300

	
COUNCIL BLUFFS

	
IA

	
51501


	
2786

	
FAMOUS FOOTWEAR

	
EDGEWOOD ROAD RETAIL  CENTER

	
3620 EDGEWOOD ROAD SW  # 900

	
CEDAR RAPIDS

	
IA

	
52404


	
3003

	
WAREHOUSE SHOES

	
CEDAR RAPIDS

	
4100 1ST AVE. NE

	
CEDAR RAPIDS

	
IA

	
52402


	
3019

	
WAREHOUSE SHOES

	
DAVENPORT

	
320 KIMBERLY RD., SPACE 3000

	
DAVENPORT

	
IA

	
52806


	
948

	
FAMOUS FOOTWEAR

	
QUALITY FACTORY OUTLET

	
6824 SO. EISENMAN ROAD

	
BOISE

	
ID

	
83716


	
1667

	
FAMOUS FOOTWEAR

	
BOISE TOWNE PLAZA

	
518 N. MILWAUKEE BLVD

	
BOISE

	
ID

	
83704


	
2123

	
FAMOUS FOOTWEAR

	
FAMILY CENTER AT MERIDIAN

	
3455 E. FAIRVIEW AVE.

	
MERIDIAN

	
ID

	
83616


	
2124

	
FAMOUS FOOTWEAR

	
AMMON TOWN CENTER

	
2053 SOUTH 25TH EAST

	
AMMON

	
ID

	
83401


	
2146

	
FAMOUS FOOTWEAR

	
CANYON PARK EAST

	
2016 BRIDGEVIEW BLVD

	
TWIN FALLS

	
ID

	
83301


	
2516

	
FAMOUS FOOTWEAR

	
TREASURE VALLEY MARKETPLACE

	
16490 N. MARKETPLACE BLVD.

	
NAMPA

	
ID

	
83687


	
2552

	
FAMOUS FOOTWEAR

	
NEZ PERCE PLAZA

	
2632 NEZ PERCE DRIVE

	
LEWISTON

	
ID

	
83501


	
2578

	
FAMOUS FOOTWEAR

	
PALOUSE MALL

	
2010 W PULLMAN ROAD

	
MOSCOW

	
ID

	
83843


	
2588

	
FAMOUS FOOTWEAR

	
POCATELLO SQUARE

	
1776 HURLEY DRIVE

	
POCATELLO

	
ID

	
83202











  





  











  







BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)










	 STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2671

	
FACTORY BRAND SHOES

	
NORTH IDAHO OUTLETS

	
4226 W. RIVERBEND AVENUE

	
POST FALLS

	
ID

	
83854


	
64

	
FAMOUS FOOTWEAR

	
DEERBROOK MALL

	
130C SOUTH WAUKEGAN ROAD

	
DEERFIELD

	
IL

	
60015


	
66

	
FAMOUS FOOTWEAR

	
WINSTON PARK PLAZA S.C.

	
1180 WINSTON PLAZA

	
MELROSE PARK

	
IL

	
60160


	
71

	
FAMOUS FOOTWEAR

	
LOEHMANN'S PLAZA

	
138 TOWNCENTER

	
MATTESON

	
IL

	
60443


	
87

	
FAMOUS FOOTWEAR

	
STREET STORE CITY

	
2731-2733 N. CLARK STREET

	
CHICAGO

	
IL

	
60614


	
113

	
FAMOUS FOOTWEAR

	
SALEM MALL

	
5555 S. BRAINARD ROAD

	
COUNTRYSIDE

	
IL

	
60525


	
137

	
FAMOUS FOOTWEAR

	
NAPER WEST PLAZA

	
560 SOUTH ROUTE #59

	
NAPERVILLE

	
IL

	
60565


	
169

	
FAMOUS FOOTWEAR

	
SPRING HILL FASHION MALL

	
890 WEST MAIN

	
WEST DUNDEE

	
IL

	
60118


	
181

	
FAMOUS FOOTWEAR

	
LAKE VIEW PLAZA

	
15818 LA GRANGE

	
ORLAND PARK

	
IL

	
60462


	
190

	
FAMOUS FOOTWEAR

	
FOREST PLAZA

	
6470 EAST STATE STREET

	
ROCKFORD

	
IL

	
61108


	
235

	
FAMOUS FOOTWEAR

	
VILLAGE GREEN S.C.

	
535 BUSSE ROAD

	
PARK RIDGE

	
IL

	
60068


	
245

	
FAMOUS FOOTWEAR

	
RIVERCREST CENTRE

	
4853 WEST CAL SAG ROAD

	
CRESTWOOD

	
IL

	
60445


	
256

	
FAMOUS FOOTWEAR

	
RIVERPOINT S.C.

	
1730 WEST FULLERTON AVE.

	
CHICAGO

	
IL

	
60614


	
263

	
FAMOUS FOOTWEAR

	
GURNEE MILLS

	
6170 W. GRAND AVE-#597

	
GURNEE

	
IL

	
60031


	
559

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS

	
11800 FACTORY SHOPES BLVD

	
HUNTLEY

	
IL

	
60142


	
568

	
FAMOUS FOOTWEAR

	
WOODFIELD VILLAGE GREEN

	
1570 EAST GOLF ROAD

	
SCHAUMBURG

	
IL

	
60173


	
933

	
FAMOUS FOOTWEAR

	
DANADA SQUARE WEST S.C.

	
132 DANADA SQUARE WEST

	
WHEATON

	
IL

	
60187


	
982

	
FAMOUS FOOTWEAR

	
CARLYLE PLAZA

	
658 CARLYLE AVENUE

	
BELLEVILLE

	
IL

	
62221


	
1060

	
FAMOUS FOOTWEAR

	
CHARLESTOWNE MALL

	
3800 E. MAIN STREET

	
ST. CHARLES

	
IL

	
60174


	
1081

	
FAMOUS FOOTWEAR

	
TARGET CENTER

	
381 W. IRVING PARK RD.

	
WOOD DALE

	
IL

	
60191


	
1082

	
FAMOUS FOOTWEAR

	
TWO RIVERS PLAZA

	
1122 WEST BOUGHTON

	
BOLINGBROOK

	
IL

	
60440











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)




	  STORE #	  TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
1099

	
FAMOUS FOOTWEAR

	
FORD CITY SC-NO.MALL#1930

	
7601 S.CICERO AVENUE

	
CHICAGO

	
IL

	
60652


	
1100

	
FAMOUS FOOTWEAR

	
VILLAGE CROSSING

	
7137 CENTRAL AVENUE

	
SKOKIE

	
IL

	
60077


	
1146

	
FAMOUS FOOTWEAR

	
TUSCOLA FACTORY OUTLET

	
TUSCOLA BLVD STE E7

	
TUSCOLA

	
IL

	
61953


	
1186

	
FAMOUS FOOTWEAR

	
SOUTHPARK MALL

	
4500  16TH STREET

	
MOLINE

	
IL

	
61265


	
1257

	
FAMOUS FOOTWEAR

	
TINLEY PARK PLAZA

	
16003 HARLEM AVE

	
TINLEY PARK

	
IL

	
60477


	
1259

	
SUPERMARKET OF SHOES

	  	
581 BELT LINE ROAD

	
COLLINSVILLE

	
IL

	
62234


	
1288

	
SUPERMARKET OF SHOES

	
ALTON SQUARE

	
122 ALTON SQUARE

	
ALTON

	
IL

	
62002


	
1525

	
FAMOUS FOOTWEAR

	
DEER GROVE CENTER

	
663 E. DUNDEE ROAD

	
PALATINE

	
IL

	
60067


	
1542

	
FAMOUS FOOTWEAR

	
EDWARDSVILLE MARKET PLACE

	
2306 TROY ROAD

	
EDWARDSVILLE

	
IL

	
62025


	
1565

	
FAMOUS FOOTWEAR

	
NORTHFIELD SQUARE

	
1600 N STATE SUITE 410

	
BOURBONNAIS

	
IL

	
60914


	
1614

	
FAMOUS FOOTWEAR

	
BLOOMINGDALE COURT

	
342-W ARMY TRAIL-SP 110

	
BLOOMINGDALE

	
IL

	
60108


	
1629

	
FAMOUS FOOTWEAR

	
WINDPOINT RETAIL CENTER

	
345 N. RANDALL ROAD

	
BATAVIA

	
IL

	
60510


	
1678

	
FAMOUS FOOTWEAR

	
QUINCY MALL

	
3323 QUINCY MALL

	
QUINCY

	
IL

	
62301


	
1796

	
FAMOUS FOOTWEAR

	
OAKLAND PLACE

	
2451 SYCAMORE RD

	
DE KALB

	
IL

	
60115


	
2032

	
FAMOUS FOOTWEAR

	
WILLOW CREEK

	
2221 WILLOW ROAD

	
GLENVIEW

	
IL

	
60025


	
2056

	
FAMOUS FOOTWEAR

	
JOLIET COMMONS

	
2731 PLAINFIELD RD

	
JOLIET

	
IL

	
60435


	
2097

	
FAMOUS FOOTWEAR

	
GURNEE TOWNE CENTRE

	
6931 GRAND AVENUE

	
GURNEE

	
IL

	
60031


	
2169

	
FAMOUS FOOTWEAR

	
LONG RUN MARKETPLACE

	
13462 ARCHER AVE.

	
LEMONT

	
IL

	
60439


	
2260

	
FAMOUS FOOTWEAR

	
SOUTH ELGIN SJOPPING CENTER

	
354 RANDALL ROAD

	
SOUTH ELGIN

	
IL

	
60177


	
2261

	
FAMOUS FOOTWEAR

	
RIVER FOREST T.C.

	
7231 W LAKE ST

	
RIVER FOREST

	
IL

	
60305











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)




	   STORE #	   TRADE/STORE NAME	  MALL/SHOPPING CENTER	  ADDRESS	   CITY	 STATE	 ZIP/MAIL CODE
	
2262

	
FAMOUS FOOTWEAR

	
TARGET CENTER

	
2362 RICHMOND RD

	
MCHENRY

	
IL

	
60050


	
2267

	
FAMOUS FOOTWEAR

	
LINCOLN PLACE

	
5945 N ILLINOIS AVE

	
FAIRVIEW HEIGHTS

	
IL

	
62208


	
2270

	
FAMOUS FOOTWEAR

	
LINCOLN VILLAGE

	
6201 N MCCORMICK

	
CHICAGO

	
IL

	
60659


	
2283

	
FAMOUS FOOTWEAR

	
OSWEGO COMMONS

	
3040 US HWY 34

	
OSWEGO

	
IL

	
60543


	
2285

	
FACTORY BRAND SHOES

	
CHICAGO PREMIUM OUTLETS

	
1650 PREMIUM OUTLETS BLVD. SUITE 271

	
AURORA

	
IL

	
60504


	
2344

	
FAMOUS FOOTWEAR

	
WOODCREEK SHOPPING CENTER

	
730 S RANDALL ROAD

	
ALGONQUIN

	
IL

	
60102


	
2400

	
FAMOUS FOOTWEAR

	
PERU MALL

	
3940 ILLINOIS ROUTE 251  SUITE H-1

	
PERU

	
IL

	
61354


	
2419

	
FAMOUS FOOTWEAR

	
NORTH AURORA TOWNE CENTRE

	
1760 ORCHARD GAREWAY BLVD.

	
NORTH AURORA

	
IL

	
60542


	
2447

	
FAMOUS FOOTWEAR

	
SUTTON PARK SHOPPING CENTER

	
1021 S. SUTTON ROAD

	
STREAMWOOD

	
IL

	
60107


	
2451

	
FAMOUS FOOTWEAR

	
PRAIRIE CROSSING

	
11125 W LINCOLN HIGHWAY

	
FRANKFORT

	
IL

	
60423


	
2532

	
FAMOUS FOOTWEAR

	
CALUMET CENTER

	
450 RIVER OAKS WEST

	
CALUMET CITY

	
IL

	
60409


	
2539

	
FAMOUS FOOTWEAR

	
HICKORY POINT MALL

	
1110 HICKORY POINT MALL

	
FORSYTH

	
IL

	
62535


	
2541

	
FAMOUS FOOTWEAR

	
WASHINGTON PARK PLAZA

	
17820 HALSTEAD STREET

	
HOMEWOOD

	
IL

	
60430


	
2566

	
FAMOUS FOOTWEAR

	
ROMEOVILLE SHOPPING CENTER

	
351 S. WEBER ROAD

	
ROMEOVILLE

	
IL

	
60446


	
2705

	
FAMOUS FOOTWEAR

	
ORCHARD LANE MARKET PLACE

	
272 E. ROLLINS ROAD

	
ROUND LAKE BEACH

	
IL

	
60073


	
2708

	
FAMOUS FOOTWEAR

	
BELLEVILLE CROSSINGS

	
5701 BELLEVILLE CROSSINGS

	
BELLEVILLE  (HIGHER SPEC DIST RATE)

	
IL

	
62226


	
2733

	
FAMOUS FOOTWEAR

	
KENDALL MARKETPLACE

	
871 ERICA LANE

	
YORKVILLE

	
IL

	
60560











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	   STORE #	   TRADE/STORE NAME	   MALL/SHOPPING CENTER	   ADDRESS	    CITY	 STATE	 ZIP/MAIL CODE
	
2793

	
FAMOUS FOOTWEAR

	
MACHESNEY CROSSINGS

	
1041 WEST LANE ROAD

	
MACHESNEY

	
IL

	
61115


	
2801

	
FAMOUS FOOTWEAR

	
MOUNT PROSPECT PLAZA

	
1411 RAND ROAD

	
MOUNT PROSPECT

	
IL

	
60056


	
2900

	
FAMOUS FOOTWEAR

	
LINCOLN SQUARE

	
901 WEST MORTON # 115-116

	
JACKSONVILLE

	
IL

	
62650


	
3013

	
FAMOUS FOOTWEAR

	
CHAMPAIGN

	
2013 N. PROSPECT AVE.

	
CHAMPAIGN

	
IL

	
61821


	
3018

	
FAMOUS FOOTWEAR

	
MOLINE

	
4425 16TH STREET

	
MOLINE

	
IL

	
61265


	
3020

	
FAMOUS FOOTWEAR

	
PEORIA

	
4929 N. HAMILTON RD.

	
PEORIA

	
IL

	
61614


	
3023

	
FAMOUS FOOTWEAR

	
LAKE ZURICH

	
475 S. RAND RD.

	
LAKE ZURICH

	
IL

	
60047


	
3025

	
FAMOUS FOOTWEAR

	
CRYSTAL LAKE

	
5260 NORTHWEST HWY UNIT B

	
CRYSTAL LAKE

	
IL

	
60014


	
90835

	
NATURALIZER

	
ORLAND SQUARE

	
556 ORLAND SQUARE

	
ORLAND PARK

	
IL

	
60462


	
90849

	
NATURALIZER

	  	
28 EAST RANDOLPH STREET #30

	
CHICAGO

	
IL

	
60601


	
90888

	
NATURALIZER

	
ST. CLAIR SQUARE

	
294 ST CLAIR SQUARE

	
FAIRVIEW HEIGHTS

	
IL

	
62208


	
96760

	
NATURALIZER OUTLET

	
CHICAGO PREMIUM OUTLETS

	
1650 PREMIUM OUTLETS BLVD. SUITE 1117

	
AURORA

	
IL

	
60504


	
96761

	
NATURALIZER OUTLET

	
GURNEE MILLS

	
6170 W GRAND AVENUE, SPACE 753

	
GURNEE

	
IL

	
60031


	
99902

	
FRANCO SARTO

	
WOODFIELD MALL

	
5 WOODFIELD MALL E-317

	
SCHAUMBURG

	
IL

	
60173


	
26

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @EDINBURGH

	
11850 NE. EXECUTIVE DRIVE

	
EDINBURGH

	
IN

	
46124


	
1177

	
FAMOUS FOOTWEAR

	
TANGER FACTORY OUTLET

	
357 TANGER BLVD STE 211

	
SEYMOUR

	
IN

	
47274


	
1331

	
FAMOUS FOOTWEAR

	
HIGHLAND TOWNE CENTER

	
10423 INDIANAPOLIS BLVD, STE #3

	
HIGHLAND

	
IN

	
46322


	
1548

	
FAMOUS FOOTWEAR

	
PRIME @MICHIGAN CITY

	
817 LIGHTHOUSE PL-#817

	
MICHIGAN CITY

	
IN

	
46360

















  





  











  









BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)









	  STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	 ADDRESS	     CITY	 STATE	 ZIP/MAIL CODE
	
1550

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @ FREEMONT

	
6245 N. OLD 27 STE B30

	
FREMONT

	
IN

	
46737


	
2076

	
FAMOUS FOOTWEAR

	
PLAZA EAST

	
201 N. GREEN RIVER RD.

	
EVANSVILLE

	
IN

	
47715


	
2491

	
FAMOUS FOOTWEAR

	
VALPARISO WALK

	
91 SILHAVEY ROAD

	
VALPARISO

	
IN

	
46383


	
2562

	
FAMOUS FOOTWEAR

	
LAFAYETTE PAVILLIONS

	
100 SOUTH CREASY LANE

	
LAFAYETTE

	
IN

	
47905


	
2840

	
FAMOUS FOOTWEAR

	
ERSKINE VILLAGE

	
1290 E IRELAND ROAD SUITE G-2

	
SOUTH BEND

	
IN

	
46601


	
2870

	
FAMOUS FOOTWEAR

	
FISHERS CORNER II

	
11781 COMMERCIAL DRIVE

	
FISHERS

	
IN

	
46038


	
2876

	
FAMOUS FOOTWEAR

	
BROWNSBURG STATION

	
578 W NORTHFIELD DRIVE # 1040

	
BROWNSBURG

	
IN

	
46112


	
2877

	
FAMOUS FOOTWEAR

	
APPLEWOOD CENTRE

	
5527 SCATTERFIELD ROAD

	
ANDERSON

	
IN

	
46013


	
2878

	
FAMOUS FOOTWEAR

	
GLENDALE TOWNE CENTER

	
6101 N KEYSTONE AVENUE

	
INDIANAPOLIS

	
IN

	
46220


	
2934

	
FAMOUS FOOTWEAR

	
GREENDALE CENTRE

	
745 US HIGHWAY 31 N SUITE D BUILDING B

	
GREENWOOD

	
IN

	
46142


	
2935

	
FAMOUS FOOTWEAR

	
TRADERS POINT

	
6010 W 86TH STREET  SUITE 112

	
INDIANAPOLIS

	
IN

	
46278


	
2952

	
FAMOUS FOOTWEAR

	
ORCHARD CROSSINGS

	
1034 THOMAS ROAD # 105

	
FORT WAYNE

	
IN

	
46804


	
91960

	
NATURALIZER

	
UNIVERSITY PARK MALL

	
6501 NORTH GRAPE ROAD, SUITE 108

	
MISHAWAKA

	
IN

	
46545


	
93499

	
NATURALIZER

	
76 EASTLAND SHOPPING CENTER

	
800 NORTH GREEN RIVER ROAD, STE 59

	
EVANSVILLE

	
IN

	
47715


	
96728

	
NATURALIZER OUTLET

	
LIGHTHOUSE PLACE PREMIUM OUTLETS

	
809 LIGHTHOUSE PLACE, SP. H-090

	
MICHIGAN CITY

	
IN

	
46360


	
51

	
FAMOUS FOOTWEAR

	
TWIN LAKES S.C.

	
1921 WEST 21ST STREET

	
WICHITA

	
KS

	
67203


	
183

	
FAMOUS FOOTWEAR

	
EASTGATE MALL

	
8023 E. KELLOGG

	
WICHITA

	
KS

	
67207


	
572

	
FAMOUS FOOTWEAR

	
WHITES FACTORY OUTLET CTR

	
1115 WHITE AVENUE

	
COLBY

	
KS

	
67701


	
1005

	
FAMOUS FOOTWEAR

	
WESTGATE MARKET

	
6720 W. KELLOG STE 250

	
WICHITA

	
KS

	
67202


	
1155

	
FAMOUS FOOTWEAR

	
GREAT MALL OF GREAT PLAIN

	
20405 W 151 ST

	
OLATHE

	
KS

	
66061















  





  











  









BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	   CITY	 STATE	 ZIP/MAIL CODE
	
1363

	
FAMOUS FOOTWEAR

	
HUTCHINSON MALL

	
1500 E. 11TH ST. STE 6GA

	
HUTCHINSON

	
KS

	
67501


	
1440

	
FAMOUS FOOTWEAR

	
GREAT MALL OF THE GRT PLN

	
20151 W 151 ST-

	
OLATHE

	
KS

	
66061


	
1489

	
FAMOUS FOOTWEAR

	
CENTRAL MALL

	
137 CENTRAL MALL STE 137

	
SALINA

	
KS

	
67401


	
1490

	
FAMOUS FOOTWEAR

	
NEWTON FACTORY OUTLET

	
SOUTHEAST 36 ST STE 106

	
NEWTON

	
KS

	
67114


	
1538

	
FAMOUS FOOTWEAR

	
119TH & METCALF

	
11625 METCALF AVE STE 100

	
OVERLAND PARK

	
KS

	
66205


	
1628

	
FAMOUS FOOTWEAR

	
MERRIAM TOWN CENTER

	
5824 ANTIOCH ROAD

	
MERRIAM

	
KS

	
66202


	
1653

	
FAMOUS FOOTWEAR

	
SHAWNEE STATION

	
15410 SHAWNEE MISSION PKY

	
SHAWNEE

	
KS

	
66216


	
2130

	
FAMOUS FOOTWEAR

	
NORTHRIDGE PLAZA

	
15420 W. 119TH STREET

	
OLATHE

	
KS

	
66062


	
2162

	
FAMOUS FOOTWEAR

	
PINE RIDGE PLAZA

	
3231 SOUTH IOWA ST.

	
LAWRENCE

	
KS

	
66044


	
2266

	
FAMOUS FOOTWEAR

	
WEST RIDGE MALL

	
1801 SW WANAMAKER ROAD

	
TOPEKA

	
KS

	
66614


	
2638

	
FAMOUS FOOTWEAR

	
TOWNE EAST SQUARE

	
7700 E KELLOGG  SUITE 934

	
WICHITA

	
KS

	
67207


	
2639

	
FAMOUS FOOTWEAR

	
TOWNE WEST SQUARE

	
4600 KELLOGG SPACE Q09A

	
WICHITA

	
KS

	
67209


	
93381

	
NATURALIZER

	
OAK PARK SHOPPING CENTER

	
11239 WEST 95TH STREET

	
OVERLAND PARK

	
KS

	
66214


	
1219

	
FAMOUS FOOTWEAR

	
NEWPORT S.C.

	
1771A MONMOUTH STREET

	
NEWPORT

	
KY

	
41071


	
2389

	
FAMOUS FOOTWEAR

	
DRY RIDGE OUTLET CENTER

	
1100 FASHION RIDGE ROAD

	
DRY RIDGE

	
KY

	
41035


	
2497

	
FAMOUS FOOTWEAR

	
CRESTVIEW HILLS TOWNE CENTER

	
2821 TOWN CENTER BLVD

	
CRESTVIEW HILLS

	
KY

	
41017


	
401

	
FAMOUS FOOTWEAR

	
ELMWOOD PLAZA

	
1200 SOUTH CLEARVIEW  SUITE 1220

	
NEW ORLEANS

	
LA

	
70123


	
864

	
FAMOUS FOOTWEAR

	
TANGER FACTORY OUTLET

	
2200 TANGER BLVD #125

	
GONZALES

	
LA

	
70737


	
93493

	
NATURALIZER

	
LAKESIDE SHOPPING CENTER

	
3301 VETERANS BLVD, SPACE 43

	
METAIRIE

	
LA

	
70002


	
96789

	
NATURALIZER OUTLET

	
TANGER FACTORY OUTLET CENTER

	
2400 TANGER BLVD., SUITE 146

	
GONZALES

	
LA

	
70737















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	    CITY	 STATE	 ZIP/MAIL CODE
	
551

	
FAMOUS FOOTWEAR

	
SEARSTOWN MALL

	
100 COMMERCIAL ROAD

	
LEOMINSTER

	
MA

	
01453


	
1590

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @ LEE

	
50 WATER STREET-STE G340

	
LEE

	
MA

	
01238


	
1622

	
FAMOUS FOOTWEAR

	
WRENTHAM PREMIUM OUTLETS

	
1 PREMIUM OUTLETS #320

	
WRENTHAM

	
MA

	
02093


	
1687

	
FAMOUS FOOTWEAR

	
SILVER CITY GALLERIA

	
2 GALLERIA MALL DR-#3214

	
TAUNTON

	
MA

	
02780


	
1688

	
FAMOUS FOOTWEAR

	
HANOVER MALL

	
1775 WASHINGTON STREET

	
HANOVER

	
MA

	
02339


	
1713

	
FAMOUS FOOTWEAR

	
MEADOW GLEN MALL

	
3850 MYSTIC VALLEY PKWY

	
MEDFORD

	
MA

	
02155


	
1714

	
FAMOUS FOOTWEAR

	
LIBERTY TREE MALL

	
100 INDEPENDENCE WAY

	
DANVERS

	
MA

	
01923


	
1734

	
FAMOUS FOOTWEAR

	
SQUARE ONE MALL

	
1277 BROADWAY DRIVE

	
SAUGUS

	
MA

	
01906


	
1735

	
FAMOUS FOOTWEAR

	
AUBURN MALL

	
385 SOUTHBRIDGE ST

	
AUBURN

	
MA

	
01501


	
2009

	
FAMOUS FOOTWEAR

	
INDEPENDENCE MALL

	
101 INDEPENDENCE WAY

	
KINGSTON

	
MA

	
02364


	
2025

	
FAMOUS FOOTWEAR

	
CENTER AT HOBBS BROOK

	
110 CHARLETON RD. #1

	
STURBRIDGE

	
MA

	
01586


	
2072

	
FAMOUS FOOTWEAR

	
THE LOOP

	
90 PLEASANT VALLEY ST.

	
METHUEN

	
MA

	
01844


	
2141

	
FAMOUS FOOTWEAR

	
SHOPPES @ BLACKSTONE

	
70 WORCESTER PROVIDENCE

	
MILLBURY

	
MA

	
01527


	
2177

	
FAMOUS FOOTWEAR

	
GATEWAY CENTER

	
13 MYSTIC VIEW ROAD

	
EVERETT

	
MA

	
02149


	
2179

	
FAMOUS FOOTWEAR

	
REDSTONE SHOPPING CENTER

	
99 B MAIN STREET

	
STONEHORN

	
MA

	
02180


	
2218

	
FAMOUS FOOTWEAR

	
SEEKONK SQUARE

	
7 COMMERCE WAY

	
SEEKONK

	
MA

	
02771


	
2388

	
FAMOUS FOOTWEAR

	
MOUNTAIN FARMS

	
325 RUSSELL STREET

	
HADLEY

	
MA

	
01035


	
2402

	
FAMOUS FOOTWEAR

	
SAUGUS PLAZA

	
335 BROADWAY  UNIT # 7

	
SAUGUS

	
MA

	
01906


	
2404

	
FAMOUS FOOTWEAR

	
CHELMSFORD MALL

	
265 CHELMSFORD STREET

	
CHELMSFORD

	
MA

	
01824


	
2440

	
FAMOUS FOOTWEAR

	
SHERWOOD PLAZA

	
1298 WORCESTER ROAD  (ROUTE 9)

	
NATICK

	
MA

	
01760


	
2489

	
FAMOUS FOOTWEAR

	
SOUTH BAY CENTER

	
1102 MASSACHUSETTS AVENUE

	
BOSTON

	
MA

	
02125


	
2503

	
FAMOUS FOOTWEAR

	
MANSFIELD CROSSONGS

	
280 SCHOOL STREET  SUITE J-340

	
MANSFIELD

	
MA

	
02048


	
2558

	
FAMOUS FOOTWEAR

	
WAREHAM CROSSING

	
2421 CRANBERRY HIGHWAY # 436

	
WAREHAM

	
MA

	
02571















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	  STORE #	  TRADE/STORE NAME	  MALL/SHOPPING CENTER	 ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2620

	
FAMOUS FOOTWEAR

	
RIVERDALE SHOPS

	
935 RIVERDALE STREET  BLDG. D-100

	
WEST SPRINGFIELD

	
MA

	
01089


	
2628

	
FAMOUS FOOTWEAR

	
FRANKLIN VILLAGE SHOPPING CENTER

	
95 FRANKLIN VILLAGE DRIVE

	
FRANKLIN

	
MA

	
02038


	
2912

	
FAMOUS FOOTWEAR

	
ARSENAL MALL

	
485 ARSENAL STREET SUITE B9-10

	
WATERTOWN

	
MA

	
02472


	
96772

	
NATURALIZER OUTLET

	
WRENTHAM VILLAGE PREMIUM OUTLETS

	
#1 PREMIUM OUTLET BLVD., SUITE 180

	
WRENTHAM

	
MA

	
02093


	
99174

	
BROWN SHOE CLOSET

	
WRENTHAM VILLAGE PREMIUM OUTLETS

	
ONE PREMIUM OUTLET BLVD, SUITE 690

	
WRENTHAM

	
MA

	
02093


	
1282

	
FAMOUS FOOTWEAR

	
ASPEN HILL SHOPPING CNTR

	
13513 CONNETICUT AVE

	
WHEATON

	
MD

	
20902


	
1431

	
FAMOUS FOOTWEAR

	
OCEAN CITY

	
12741 OCEAN GATEWAY

	
OCEAN CITY

	
MD

	
21842


	
1574

	
FAMOUS FOOTWEAR

	
PRIME @ PERRYVILLE

	
68 HEATER LN-STE A006

	
PERRYVILLE

	
MD

	
21903


	
1674

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @HAGERSTOWN

	
525 PRIME OUTLETS BLVD

	
HAGERSTOWN

	
MD

	
21740


	
1717

	
FAMOUS FOOTWEAR

	
AVENUE AT WHITE MARSH

	
8129A HONEYGO BLVD.

	
WHITE MARSH

	
MD

	
21236


	
1754

	
FAMOUS FOOTWEAR

	
CENTRE AT HAGERSTOWN

	
17670 GARLAND GROH BLVD

	
HAGERSTOWN

	
MD

	
21740


	
2045

	
FACTORY BRAND SHOES

	
ARUNDEL MILLS

	
7600 CLARK ROAD, SPACE #528

	
HANOVER

	
MD

	
21076


	
2136

	
FAMOUS FOOTWEAR

	
CHESAPEAKE VILLAGE

	
417 OUTLET CENTER DRIVE

	
QUEENSTOWN

	
MD

	
21658


	
2149

	
FAMOUS FOOTWEAR

	
BOWLE TOWN CENTER

	
15651 EMERALD WAY

	
BOWIE

	
MD

	
20716


	
2561

	
FAMOUS FOOTWEAR

	
LAUREL SHOPPING CENTER

	
357 MONTROST AVENUE

	
LAUREL

	
MD

	
20707


	
2580

	
FAMOUS FOOTWEAR

	
LA PLATA PLAZA

	
50 SHINNING WILLOW WAY

	
LA PLATA

	
MD

	
20646


	
2698

	
FAMOUS FOOTWEAR

	
SAN SOUCI PLAZA

	
22599 MAC ARTHUR BLVD.  SPACE 370

	
CALIFORNIA

	
MD

	
20619


	
2699

	
FAMOUS FOOTWEAR

	
WALDORF MARKETPLACE

	
2992 WALDORF MARKETPLACE SUITE 1

	
WALDORF

	
MD

	
20603















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	   STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2720

	
FAMOUS FOOTWEAR

	
GREENWAY SHOPPING CENTER

	
7595 GREENBELT ROAD, SPACE 23

	
GREENBELT

	
MD

	
20770


	
2721

	
FAMOUS FOOTWEAR

	
CENTRE @ GLEN BURNIE

	
6711 RITCHIE HWY  SUITE 263

	
GLEN BURNIE

	
MD

	
21061


	
2724

	
FAMOUS FOOTWEAR

	
WATERSIDE VILLAGE

	
28531 MARLBORO AVENUE

	
EASTON

	
MD

	
21601


	
2757

	
FAMOUS FOOTWEAR

	
THE CENTRE @ GOLDEN RING

	
8652 B PULASKI HWY.

	
BALTIMORE

	
MD

	
21237


	
2758

	
FAMOUS FOOTWEAR

	
LANSDOWNE STATION

	
3541 WASHINGTON BLVD. # 110

	
BALTIMORE

	
MD

	
21227


	
2766

	
FAMOUS FOOTWEAR

	
LOCKWOOD PLACE

	
600 E. PRATT STREET

	
BALTIMORE

	
MD

	
21202


	
2767

	
FAMOUS FOOTWEAR

	
FESTIVAL @ RIVA ROAD

	
2315 E FOREST DRIVE

	
ANNAPOLIS

	
MD

	
21401


	
2815

	
FAMOUS FOOTWEAR

	
PENN MAR SHOPPING CENTER

	
3120 DONNELL DRIVE

	
FORESTVILLE

	
MD

	
20747


	
2879

	
FAMOUS FOOTWEAR

	
PARK PLAZA

	
550 GOVERNOR RITCHIE HIGHWAY # H

	
SEVERNA PARK

	
MD

	
21146


	
2913

	
FAMOUS FOOTWEAR

	
FESTIVAL @ BEL AIR

	
5 BEL AIR SOUTH PARKWAY, SUITE 403

	
BEL AIR

	
MD

	
21015


	
91540

	
NATURALIZER

	
COLUMBIA MALL

	
10300 LITTLE PATUXENT PKWY, SPACE 2070

	
COLUMBIA

	
MD

	
21044


	
91548

	
NATURALIZER

	
ST CHARLES TOWNE CENTER

	
11110 MALL CIRCLE, PO BOX 6137, STE. 2056

	
WALDORF

	
MD

	
20603


	
91555

	
NATURALIZER

	
OWINGS MILL TOWN CENTER

	
10300 MILL RUN CIRCLE

	
OWINGS MILLS

	
MD

	
21117


	
96792

	
NATURALIZER OUTLET

	
PRIME OUTLETS AT HAGERSTOWN

	
745 PRIME OUTLETS BLVD.

	
HAGERSTOWN

	
MD

	
21740


	
286

	
FAMOUS FOOTWEAR

	
MAINE CROSSING

	
330 CLARKS POND PKWY #630

	
PORTLAND

	
ME

	
04106


	
2026

	
FAMOUS FOOTWEAR

	
AUGUSTA MARKETPLACE

	
2B STEPHAN KING DRIVE

	
AUGUSTA

	
ME

	
04330


	
2472

	
FAMOUS FOOTWEAR

	
BNAGOR PARKADE

	
496 STILLWATER AVENUE

	
BANGOR

	
ME

	
04401


	
2490

	
FAMOUS FOOTWEAR

	
THE SHOPS @ BIDDEFORD CROSSINGS

	
418 MARINER WAY

	
BIDDEFORD

	
ME

	
04005















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	 ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2599

	
FAMOUS FOOTWEAR

	
MERRYMEETING PLAZA

	
147 BATH ROAD

	
BRUNSWICK

	
ME

	
04011


	
2781

	
FAMOUS FOOTWEAR

	
TURNER STREET CENTER

	
105 MOUNT AUBURN AVE. # 1

	
AUBURN

	
ME

	
04010


	
96709

	
NATURALIZER OUTLET

	
THE MAINE OUTLET

	
345 US RT. 1, BOX 23

	
KITTERY

	
ME

	
03904


	
98

	
FAMOUS FOOTWEAR

	
PRIME OULLETS @BIRCH RUN

	
12085 SOUTH BEYER ROAD

	
BIRCH RUN

	
MI

	
48415


	
219

	
FAMOUS FOOTWEAR

	
HAMPTON VILLAGE CENTRE

	
2883 S. ROCHESTER ROAD

	
ROCHESTER HILLS

	
MI

	
48307


	
244

	
FAMOUS FOOTWEAR

	
OAK VALLEY CENTRE

	
2915 OAK VALLEY DRIVE

	
ANN ARBOR

	
MI

	
48103


	
249

	
FAMOUS FOOTWEAR

	
HORIZON OUTLET CENTER

	
14500 LA PLAISANCE ROAD

	
MONROE

	
MI

	
48161


	
251

	
FAMOUS FOOTWEAR

	
HORIZON OUTLET CENTER

	
12330 JAMES ST. SUITE H90

	
HOLLAND

	
MI

	
49424


	
255

	
FAMOUS FOOTWEAR

	
MILLENNIUM PARK

	
13300 MIDDLEBELT

	
LIVONIA

	
MI

	
48154


	
521

	
FAMOUS FOOTWEAR

	
HORIZON OUTLET CENTER

	
1661 RANGE RD. #B90

	
PORT HURON

	
MI

	
48074


	
960

	
FAMOUS FOOTWEAR

	
EDGEWOOD TOWNE CENTER

	
438 E EDGEWOOD BLVD #D107

	
LANSING

	
MI

	
48911


	
1190

	
FAMOUS FOOTWEAR

	
WEST OAKS II

	
43514 W. OAKS DRIVE

	
NOVI

	
MI

	
48377


	
1191

	
FAMOUS FOOTWEAR

	
NEW TOWNE CENTRE

	
44590 FORD ROAD

	
CANTON

	
MI

	
48187


	
1197

	
FAMOUS FOOTWEAR

	
JACKSON CROSSING

	
1170 JACKSON CROSSING

	
JACKSON

	
MI

	
49202


	
1210

	
FAMOUS FOOTWEAR

	
SEARS LINCOLN PARK CTR

	
1730 DIX

	
LINCOLN PARK

	
MI

	
48146


	
1243

	
FAMOUS FOOTWEAR

	
HALL ROAD CROSSING

	
13901 HALL ROAD

	
SHELBY

	
MI

	
48315


	
1270

	
FAMOUS FOOTWEAR

	
FAIRLANE MEADOWS SUITE

	
16001 FORD RD 131&132

	
DEARBORN

	
MI

	
48126


	
1386

	
FAMOUS FOOTWEAR

	
GRAND TRAVERSE MALL

	
3200 S. AIRPORT RD W.

	
TRAVERSE CITY

	
MI

	
49685


	
1436

	
FACTORY BRAND SHOES

	
KENSINGTON FACTORY

	
1475 BURKHART RD-STE G180

	
HOWELL

	
MI

	
48843


	
1595

	
FAMOUS FOOTWEAR

	
COURTLAND CENTER

	
4190 E.COURT ST-SP #721

	
BURTON

	
MI

	
48509


	
1619

	
FAMOUS FOOTWEAR

	
CROSSROADS MALL

	
6650 S. WESTNEDGE AVE

	
PORTAGE

	
MI

	
49002















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	   MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
1640

	
FAMOUS FOOTWEAR

	
GREAT LAKES CROSSING

	
4178 BALDWIN ROAD #404

	
AUBURN HILLS

	
MI

	
48326


	
1657

	
FAMOUS FOOTWEAR

	
WEST VALLEY SHOPPING CENTER

	
3365 TITTABAWASSEE ROAD

	
SAGINAW

	
MI

	
48604


	
1742

	
FAMOUS FOOTWEAR

	
ARBORLAND CENTER

	
3567 WASHTENAW AVE

	
ANN ARBOR

	
MI

	
48104


	
2041

	
FACTORY BRAND SHOES

	
HORIZON OUTLET

	
3835 MARKETPLACE CIRCLE

	
TRAVERSE CITY

	
MI

	
49684


	
2170

	
FAMOUS FOOTWEAR

	
BALDWIN COMMONS

	
4840 SOUTH BALDWIN RD.

	
 LAKEORION

	
MI

	
48359


	
2172

	
FAMOUS FOOTWEAR

	
THE HEIGHTS

	
26486 FORD ROAD

	
DEARBORN HEIGHTS

	
MI

	
48127


	
2189

	
FAMOUS FOOTWEAR

	
MIDLAND PLACE

	
905 JOE MANN BLVD

	
MIDLAND

	
MI

	
48642


	
2202

	
FAMOUS FOOTWEAR

	
CLINTON POINT S.C.

	
33830  S. GRATIOT AVE.

	
CLINTON TOWNSHIP

	
MI

	
48035


	
2203

	
FAMOUS FOOTWEAR

	
MIDTOWN CENTER

	
1213 COOLIDGE HIGHWAY

	
TROY

	
MI

	
48084


	
2296

	
FAMOUS FOOTWEAR

	
ROGER PLAZA

	
1075 28TH STREET SW

	
WYOMING

	
MI

	
49509


	
2357

	
FAMOUS FOOTWEAR

	
CHESTERFIELD VILLAGE SQUARE

	
51530 GRATIOT AVENUE

	
CHESTERFIELD TWNSHP

	
MI

	
48051


	
2458

	
FAMOUS FOOTWEAR

	
GENESEE VALLEY CENTER

	
3227 S. LINDEN ROAD

	
FLINT TOWNSHIP

	
MI

	
48507


	
2530

	
FAMOUS FOOTWEAR

	
FAIRLANE SHOPPING CENTER

	
3340 FAIRLANE DRIVE

	
ALLEN PARK

	
MI

	
48101


	
2641

	
FACTORY BRAND SHOES

	
THE ORCHARDS MALL

	
1800 PIPESTONE RD STE 444

	
BENTON HARBOR

	
MI

	
49022


	
2707

	
FAMOUS FOOTWEAR

	
SOUTH BRANCH SHOPPING CENTER

	
1776 DEMILLE ROAD

	
LAPEER

	
MI

	
48446


	
2734

	
FACTORY BRAND SHOES

	
TANGER FACTORY OUTLET

	
2990 COOK RD-SUITE 106 -107

	
WEST BRANCH

	
MI

	
48661


	
2745

	
FAMOUS FOOTWEAR

	
CROSSROADS VILLAGE

	
47210 MICHIGAN AVENUE

	
CANTON

	
MI

	
48188















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	  STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
2970

	
FAMOUS FOOTWEAR

	
HARPER VILLAGE SHOPPING CENTER

	
12765 HAPER VILLAGE DR  # 105

	
BATTLE CREEK

	
MI

	
49014


	
90623

	
NATURALIZER

	
LAKESIDE MALL

	
14600 LAKESIDE CIRCLE

	
STERLING HEIGHTS

	
MI

	
48313


	
90639

	
NATURALIZER

	
TWELVE OAKS MALL

	
27230 NOVI ROAD SPACE D 169

	
NOVI

	
MI

	
48377


	
96750

	
NATURALIZER OUTLET

	
KENSINGTON VALLEY FACTORY SHOPS

	
1475 NORTH BURKHART RD., SPACE E-130

	
HOWELL

	
MI

	
48843


	
96752

	
NATURALIZER OUTLET

	
PRIME OUTLETS AT BIRCH RUN

	
12150 SOUTH BEYER RD., F-30

	
BIRCH RUN

	
MI

	
48415


	
96776

	
NATURALIZER OUTLET

	
GREAT LAKES CROSSING

	
4108 BALDWIN ROAD, SPACE 325

	
AUBURN HILLS

	
MI

	
48326


	
8

	
FAMOUS FOOTWEAR

	
WOODBURY VILLAGE S.C.

	
7150 VALLEY CREEK #208

	
WOODBURY

	
MN

	
55129


	
29

	
FAMOUS FOOTWEAR

	
CROSSROADS S. C.

	
1201 S. BROADWAY

	
ROCHESTER

	
MN

	
55904


	
40

	
FAMOUS FOOTWEAR

	
SOUTHVIEW SQUARE S.C.

	
1867 SOUTH ROBERT STREET

	
ST. PAUL

	
MN

	
55118


	
45

	
FAMOUS FOOTWEAR

	
HIGHLAND S.C.

	
2022 FORD PARKWAY

	
HIGHLAND PARK

	
MN

	
55116


	
48

	
FAMOUS FOOTWEAR

	
HAR MAR MALL

	
2100 N SNELLING AVE

	
ROSEVILLE

	
MN

	
55113


	
291

	
FAMOUS FOOTWEAR

	
SUN RAY SHOPPING CENTER

	
2121 HUDSON ROAD

	
ST. PAUL

	
MN

	
55119


	
292

	
FAMOUS FOOTWEAR

	
ROCKFORD ROAD PLAZA

	
4190 VINEWOOD LANE

	
PLYMOUTH

	
MN

	
55442


	
561

	
FAMOUS FOOTWEAR

	
NORTH BRANCH OUTLETS

	
38573 TANGER DRIVE #114

	
NORTH BRANCH

	
MN

	
55056


	
566

	
FAMOUS FOOTWEAR

	
DIVISION PLACE

	
2826 W DIVISION STREET

	
ST. CLOUD

	
MN

	
56301


	
1374

	
FAMOUS FOOTWEAR

	
STARLITE CENTER

	
7641 WEST BROADWAY

	
BROOKLYN PARK

	
MN

	
55428


	
1408

	
FAMOUS FOOTWEAR

	
ELK PARK CENTER

	
19174 FREEPORT AVENUE

	
ELK RIVER

	
MN

	
55330


	
1409

	
FAMOUS FOOTWEAR

	
MAPLE GROVE CROSSING

	
8076 WEDGEWOOD LANE

	
MAPLE GROVE

	
MN

	
55369















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	  ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
1530

	
FAMOUS FOOTWEAR

	
MINNEAPOLIS FACTORY SHOPS

	
6415 LABEAUX AVE NE

	
ALBERTVILLE

	
MN

	
55301


	
1545

	
FAMOUS FOOTWEAR

	
EAGAN PROMENADE

	
1287 PROMENADE PLACE #4

	
EAGAN

	
MN

	
55121


	
1554

	
FAMOUS FOOTWEAR

	
MEDFORD OUTLET CENTER

	
6750 W.FRONTAGE ROAD

	
MEDFORD

	
MN

	
55049


	
1652

	
FAMOUS FOOTWEAR

	
STILLWATER MARKETPLACE

	
1871 MARKET DR. #3

	
STILLWATER

	
MN

	
55082


	
1780

	
FAMOUS FOOTWEAR

	
VADNAIS SQUARE

	
947 E. COUNTY ROAD E

	
VADNAIS HEIGHTS

	
MN

	
55127


	
1794

	
FAMOUS FOOTWEAR

	
BURNSVILLE CENTER

	
1178 BURNSVILLE CENTER

	
BURNSVILLE

	
MN

	
55337


	
2209

	
FAMOUS FOOTWEAR

	
ROCHESTER MP

	
3813 MARKET PLACE DRIVE

	
ROCHESTER

	
MN

	
55901


	
2210

	
FAMOUS FOOTWEAR

	
SHAKOPEE VALLEY MALL

	
1593 17TH AVE EAST STE 100

	
SHAKOPEE

	
MN

	
55379


	
2271

	
FAMOUS FOOTWEAR

	
MANKATO HEIGHTS

	
1901 MADISON AVE

	
MANKATO

	
MN

	
56002


	
2284

	
FAMOUS FOOTWEAR

	
RIVERDALE VILLAGE

	
12761 RIVERDALE BLVD. NW

	
COON RAPIDS

	
MN

	
55448


	
2300

	
FAMOUS FOOTWEAR

	
FISCHER MARKET PLACE

	
14929 FLORENCE TR SUITE 500

	
APPLE VALLEY

	
MN

	
55124


	
2327

	
FAMOUS FOOTWEAR

	
MALL OF AMERICA

	
246 N. GARDEN-SPACE N246

	
MINNEAPOLIS

	
MN

	
55425


	
2342

	
FAMOUS FOOTWEAR

	
RIDGEHAVEN SHOPPING CENTER

	
13153 RIDGEDALE DRIVE

	
MINNETONKA

	
MN

	
55305


	
2425

	
FAMOUS FOOTWEAR

	
PAUL BUNYAN MALL

	
1201 PAUL BUNYAN DRIVE

	
BEMIDJI

	
MN

	
56601


	
2473

	
FAMOUS FOOTWEAR

	
FOUNTAIN PLACE

	
12577 CASTLEMOOR DRIVE

	
EDEN PRAIRIE

	
MN

	
55344


	
2528

	
FAMOUS FOOTWEAR

	
CRYSTAL SHOPPING CENTER

	
139 WILLOW BEND

	
CRYSTAL

	
MN

	
55428


	
2538

	
FAMOUS FOOTWEAR

	
QUARRY SHOPPING CENTER

	
1560 NEW BRIGHTON BLVD.

	
MINNEAPOLIS

	
MN

	
55413


	
2548

	
FAMOUS FOOTWEAR

	
SOUTH TOWN SHOP CENTER

	
7945 SOUTHTIWN CENTER  (I-494 & PENN AVE)

	
BLOOMINGTON

	
MN

	
55431


	
2602

	
FAMOUS FOOTWEAR

	
KANDI MALL

	
1605 S. FIRST STREET

	
WILLMAR

	
MN

	
56201


	
2616

	
FAMOUS FOOTWEAR

	
RED WING MALL

	
144 TYLER ROAD N SPACE C

	
RED WING

	
MN

	
55066















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2675

	
FAMOUS FOOTWEAR

	
NORTHTOWN MALL

	
398 NORTHTOWN DRIVE SUITE H-4

	
BLAINE

	
MN

	
55434


	
2704

	
FAMOUS FOOTWEAR

	
MAPLE CREEK RETAIL

	
1293 21ST AVENUE NW

	
OWATONNA

	
MN

	
55060


	
2866

	
FAMOUS FOOTWEAR

	
CEDAR POINT COMMONS

	
6515 RICHFIELD PARKWAY

	
RICHFIELD

	
MN

	
55423


	
95121

	
NATURALIZER

	
MALL OF AMERICA

	
SUITE 288, I-494 & HWY 77

	
BLOOMINGTON

	
MN

	
55425


	
96605

	
NATURALIZER OUTLET

	
ALBERTIVILLE MALL

	
6415 LEBEAUX AVE., NE, STE. A 60

	
ALBERTVILLE

	
MN

	
55301


	
96741

	
NATURALIZER OUTLET

	
MEDFORD VILLAGE FACTORY CENTER

	
6750 W. FRONTAGE ROAD

	
MEDFORD

	
MN

	
55049


	
96743

	
NATURALIZER OUTLET

	
NORTH BRANCH OUTLETS

	
38573 TANGER DR. #204

	
NORTH BRANCH

	
MN

	
55056


	
31

	
FAMOUS FOOTWEAR

	
INDEPENDENCE PLAZA

	
MISSOURI HY 291 & 39TH

	
INDEPENDENCE

	
MO

	
64055


	
210

	
FAMOUS FOOTWEAR

	
CREEKWOOD COMMONS

	
211 N.E. ENGLEWOOD ROAD

	
KANSAS CITY

	
MO

	
64118


	
264

	
FAMOUS FOOTWEAR

	
FACTORY MERCHANTS MALL

	
1000 PAT NASH DR. #4B

	
BRANSON

	
MO

	
65616


	
500

	
FAMOUS FOOTWEAR

	  	
4540 HIGHWAY 54  STE K2

	
OSAGE BEACH

	
MO

	
65065


	
530

	
FAMOUS FOOTWEAR

	
CENTRAL PLAZA

	
15329 MANCHESTER ROAD

	
BALLWIN

	
MO

	
63011


	
531

	
FAMOUS FOOTWEAR

	
KIRKWOOD COMMONS

	
1038 S. KIRKWOOD RD

	
KIRKWOOD

	
MO

	
63122


	
532

	
FAMOUS FOOTWEAR

	
DIEBERG-HERITAGE PLACE

	
12533 OLIVE BLVD.

	
CREVE COEUR

	
MO

	
63141


	
538

	
FAMOUS FOOTWEAR

	
ST. PETERS SQUARE

	
555 MID RIVERS MALL DRIVE

	
ST PETERS

	
MO

	
63376


	
580

	
FAMOUS FOOTWEAR

	
TENBROOK PLAZA

	
2100 TENBROOK ROAD

	
ARNOLD

	
MO

	
63010


	
689

	
FAMOUS FOOTWEAR

	
NORTHPARK MALL

	
101 RANGE LINE ROAD #350

	
JOPLIN

	
MO

	
64804


	
927

	
FAMOUS FOOTWEAR

	
FACTORY MERCHANTS BOX-D16

	
1000 PAT NASH DR. BLDG13

	
BRANSON

	
MO

	
65616


	
1041

	
FAMOUS FOOTWEAR

	
MAPLE VALLEY MARKETPLACE

	
749 MARKET STREET

	
FARMINGTON

	
MO

	
63640















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
1176

	
FAMOUS FOOTWEAR

	
TANGER FACTORY OUTLET

	
300 TANGER BLVD STE 305

	
BRANSON

	
MO

	
65616


	
1279

	
FAMOUS FOOTWEAR

	
EUREKA TOWNE CENTER

	
143 EUREKA TOWN CTR DR.

	
EUREKA

	
MO

	
63025


	
1366

	
FAMOUS FOOTWEAR

	
WESTFIELD SHOPPINGTOWN

	
2276 MID RIVERS MALL

	
ST. PETERS

	
MO

	
63376


	
1491

	
FAMOUS FOOTWEAR

	
WESTFIELD SHOPPINGTOWN

	
321 SO.COUNTY CENTER WAY

	
ST. LOUIS

	
MO

	
63129


	
1492

	
FAMOUS FOOTWEAR

	
CHESTERFIELD MALL

	
215 CHESTERFIELD MALL

	
CHESTERFIELD

	
MO

	
63017


	
1631

	
FAMOUS FOOTWEAR

	
HORIZON OUTLET CENTER

	
1000 WARRENTON OUTLET CTR

	
WARRENTON

	
MO

	
63383


	
1694

	
FAMOUS FOOTWEAR

	
WASHINGTON CROSSING

	
2080 WASHINGTON CROSSING

	
WASHINGTON

	
MO

	
63090


	
1700

	
FAMOUS FOOTWEAR

	
2020 INDUSTRIAL DRIVE

	
SUITE 13

	
LEBANON

	
MO

	
65536


	
1749

	
FAMOUS FOOTWEAR

	
THE SHOPS AT LAURA HILLS

	
2254 HIGHWAY K

	
O'FALLON

	
MO

	
63366


	
2094

	
FAMOUS FOOTWEAR

	
JAMES RIVER TOWNE CENTRE

	
1959 EAST INDEPENDENCE

	
SPRINGFIELD

	
MO

	
65804


	
2114

	
FAMOUS FOOTWEAR

	
GRAVOIS BLUFF SHOPPING CENTER

	
119-123 GRAVOIS BLUFF S.C.

	
FENTON

	
MO

	
63026


	
2115

	
FAMOUS FOOTWEAR

	
HOME DEPOT PLAZA

	
3883-87 MEXICO RD.

	
ST CHARLES

	
MO

	
63303


	
2116

	
FAMOUS FOOTWEAR

	
SUMMIT WOODS

	
1804 CHIPMAN ROAD

	
LEE'S SUMMIT

	
MO

	
64081


	
2163

	
FAMOUS FOOTWEAR

	
BARRY TOWNE SC

	
8401 NORTH MADISON

	
KANSAS CITY

	
MO

	
64151


	
2277

	
FAMOUS FOOTWEAR

	
WILSHIRE PLAZA

	
N.W. CHURCH ROAD & N. EVANSTON ROAD

	
KANSAS CITY

	
MO

	
64158


	
2318

	
FAMOUS FOOTWEAR

	
SIKESTON FACTORY STORE

	
100 OUTLET DRIVE   #35 AND 36

	
MINER

	
MO

	
63801


	
2355

	
FAMOUS FOOTWEAR

	
ST. LOUIS MILLS

	
5555 ST. LOUIS MILLS ROAD  SUITE # 282

	
HAZELWOOD

	
MO

	
63042


	
2456

	
FAMOUS FOOTWEAR

	
THE SHOPPES AT NORTH VILLAGE

	
5201 NORTH BELTLINE HWY, SUITE # 107

	
ST. JOSEPH

	
MO

	
64506


	
2487

	
FAMOUS FOOTWEAR

	
BELTON TOWNE CENTER

	
906 E. NORTH AVENUE

	
BELTON

	
MO

	
64012


	
2498

	
FAMOUS FOOTWEAR

	
PREWITT'S POINT

	
3924 UNIT - F, JR PREWITT PARKWAY

	
LAKE OZARK

	
MO

	
65049















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	  STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2527

	
FAMOUS FOOTWEAR

	
BRANSON LANDING

	
119 BRANSON LANDING

	
BRANSON

	
MO

	
65616


	
2549

	
FAMOUS FOOTWEAR

	
HAMPTON VILLAGE

	
4 HAMPTON VILLAGE PLAZA

	
ST. LOUIS

	
MO

	
63109


	
2563

	
FAMOUS FOOTWEAR

	
WENTZVILLE CROSSRAODS MARKETPLACE

	
1917 WENTZVILLE PARKWAY

	
WENTZVILLE

	
MO

	
63385


	
2571

	
FAMOUS FOOTWEAR

	
DARDENNE TOWN SQUARE

	
7959 HIGHWWAY N

	
DARDENNE PRAIRIE

	
MO

	
63366


	
2777

	
FAMOUS FOOTWEAR

	
TIFFANY SPRINGS SHOPPING CENTER

	
9052 N SKYVIEW AVENUE

	
KANSAS CITY

	
MO

	
64154


	
2899

	
FAMOUS FOOTWEAR

	
DIERBERGS BRENTWOOD POINTE

	
8522 EAGER ROAD

	
BRENTWOOD

	
MO

	
63144


	
90893

	
NATURALIZER

	
ST. LOUIS GALLERIA

	
2436 SAINT LOUIS GALLERIA

	
RICHMOND HEIGHTS

	
MO

	
63117


	
96759

	
NATURALIZER OUTLET

	
OSAGE BEACH PREMIUM OUTLETS

	
4540 HWY 54 - H-2  BOX C13

	
OSAGE BEACH

	
MO

	
65065


	
955

	
FACTORY BRAND SHOES

	
VICKSBURG FACTORY OUTLETS

	
4000 S.FRONTAGE RD STE126

	
VICKSBURG

	
MS

	
39180


	
1274

	
FACTORY BRAND SHOES

	
FACTORY STORES OF MS

	
325 LAKEWOOD DRIVE #31

	
BATESVILLE

	
MS

	
38606


	
1369

	
FACTORY BRAND SHOES

	
PRIME OUTLETS @ GULFPORT

	
10630 FACTORY SHOPS BLVD

	
GULFPORT

	
MS

	
39503


	
1633

	
FACTORY BRAND SHOES

	
CASINO FACTORY SHOPPES

	
13118 ROBINSONVILLE

	
TUNICA

	
MS

	
38664


	
2080

	
FAMOUS FOOTWEAR

	
BRIDGER PEAKS

	
NORTH 19TH STREET

	
BOZEMAN

	
MT

	
59715


	
2081

	
FAMOUS FOOTWEAR

	
NORTHSIDE CENTER

	
3315 N. MONTANA AVE

	
HELENA

	
MT

	
59601


	
2145

	
FAMOUS FOOTWEAR

	
GREAT FALLS MARKETPLACE

	
1601 MARKET PLACE DR, STE 25

	
GREAT FALLS

	
MT

	
59404


	
2195

	
FAMOUS FOOTWEAR

	
MARKETPLACE

	
2829 KING AVE WEST ,STE# B

	
BILLING

	
MT

	
59102


	
2196

	
FAMOUS FOOTWEAR

	
GRANT CREEK

	
3205 N RESERVE STREET SUITE A

	
MISSOUIA

	
MT

	
59808















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	  ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2371

	
FAMOUS FOOTWEAR

	
MOUNTAIN VIEW PLAZA

	
2385 N HWY 93 N.  SUITE # 1

	
KALISPELL

	
MT

	
59901


	
402

	
FAMOUS FOOTWEAR

	
BURLINGTON MFG. CENTER

	
2385 CORPORATION PARKWAY

	
BURLINGTON

	
NC

	
27215


	
1661

	
FAMOUS FOOTWEAR

	
CONCORD MILLS

	
8111 CONCORD MILLS BLVD  STE 530

	
CONCORD

	
NC

	
28027


	
1720

	
FAMOUS FOOTWEAR

	
CAROLINA OUTLET CENTER

	
1207 INDUSTRIAL PARK DR

	
SMITHFIELD

	
NC

	
27577


	
96712

	
NATURALIZER OUTLET

	
FACTORY STORES OF AMERICA

	
1026  INDUSTRIAL PARK DRIVE STE 460

	
SMITHFIELD

	
NC

	
27577


	
96795

	
NATURALIZER OUTLET

	
CONCORD MILLS

	
8111 CONCORD MILLS BLVD., STE. 604

	
CONCORD

	
NC

	
28027


	
2151

	
FAMOUS FOOTWEAR

	
GRAND FORKS MARKETPLACE

	
3711 32ND AVE., SOUTH

	
GRAND FORKS

	
ND

	
58206


	
2188

	
FAMOUS FOOTWEAR

	
WESTGATE COMMON

	
1500 13TH AVE., EAST SUITE C

	
WEST FARGO

	
ND

	
58078


	
2500

	
FAMOUS FOOTWEAR

	
KIRKWOOD MALL

	
628 KIRKWOOD

	
BISMARCK

	
ND

	
58504


	
35

	
FAMOUS FOOTWEAR

	
BRENTWOOD CROSSINGS

	
7893 S 83RD ST

	
LAVISTA

	
NE

	
68128


	
1011

	
FAMOUS FOOTWEAR

	
NEBRASKA CROSSING F.S.

	
14333 S. HWY 31  #F117

	
GRETNA

	
NE

	
68028


	
1474

	
FAMOUS FOOTWEAR

	
WESTROADS MALL

	
10000 CALIFORNIA STREET

	
OMAHA

	
NE

	
68114


	
2007

	
FAMOUS FOOTWEAR

	
CROSSROADS MALL

	
7400 DODGE ST

	
OMAHA

	
NE

	
68114


	
2055

	
FAMOUS FOOTWEAR

	
SUNSET PLAZA

	
1700 MARKET LANE

	
NORFOLK

	
NE

	
68701


	
2120

	
FAMOUS FOOTWEAR

	
SOUTH POINT PAVILLION

	
3010 PINE LAKE ROAD

	
LINCOLN

	
NE

	
68516


	
2121

	
FAMOUS FOOTWEAR

	
OAKVIEW PLAZA

	
3117 OAKVIEW DRIVE

	
OMAHA

	
NE

	
68144


	
2264

	
FAMOUS FOOTWEAR

	
EAST PARK SHOPPING CENTER

	
220 N 66TH STREET STE 320B

	
LINCOLN

	
NE

	
68505


	
2391

	
FAMOUS FOOTWEAR

	
EAGLE RUN SHOPPING CENTER

	
1115 ALLEN DRIVE

	
GRAND ISLAND

	
NE

	
68803


	
2513

	
FAMOUS FOOTWEAR

	
SORENSEN PARK PLAZA

	
6330 N 73RD ROAD PLAZA

	
OMAHA

	
NE

	
68122


	
2529

	
FAMOUS FOOTWEAR

	
EAGLE RUN SHOPPING CENTER

	
13330 WEST MAPLE ROAD

	
OMAHA

	
NE

	
68164















  





  











  









BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	  STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
2598

	
FAMOUS FOOTWEAR

	
SHADOW LAKE CENTER

	
7721 TOWNE CENTER PARKWAY # 103

	
PAPILLION

	
NE

	
68046


	
2684

	
FAMOUS FOOTWEAR

	
HILLTOP MALL

	
5035 2ND AVENUE SUITE # 27

	
KEARNEY

	
NE

	
68847


	
2685

	
FAMOUS FOOTWEAR

	
PLATTE RIVER MALL

	
1000 S. DEWEY STREET  SUITE 250

	
NORTH PLATTE

	
NE

	
69101


	
2686

	
FAMOUS FOOTWEAR

	
VILLAGE CENTER

	
130 24TH STREET

	
COLUMBUS

	
NE

	
68601


	
273

	
FAMOUS FOOTWEAR

	
NORTH HAMPTON OUTLET

	
LAFAYETTE RD. P.O.BOX 760

	
NORTH HAMPTON

	
NH

	
03862


	
274

	
FAMOUS FOOTWEAR

	
KEENE MILL OUTLET CTR.

	
149 EMERALD AVENUE

	
KEENE

	
NH

	
03431


	
501

	
FAMOUS FOOTWEAR

	
SETTLER'S GREEN OUTLET 23

	
ROUTE 16/302 #A2-6

	
NORTH CONWAY

	
NH

	
03860


	
954

	
FAMOUS FOOTWEAR

	
LAKES REGION FAC. STORES

	
120 LACONIA RD STE 124

	
TILTON

	
NH

	
03276


	
1733

	
FAMOUS FOOTWEAR

	
MALL OF NEW HAMPSHIRE

	
1500 S WILLOW ST

	
MANCHESTER

	
NH

	
03103


	
2387

	
FAMOUS FOOTWEAR

	
UPPER VALLEY SHOPPING CENTER

	
250 ROUTE 12 A

	
WEST LEBANON

	
NH

	
03784


	
2581

	
FAMOUS FOOTWEAR

	
ROCHESTER CROSSONG

	
160 WASHINGTON STREET  SUITE 101

	
ROCHESTER

	
NH

	
03839


	
266

	
FAMOUS FOOTWEAR

	
THE COURT AT DEPTFORD

	
301 N. ALMONESSON RD 3B

	
DEPTFORD

	
NJ

	
08096


	
567

	
FAMOUS FOOTWEAR

	
EAST GATE SQUARE

	
1150 NIXON DRIVE

	
MOUNT LAUREL

	
NJ

	
08054


	
1532

	
FAMOUS FOOTWEAR

	
SIX FLAGS FACTORY OUTLET

	
537 MONMOUTH ROAD STE 122

	
JACKSON

	
NJ

	
08527


	
1718

	
FAMOUS FOOTWEAR

	
JERSEY GARDENS

	
651 KAPLOWSKI ROAD

	
ELIZABETH

	
NJ

	
07201


	
2087

	
FAMOUS FOOTWEAR

	
ROXBURY MALL

	
275-350 , ROUTE 10 EAST

	
SUCCASUNNA

	
NJ

	
07876


	
2088

	
FAMOUS FOOTWEAR

	
WATCHUNG SQUARE

	
1515 ROUTE 22 WEST

	
WATCHUNG

	
NJ

	
07060


	
2118

	
FAMOUS FOOTWEAR

	
HAMILTON MALL

	
440 MARKETPLACE BLVD

	
HAMILTON

	
NJ

	
08650


	
2182

	
FAMOUS FOOTWEAR

	
NASSAU PARK PAVILI

	
550 NASSAU PARK BLUD., STE. 6

	
PRINCETON

	
NJ

	
03540















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
2211

	
FACTORY BRAND SHOES

	
ATLANTIC CITY OUTLET

	
112 NORTH MICHIGAN

	
ATLANTIC CITY

	
NJ

	
08401


	
2223

	
FAMOUS FOOTWEAR

	
PARAMUS PLACE

	
165 EAST ROUTE 4

	
PARAMUS

	
NJ

	
07652


	
2224

	
FAMOUS FOOTWEAR

	
EAST WINDSOR VILLAGE

	
72 PRINCETON HIGHTSTOWN

	
EAST WINDSOR

	
NJ

	
08520


	
2282

	
FAMOUS FOOTWEAR

	
WILLOW RIDGE PLAZA

	
744 RT 735

	
MARLTON

	
NJ

	
08053


	
2287

	
FAMOUS FOOTWEAR

	
LIBERTY VLG OUTLET CENTER

	
ONE CHURCH STREET

	
FLEMINGTON

	
NJ

	
08822


	
2294

	
FAMOUS FOOTWEAR

	
KOHL'S SHOPPING CENTER

	
14 MAIN STREET

	
CLIFTON

	
NJ

	
07014


	
2299

	
FAMOUS FOOTWEAR

	
FLEMINGTON CIRCLE DRIVE

	
276 ROUTES 202 & 31

	
FLEMINGTON

	
NJ

	
08822


	
2314

	
FAMOUS FOOTWEAR

	
VALLEY MALL

	
977 VALLEY ROAD

	
GILLETTE

	
NJ

	
07933


	
2316

	
FAMOUS FOOTWEAR

	
CONSUMER SQUARE

	
4751 ROUTE 9 NORTH

	
HOWELL

	
NJ

	
07731


	
2359

	
FAMOUS FOOTWEAR

	
HADLEY CENTER

	
4951 STELTON ROAD

	
SOUTH PLAINFIELD

	
NJ

	
07080


	
2372

	
FAMOUS FOOTWEAR

	
CROSS KEYS COMMONS # G-3

	
3501 BLACK HORSE PIKE

	
TURNERSVILLE

	
NJ

	
08012


	
2408

	
FAMOUS FOOTWEAR

	
BRUNSWICK SQUARE MALL

	
755 HWY 18  SPACE 950

	
EAST BRUNSWICK

	
NJ

	
08816


	
2413

	
FAMOUS FOOTWEAR

	
WAYNECHESTER PLAZA

	
1632 ROUTE 23 NORTH

	
WAYNE

	
NJ

	
07470


	
2435

	
FAMOUS FOOTWEAR

	
MANAHAWKIN COMMONS

	
601 WASHINGTON AVENUE

	
MANAHAWKIN

	
NJ

	
08050


	
2486

	
FAMOUS FOOTWEAR

	
GRANDE SHOPPING CENTER

	
3201 ROUTE 9 S  SPACE "D"

	
RIO GRANDE

	
NJ

	
08242


	
2501

	
FAMOUS FOOTWEAR

	
MARLBORO PLAZA

	
160 ROUTE 9 NORTH

	
ENGLISHTOWN

	
NJ

	
07726


	
2521

	
FAMOUS FOOTWEAR

	
GREENWICH CENTER

	
1203 NEW BRUNSWICK AVE.

	
PHILLIPSBURG

	
NJ

	
08865


	
2568

	
FAMOUS FOOTWEAR

	
SHREWSBURY PLAZA

	
460 SHREWSBURY PLAZA

	
SHREWSBURY

	
NJ

	
07702


	
2609

	
FAMOUS FOOTWEAR

	
UNION  LAKE CROSSING

	
2114 NORTH 2ND STREET

	
MILLVILLE

	
NJ

	
08332















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	  ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2636

	
FAMOUS FOOTWEAR

	
MORRIS HILLS SHOPPING CENTER

	
ROUTE 46 & 202 SPACE 20

	
PARSIPPANY ( TROY HILLS)

	
NJ

	
07054


	
2660

	
FAMOUS FOOTWEAR

	
ITC CROSSING SHOPPING CENTER

	
50 INTERNATIONAL DRIVE # 12

	
FLANDERS ( MT. OLIVE)

	
NJ

	
07836


	
2670

	
FAMOUS FOOTWEAR

	
COLONIAL SHOPPING PLAZA

	
1121 STATE ROUTE 34  SUITE G

	
MATAWAN ( ABERDEEN)

	
NJ

	
07747


	
2719

	
FAMOUS FOOTWEAR

	
MIDDLETOWN COMMONS

	
754 STATE ROUTE 35  (826)

	
MIDDLETON

	
NJ

	
07748


	
2924

	
FAMOUS FOOTWEAR

	
HAMILTON COMMONS

	
4215 BLACKHORSE PIKE

	
MAYS LANDING

	
NJ

	
08330


	
93313

	
NATURALIZER

	
DEPTFORD MALL

	
1750 DEPTFORD CENTER RD. SPACE 2029

	
DEPTFORD

	
NJ

	
08096


	
94238

	
NATURALIZER

	
GARDEN STATE PLAZA

	
RTES 4 & 17, SPACE #10-1041

	
PARAMUS

	
NJ

	
07652


	
96610

	
NATURALIZER OUTLET

	
THE WALK

	
1930 ATLANTIC AVENUE

	
ATLANTIC CITY

	
NJ

	
08401


	
96725

	
NATURALIZER OUTLET

	
JACKSON PREMIUM OUTLETS

	
537 MONMOUTH ROAD, SPACE 198

	
JACKSON TOWNSHIP

	
NJ

	
08527


	
595

	
FAMOUS FOOTWEAR

	
MESILLA VALLEY MALL

	
700 S TELSHOR - #1530

	
LAS CRUCES

	
NM

	
88001


	
697

	
FAMOUS FOOTWEAR

	
SANTA FE FACTORY STORES

	
8380 CERRILLOS RD #440

	
SANTA FE

	
NM

	
87505


	
1220

	
FAMOUS FOOTWEAR

	
ANIMAS VALLEY MALL

	
4601 E. MAIN ST. STE 118

	
FARMINGTON

	
NM

	
87402


	
1518

	
FAMOUS FOOTWEAR

	
COTTONWOOD MALL

	
10000 COORS BLVD NW #D211

	
ALBUQUERQUE

	
NM

	
87114


	
2148

	
FAMOUS FOOTWEAR

	
PLAZA SANTA FE

	
3537 ZAFARANO DR STE C

	
SANTA FE

	
NM

	
87505


	
2577

	
FAMOUS FOOTWEAR

	
BLUE MOUNTAIN JUNCTION

	
4301 NORTH MAIN   SUITE B

	
ROSWELL

	
NM

	
88201


	
2585

	
FAMOUS FOOTWEAR

	
MONTGOMERY PLAZA

	
5001 MONTGOMERY BLVD.,  A-21

	
ALBUQUERQUE

	
NM

	
87109


	
411

	
FAMOUS FOOTWEAR

	
BELZ FACTORY OUT. WORLD

	
7400 S LAS VEGAS BLVD #59

	
LAS VEGAS

	
NV

	
89123


	
490

	
FAMOUS FOOTWEAR

	
BOULEVARD MALL

	
3680 S MARYLAND PKWY #175

	
LAS VEGAS

	
NV

	
89109















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	  STORE #	  TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
605

	
FAMOUS FOOTWEAR

	
CHEYENNE COMMONS

	
3039 N RAINBOW BLVD. #C-1

	
LAS VEGAS

	
NV

	
89108


	
1421

	
FAMOUS FOOTWEAR

	
HORIZON OUTLET CENTER

	
1955 S. CASINO DR.STE 232

	
LAUGHLIN

	
NV

	
89029


	
1589

	
FAMOUS FOOTWEAR

	
GALLERIA AT SUNSET

	
1300 W SUNSET RD-#1615

	
HENDERSON

	
NV

	
89014


	
1757

	
FAMOUS FOOTWEAR

	
SILVERADO RANCH STATION

	
9863 S. EASTERN AVE.

	
LAS VEGAS

	
NV

	
89104


	
2001

	
FAMOUS FOOTWEAR

	
BOCA PARK MARKETPLACE

	
8740 W. CHARLESTON

	
LAS VEGAS

	
NV

	
89117


	
2138

	
FAMOUS FOOTWEAR

	
CENTINNIAL CENTER

	
7951 TROPICAL PARKWAY

	
LAS VEGAS

	
NV

	
89149


	
2236

	
FAMOUS FOOTWEAR

	
SIERRA TOWN CENTER

	
6865 SIERRA CENTER PARKWAY

	
RENO

	
NV

	
89511


	
2286

	
FAMOUS BRAND

	
LAS VEGAS PREMIUM OUTLET

	
855 SOUTH CENTRAL PKWY STE # 1875

	
LAS VEGAS

	
NV

	
89106


	
2332

	
FAMOUS FOOTWEAR

	
CARSON VALLEY PLAZA

	
955 TOPSY LANE

	
CARSON CITY

	
NV

	
89705


	
2537

	
FAMOUS FOOTWEAR

	
SPARKS CROSSINGS

	
221 LOS ALTOS PARKWAY

	
SPARKS

	
NV

	
89436


	
2569

	
FAMOUS FOOTWEAR

	
THE ARROYO MARKET SQUARE

	
7265 ARROYO CROSSINGS PARKWAY

	
LAS VEGAS

	
NV

	
89118


	
2672

	
FAMOUS FOOTWEAR

	
RIDGEVIEW PLAZA

	
5110 MAE ANNE AVENUE  UNIT 601

	
RENO

	
NV

	
89523


	
96623

	
NATURALIZER OUTLET

	
PREFERRED OUTLETS @ LAUGHLIN

	
1955 S. CASINO DRIVE SUITE 240

	
LAUGHLIN

	
NV

	
89029


	
96702

	
NATURALIZER OUTLET

	
LAS VEGAS PREMIUM OUTLET

	
855 SOUTH CENTRAL PKWY STE # 1855

	
LAS VEGAS

	
NV

	
89106


	
96721

	
NATURALIZER OUTLET

	
LAS VEGAS OUTLER CENTER

	
7400 S. LAS VEGAS BLVD. #27

	
LAS VEGAS

	
NV

	
89123


	
99113

	
BROWN SHOE CLOSET

	
FASHION OUTLETS LAS VEGAS

	
32100 LAS VEGAS BLVD. S

	
PRIMM  (JEAN)

	
NV

	
89019


	
99164

	
BROWN SHOE CLOSET

	
LAS VEGAS OUTLET CENTER

	
7400 S. LAS VEGAS BLVD. # 245

	
LAS VEGAS

	
NV

	
89123


	
78

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS@NIAGRA FALL

	
S638 MILITARY ROAD-#37

	
NIAGARA FALLS

	
NY

	
14304















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	  TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
86

	
FAMOUS FOOTWEAR

	
SOUTH TOWN PLAZA

	
3333 W HENRIETTA RD-SP 13

	
ROCHESTER

	
NY

	
14623


	
93

	
FAMOUS FOOTWEAR

	
PANORAMA PLAZA

	
1601 PENFIELD RD

	
PENFIELD

	
NY

	
14625


	
125

	
FAMOUS FOOTWEAR

	
POUGHKEEPSIE PLAZA MALL

	
ROUTE 9

	
POUGHKEEPSIE

	
NY

	
12601


	
951

	
FAMOUS FOOTWEAR

	
COBBLESTONE COURT

	
8000 VICTOR-PITTSFORD RD.

	
VICTOR

	
NY

	
14564


	
1046

	
FAMOUS FOOTWEAR

	
TOPS PLAZA

	
2101 ELMWOOD AVENUE

	
BUFFALO

	
NY

	
14207


	
1168

	
FAMOUS FOOTWEAR

	
SHOPPINGTOWN MALL

	
3649 ERIE BLVD STE 76

	
DEWITT

	
NY

	
13214


	
1181

	
FAMOUS FOOTWEAR

	
FACTORY STORES OF AMERICA

	
RTE 9 PO BOX 3214 SUITE 3

	
LAKE GEORGE

	
NY

	
12845


	
1346

	
FAMOUS FOOTWEAR

	
CHAUTAQUA MALL

	
318 E. FAIRMONT AVE. 374

	
LAKEWOOD

	
NY

	
14750


	
1367

	
FAMOUS FOOTWEAR

	
HUDSON VALLEY TOWN CTR

	
18 WESTAGE DR #5

	
FISHKILL

	
NY

	
12524


	
1402

	
FAMOUS FOOTWEAR

	
ROTTERDAM SQUARE

	
2 CAMPELL ROAD

	
ROTTERDAM

	
NY

	
12303


	
1484

	
FAMOUS FOOTWEAR

	
WILTON MALL

	
3065 RT. 50 STE E26

	
SARATOGA SPRINGS

	
NY

	
12866


	
1527

	
FAMOUS FOOTWEAR

	
TANGER FACTORY OUTLET

	
TANGER DRIVE-STE 1001

	
RIVERHEAD

	
NY

	
11901


	
1555

	
FAMOUS FOOTWEAR

	
BELLPORT OUTLET CENTER

	
10 FARBER DRIVE SUITE 9

	
BELLPORT

	
NY

	
11713


	
1598

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @ WATERLOO

	
655 ROUTE 318-SUITE A42

	
WATERLOO

	
NY

	
13165


	
1606

	
FAMOUS FOOTWEAR

	
EASTERN HILLS MALL

	
4545 TRANSIT RD-SUITE 355

	
WILLIAMSVILLE

	
NY

	
14221


	
1621

	
FAMOUS FOOTWEAR

	
WOODBURY COMMONS

	
968 GRAPEVINE CT

	
CENTRAL VALLEY

	
NY

	
10917


	
1730

	
FAMOUS FOOTWEAR

	
CONSUMER SQUARE

	
845 COUNTY ROUTE 64

	
ELMIRA

	
NY

	
14903


	
1750

	
FAMOUS FOOTWEAR

	
COLONIE CENTER

	
1425 CENTAL AVENUE  # 131

	
COLONIE

	
NY

	
12205


	
1790

	
FAMOUS FOOTWEAR

	
PHILLIPS AT SUNRISE

	
5500 SUNRISE HWY.

	
MASSAPEQUA

	
NY

	
11758


	
2012

	
FAMOUS FOOTWEAR

	
AVIATION MALL

	
578 AVIATION RD

	
QUEENSBURY

	
NY

	
12804















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	  STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2013

	
FAMOUS FOOTWEAR

	
CAROUSEL CENTER

	
9090 CAROUSEL CENTER DR

	
SYRACUSE

	
NY

	
13290


	
2014

	
FAMOUS FOOTWEAR

	
CROSSGATES MALL

	
1 CROSSGATES MALL ROAD

	
ALBANY

	
NY

	
12203


	
2018

	
FAMOUS FOOTWEAR

	
SALMON RUN MALL

	
21182 SALMON RUN LOOP W.

	
WATERTOWN

	
NY

	
13601


	
2019

	
FAMOUS FOOTWEAR

	
WALDEN GALLERIA

	
ONE WALDEN GALLERIA

	
BUFFALO

	
NY

	
14225


	
2131

	
FAMOUS FOOTWEAR

	
SHOPPES AT VESTAL

	
2317 VESTAL PKWY EAST #B

	
VESTAL

	
NY

	
13850


	
2160

	
FAMOUS FOOTWEAR

	
HOME DEPOT PLAZA

	
5031 JERRICO TURN PIKE

	
COMMACK

	
NY

	
11725


	
2183

	
FAMOUS FOOTWEAR

	
THE SOURCE

	
1504 OLD COUNTRY RD

	
WESTBURY

	
NY

	
11590


	
2215

	
FAMOUS FOOTWEAR

	
ORANGE PLAZA

	
470 ROUTE 11 EAST SUITE 11

	
MIDDLETOWN

	
NY

	
10940


	
2239

	
FAMOUS FOOTWEAR

	
GATEWAY CENTER

	
381 GATEWAY DRIVE

	
BROOKLYN

	
NY

	
11239


	
2257

	
FAMOUS FOOTWEAR

	
ISLANDIA SHOPPING CENTER

	
1704 VETERANS MEMORIAL HWY

	
ISLANDIA

	
NY

	
11722


	
2295

	
FAMOUS FOOTWEAR

	
GREECE TOWN MALL

	
486 GREECE CENTER RIDGE DRIVE C1

	
ROCHESTER

	
NY

	
14626


	
2298

	
FAMOUS FOOTWEAR

	
SOUTH PORT SHOPPING CTR

	
1017 MONTAUK HWY

	
SHIRLEY

	
NY

	
11967


	
2303

	
FAMOUS FOOTWEAR

	
WATERFRONT @ PORTCHESTER

	
14 WATERFRONT PLACE

	
PORTCHESTER

	
NY

	
10573


	
2319

	
FAMOUS FOOTWEAR

	
RIVERHEAD CENTER

	
1440 OLD COUNTRY ROAD

	
RIVERHEAD

	
NY

	
11901


	
2321

	
FAMOUS FOOTWEAR

	
QUEENS CENTER

	
90 - 15 QUEENS BLVD  # 0032

	
ELMHURST

	
NY

	
11373


	
2349

	
FAMOUS FOOTWEAR

	
MOHAWK COMMONS

	
430 BALLTOWN ROAD

	
NISKAYUNA

	
NY

	
12304


	
2367

	
FAMOUS FOOTWEAR

	
PLATTSBURGH CONSUMER SQ

	
57 CONSUMER SQUARE

	
PLATTSBURGH

	
NY

	
12901


	
2383

	
FAMOUS FOOTWEAR

	
MCKINLEY MALL

	
510 MCKINLEY MALL

	
BUFFALO

	
NY

	
14219


	
2401

	
FAMOUS FOOTWEAR

	
ONE PENN CENTER

	
250 W. 34TH STREET

	
NEW YORK

	
NY

	
10119


	
2406

	
FAMOUS FOOTWEAR

	
MOUNT VERNON CENTER

	
55 SANFORD BLVD.

	
MT VERNON

	
NY

	
10550


	
2411

	
FAMOUS FOOTWEAR

	
KOHL'S PLAZA

	
346 ROUTE 25 A, SUITE 74-80

	
ROCKY POINT

	
NY

	
11778


	
2434

	
FAMOUS FOOTWEAR

	
BROADWAY MALL

	
358 BROADWAY SUITE # 206

	
HICKSVILLE

	
NY

	
11801















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	  TRADE/STORE NAME	  MALL/SHOPPING CENTER	 ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2478

	
FAMOUS FOOTWEAR

	
BOULEVARD CONSUMERS SQUARE

	
1561 NIAGRA FALLS BLVD.

	
AMHERST

	
NY

	
14228


	
2522

	
FAMOUS FOOTWEAR

	
THE CROSSING

	
54 THE CROSSING BLVD.  # B-D

	
CLIFTON PARK

	
NY

	
12065


	
2542

	
FAMOUS FOOTWEAR

	
UNION CONSUMER SQUARE

	
3801 UNION ROAD, SUITE #4

	
CHEEKTOWAGA

	
NY

	
14225


	
2608

	
FAMOUS FOOTWEAR

	
THE ORCHARDS SHOPPING CENTER

	
8647 CLINTON STREET

	
NEW HARTFORD

	
NY

	
13413


	
2658

	
FAMOUS FOOTWEAR

	
QUAKER CROSSINGS

	
3465 AMELIA DRIVE

	
ORCHARD PARK

	
NY

	
14127


	
2659

	
FAMOUS FOOTWEAR

	
BIG H SHOPPING CENTER

	
811 NEW YORK AVENUE

	
HUNTINGTON

	
NY

	
11743


	
2674

	
FAMOUS FOOTWEAR

	
AUBURN PLAZA

	
217 GRANT AVENUE  SPACE 2

	
AUBURN

	
NY

	
13021


	
2695

	
FAMOUS FOOTWEAR

	
GLEMNONT PLAZA

	
376 FEURA BUSH ROAD  # 145

	
GLENMONT

	
NY

	
12077


	
2716

	
FAMOUS FOOTWEAR

	
TOWNE CENTER @ WEBSTER

	
1058 RIDGE ROAD SPACE E-1

	
WEBSTER

	
NY

	
14580


	
2806

	
FAMOUS FOOTWEAR

	
DENA MARIE PLAZA

	
910 MIRON LANE

	
KINGSTON

	
NY

	
12401


	
2817

	
FAMOUS FOOTWEAR

	
COUNTRY SQUIRE PLAZA

	
7954 BREWERTON ROAD # 200

	
CICERO

	
NY

	
13039


	
2836

	
FAMOUS FOOTWEAR

	
SOUTH SHORE COMMONS

	
2955 VETERANS ROAD WEST # 1-A

	
STATEN ISLAND

	
NY

	
10309


	
2838

	
FAMOUS FOOTWEAR

	
ITHACA MALL

	
40 CATHERWOOD ROAD

	
ITHACA

	
NY

	
14850


	
2886

	
FAMOUS FOOTWEAR

	
TOWNE CENTER @ FAYETTEVILLE

	
106 TOWNE DRIVE

	
FAYETTEVILLE

	
NY

	
13066


	
2898

	
FAMOUS FOOTWEAR

	
TANGER OUTLETS @ THE ARCHES

	
872 THE ARCHES CIRCLE

	
DEE PARK

	
NY

	
11729


	
91751

	
NATURALIZER

	
STATEN ISLAND

	
2655 RICHMOND AVENUE

	
STATEN ISLAND

	
NY

	
10314


	
91788

	
NATURALIZER

	
BOULEVARD MALL

	
1259 - A NIAGRA FALL BLVD

	
AMHERST

	
NY

	
14226


	
94224

	
NATURALIZER

	
WALT WHITMAN MALL

	
RT 110 & JERICHO TURNPIKE

	
HUNTINGTON STATION

	
NY

	
11746















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
94251

	
NATURALIZER

	
KINGS PLAZA

	
5321 KINGS PLAZA, SUITE C5U

	
BROOKLYN

	
NY

	
11234


	
94256

	
NATURALIZER

	  	
712 LEXINGTON AVE

	
NEW YORK

	
NY

	
10022


	
94257

	
NATURALIZER

	
GREEN ACRES MALL

	
1104 GREEN ACRES MALL

	
VALLEY STREAM

	
NY

	
11581


	
96637

	
NATURALIZER OUTLET

	
WOODBURY COMMONS

	
112 MARIGOLD COURT  RTE 32

	
CENTRAL VALLEY/WOODBURY

	
NY

	
10917


	
96638

	
NATURALIZER OUTLET

	
TANGER FACTORY OUTLET

	
1770 W. MAIN STREET  SUITE 218

	
RIVERHEAD

	
NY

	
11901


	
96646

	
NATURALIZER OUTLET

	
TANGER OUTLETS @ THE ARCHES

	
1118 THE ARCHES CIRCLE

	
DEE PARK

	
NY

	
11729


	
99018

	
VIA SPIGA

	
BROADWAY - SOHO

	
487 BROADWAY

	
NEW YORK

	
NY

	
10013


	
539

	
FAMOUS FOOTWEAR

	
GOLDEN GATE S.C.

	
1574 MAYFIELD ROAD

	
MAYFIELD HEIGHTS

	
OH

	
44124


	
540

	
FAMOUS FOOTWEAR

	
ERIE COMMONS PLAZA

	
8000 PLAZA BLVD.

	
MENTOR

	
OH

	
44060


	
541

	
FAMOUS FOOTWEAR

	
PLAZA CHAPEL HILL PLAZA

	
338 HOWE AVE

	
CUYAHOGA FALLS

	
OH

	
44221


	
545

	
FAMOUS FOOTWEAR

	
ROSEMONT COMMONS S.C.

	
3750 W MARKET ST UNIT L

	
FAIRLAWN

	
OH

	
44333


	
546

	
FAMOUS FOOTWEAR

	
RIVERSTREET SQUARE

	
227 MIDWAY BLVD D5 & D6

	
ELYRIA

	
OH

	
44035


	
574

	
FAMOUS FOOTWEAR

	
RIDGE PARK SQUARE

	
4790 RIDGE ROAD

	
BROOKLYN

	
OH

	
44144


	
576

	
FAMOUS FOOTWEAR

	
MACEDONIA CMNNS S.C.

	
8210 MACEDONIA CMMNS BLVD

	
MACEDONIA

	
OH

	
44056


	
1022

	
FAMOUS FOOTWEAR

	
FAIRFIELD CROSSINGS

	
4641 DIXIE HWY

	
FAIRFIELD

	
OH

	
45014


	
1072

	
FAMOUS FOOTWEAR

	
AURORA PREMIUM OUTLETS

	
549 CHILLICOTHE #310

	
AURORA

	
OH

	
44202


	
1091

	
FAMOUS FOOTWEAR

	
CARNATION MALL

	
2500 WEST STATE STREET

	
ALLIANCE

	
OH

	
44601


	
1217

	
FAMOUS FOOTWEAR

	
MONTGOMERY CROSSING

	
9460 FIELDS ERTEL

	
CINCINNATI

	
OH

	
45249


	
1256

	
FAMOUS FOOTWEAR

	
PARMATOWN PLAZA

	
7621 W. RIDGEWOOD #77

	
PARMA

	
OH

	
44129















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	  ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
1348

	
FAMOUS FOOTWEAR

	
WOODLAND MALL

	
1234 N. MAIN ST. BOX 14

	
BOWLING GREEN

	
OH

	
43402


	
1370

	
FAMOUS FOOTWEAR

	
PRIME OUTLET @ LODI

	
9909 AVON LAKE ROAD, STE. 470

	
BURBANK

	
OH

	
44214


	
1460

	
FAMOUS FOOTWEAR

	
LIMA MALL

	
2400 ELIDA ROAD STE 154

	
LIMA

	
OH

	
45805


	
1570

	
FAMOUS FOOTWEAR

	
BELDEN PARK CROSSINGS

	
5496 DRESSLER RD_#55

	
CANTON

	
OH

	
44720


	
1605

	
FAMOUS FOOTWEAR

	
SOUTHERN PARK MALL

	
7401 MARKET STREET #473

	
YOUNGSTOWN

	
OH

	
44512


	
1646

	
FAMOUS FOOTWEAR

	
WILLOUGHBY COMMONS

	
36375 EUCLID AVE

	
WILLOUGHBY

	
OH

	
44094


	
1660

	
FAMOUS FOOTWEAR

	
OHIO VALLEY PLAZA

	
50483 VALLEY PLAZA RD

	
ST CLAIRSVILLE

	
OH

	
43950


	
1715

	
FAMOUS FOOTWEAR

	
SUN CENTER

	
3640 W. DUBLIN GRANVILLE

	
COLUMBUS

	
OH

	
43235


	
1716

	
FAMOUS FOOTWEAR

	
POLARIS TOWNE CENTRE

	
1223 POLARIS PARKWAY

	
COLUMBUS

	
OH

	
43240


	
2096

	
FAMOUS FOOTWEAR

	
AVON COMMONS

	
35882 DETROIT RD.

	
AVON

	
OH

	
44011


	
2101

	
FAMOUS FOOTWEAR

	
LENNOX TOWN CENTER

	
1665 OLENTANGY RIVER ROAD

	
COLUMBUS

	
OH

	
43212


	
2112

	
FAMOUS FOOTWEAR

	
NORTH POINTE PLAZA

	
114 MEADOW PARK AVENUE

	
LEWIS CENTER

	
OH

	
43035


	
2200

	
FAMOUS FOOTWEAR

	
UNIVERSITY SQUARE

	
14060 CEDAR ROAD STE #280

	
UNIVESITY HGTS

	
OH

	
44118


	
2212

	
FAMOUS FOOTWEAR

	
MARKETPLACE AT FOUR CORNERS

	
7085 MARKETPLACE DRIVE

	
AURORA

	
OH

	
45612


	
2263

	
FAMOUS FOOTWEAR

	
TAYLOR SQUARE MALL

	
2937 TAYLOR RD SW

	
REYNOLDSBURG

	
OH

	
43068


	
2302

	
FAMOUS FOOTWEAR

	
VOICE OF AMERICA

	
7620 VOICE OF AMERICA DRIVE

	
WEST CHESTER

	
OH

	
45069


	
2348

	
FAMOUS FOOTWEAR

	
GREENS OF STRONGSVILLE

	
18074 ROYALTON ROAD

	
STRONGSVILLE

	
OH

	
44136


	
2393

	
FAMOUS FOOTWEAR

	
ONTARIO TOWN CENTER

	
2265 WALKER LAKE ROAD

	
MANSFIELD

	
OH

	
44903


	
2441

	
FAMOUS FOOTWEAR

	
THE MARKET @ HILLIARD

	
1816 ROME-HILLIARD ROAD

	
COLUMBUS

	
OH

	
43026















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	  STORE #	 TRADE/STORE NAME	   MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
2452

	
FAMOUS FOOTWEAR

	
NORTHPARK CENTER

	
8231 OLD TROY PIKE ROAD

	
HUBER HEIGHTS

	
OH

	
45424


	
2533

	
FAMOUS FOOTWEAR

	
NORTHPOINTE CENTER

	
3849 GORSKY DRIVE

	
ZANESVILLE

	
OH

	
43701


	
2586

	
FAMOUS FOOTWEAR

	
STEELYARD COMMONS

	
3521 STEELYARD DRIVE

	
CLEVELAND

	
OH

	
44109


	
2688

	
FAMOUS FOOTWEAR

	
STONE CREEK TOWNE CREEK

	
3667 STONE CREEK BLVD.

	
CINCINNATI

	
OH

	
45251


	
2706

	
FAMOUS FOOTWEAR

	
WEST GATE PLAZA

	
3210 WEST GATE SUITE # 312

	
FAIRVIEW PARK

	
OH

	
44126


	
2726

	
FAMOUS FOOTWEAR

	
CROSSINGS @ SANDUSKY

	
901 CROSSINGS ROAD

	
SANDUSKY

	
OH

	
44870


	
2763

	
FAMOUS FOOTWEAR

	
ARLINGTON RIDGE MARKETPLACE

	
790 ARLINGTON RIDGE  SUITE 309

	
AKRON

	
OH

	
44306


	
2771

	
FAMOUS FOOTWEAR

	
SHOPPES @ INDIAN SPRINGS

	
3165 PRINCETON ROAD

	
FAIRFIELD TOWNSHIP

	
OH

	
45011


	
2800

	
FAMOUS FOOTWEAR

	
GREAT NORTHERN MALL

	
422 GREAT NORTHERN MALL

	
NORTH OLMSTED

	
OH

	
44070


	
2834

	
FAMOUS FOOTWEAR

	
PARKWAY CENTRE EAST

	
4164 BUCKEYE PARKWAY

	
GROVE CITY

	
OH

	
43123


	
2839

	
FAMOUS FOOTWEAR

	
HARVARD PARK SHOPPING CENTER

	
4073 RICHMOND ROAD

	
WARRENSVILLE HEIGHTS

	
OH

	
44122


	
2846

	
FAMOUS FOOTWEAR

	
STOW COMMUNITY S.C.

	
4224 KENT ROAD

	
STOW

	
OH

	
44224


	
2847

	
FAMOUS FOOTWEAR

	
EASTERN MARKET SQUARE

	
3725 EASTON MARKET

	
COLUMBUS

	
OH

	
43219


	
91961

	
NATURALIZER

	
POLARIS FASHION MALL

	
1500 POLARIS PARKWAY SUITE 1042

	
COLUMBUS

	
OH

	
43240


	
625

	
FAMOUS FOOTWEAR

	
FRENCH MARKET CENTER

	
2804 NW 63RD ST

	
OKLAHOMA CITY

	
OK

	
73116


	
690

	
FAMOUS FOOTWEAR

	
SOONER FASHION MALL

	
3447 WEST MAIN

	
NORMAN

	
OK

	
73072


	
1025

	
FAMOUS FOOTWEAR

	
VANDEVER ACRES

	
732 W. NEW ORLEANS #116

	
BROKEN ARROW

	
OK

	
74012















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	  STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
1026

	
FAMOUS FOOTWEAR

	
WASHINGTON PARK MALL

	
2350 SE WASHINGTON #310

	
BARTLESVILLE

	
OK

	
74006


	
1199

	
FAMOUS FOOTWEAR

	
OAKWOOD MALL

	
4125 W. GARRIOTT #F-4

	
ENID

	
OK

	
73703


	
1302

	
FAMOUS FOOTWEAR

	
MOUTAIN VIEW MALL

	
1211 NORTH COMMERCE

	
ARDMORE

	
OK

	
73401


	
1383

	
FAMOUS FOOTWEAR

	
CENTRAL MALL

	
141 CENTRAL MALL

	
LAWTON

	
OK

	
73501


	
1522

	
FAMOUS FOOTWEAR

	
TULSA PROMENADE

	
41ST & YALE AVE STE GL707

	
TULSA

	
OK

	
74135


	
1723

	
FAMOUS FOOTWEAR

	
BRADFORD PLAZA

	
623 N. MAIN ST

	
STILLWATER

	
OK

	
74075


	
1748

	
FAMOUS FOOTWEAR

	
CROSS OAKS CENTER

	
7142 SOUTH MEMORIAL

	
TULSA

	
OK

	
74133


	
1763

	
FAMOUS FOOTWEAR

	
ARROWHEAD MALL

	
510 NORTH MAIN #26

	
MUSKOGEE

	
OK

	
74401


	
2004

	
FAMOUS FOOTWEAR

	
CROSSROADS MALL

	
7000 CROSSROADS MALL DR

	
OKLAHOMA CITY

	
OK

	
73149


	
2006

	
FAMOUS FOOTWEAR

	
QUAIL SPRINGS

	
2501 W. MEMORIAL RD.  # 217

	
OKLAHOMA CITY

	
OK

	
73134


	
2099

	
FAMOUS FOOTWEAR

	
SOUTHROADS VILLAGE

	
5323 EAST 41ST STREET

	
TULSA

	
OK

	
74135


	
2474

	
FAMOUS FOOTWEAR

	
240 PENN PARK SHOPPING CENTER

	
1453 W I 240 SERVICE ROAD

	
OKLAHOMA CITY

	
OK

	
73159


	
2509

	
FAMOUS FOOTWEAR

	
SHOPPES @ MOORE

	
2320 SOUTH SERVICE ROAD

	
MOORE

	
OK

	
73160


	
2622

	
FAMOUS FOOTWEAR

	
ROCKWELL PLAZA

	
8525 N. ROCKWELL AVE.

	
OKLAHOMA CITY

	
OK

	
73132


	
2739

	
FAMOUS FOOTWEAR

	
TULSA HILLS

	
7334 S. OLYMPIA AVE WEST

	
TULSA

	
OK

	
74132


	
2819

	
FAMOUS FOOTWEAR

	
BRYANT SQUARE

	
530 SOUTH BRYANT AVENUE

	
EDMOND

	
OK

	
73034


	
258

	
FAMOUS FOOTWEAR

	
COLUMBIA GORGE F.S.

	
450 NW 257TH AVE #408

	
TROUTDALE

	
OR

	
97060


	
1145

	
FAMOUS FOOTWEAR

	
FACTORY STORES AT LINCOLN

	
1500 SE E.DEVILS LAKE RD

	
LINCOLN CITY

	
OR

	
97367


	
1151

	
FAMOUS FOOTWEAR

	
ROGUE VALLEY MALL

	
1600. N. RIVERSIDE DR SUITE # 2022

	
MEDFORD

	
OR

	
97501


	
1224

	
FAMOUS FOOTWEAR

	
GATEWAY MALL

	
3000 GATEWAY STREET-504

	
SPRINGFIELD

	
OR

	
97477















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	   STORE #	 TRADE/STORE NAME	   MALL/SHOPPING CENTER	  ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
1539

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @ BEND

	
61350 S.HWY 97

	
BEND

	
OR

	
97702


	
1690

	
FAMOUS FOOTWEAR

	
WOODBURN COMPANY STORES

	
1001 ARNEY ROAD

	
WOODBURN

	
OR

	
97071


	
2060

	
FAMOUS FOOTWEAR

	
SALEM CENTER

	
401 CENTER STREET N.E.

	
SALEM

	
OR

	
97301


	
2077

	
FAMOUS FOOTWEAR

	
GRESHAM STATION

	
1271 NW CIVIC DRIVE

	
GRESHAM

	
OR

	
97030


	
2229

	
FAMOUS FOOTWEAR

	
MALL 205

	
9950 SE WASHINGTON ST D12

	
PORTLAND

	
OR

	
97216


	
2235

	
FAMOUS FOOTWEAR

	
TANASBOURNE TC

	
18049 NW EVERGREEN PKWY

	
TANASBOURNE

	
OR

	
97006


	
2307

	
FAMOUS FOOTWEAR

	
SEASIDE FACTORY OUTLET

	
1111 NORTH ROOSEVELT , STE 216

	
SEASIDE

	
OR

	
97138


	
2403

	
FAMOUS FOOTWEAR

	
HERITAGE MALL

	
2245 14TH AVENUE SE

	
ALBANY

	
OR

	
97322


	
2421

	
FAMOUS FOOTWEAR

	
LANCASTER MALL

	
831 LANCASTER DRIVE  N.E.  # 137

	
SALEM

	
OR

	
97301


	
2430

	
FAMOUS FOOTWEAR

	
CEDAR HILLS CROSSING

	
3195 S W CEDAR HILLS BLVD.  SUITE # 95

	
BEAVERTON

	
OR

	
97005


	
2484

	
FAMOUS FOOTWEAR

	
CASCADE VILLAGE SHOPPING CENTER

	
63455 N HIGHWAY 97

	
BEND

	
OR

	
97701


	
2553

	
FAMOUS FOOTWEAR

	
KEIZER STATION VILLAGE CENTER

	
6485 KEIZER STATION BLVD.

	
KEIZER

	
OR

	
97303


	
2650

	
FAMOUS FOOTWEAR

	
JEFFERSON  SQUARE

	
2850 S 6TH STREET

	
KLAMATH FALLS

	
OR

	
97603


	
2673

	
FAMOUS FOOTWEAR

	
NYBERG WOODS

	
7023 SW NYBURG STREET

	
TUALATIN

	
OR

	
97062


	
2693

	
FAMOUS FOOTWEAR

	
CASCADE STATION

	
9959 NE CASCADES PARKWAY

	
PORTLAND

	
OR

	
97220


	
2701

	
FAMOUS FOOTWEAR

	
CORVALLIS MARKET CENTER

	
1550 N 9TH STREET  SUITE 107

	
CORVALLIS

	
OR

	
97330


	
2709

	
FAMOUS FOOTWEAR

	
MCMINNVILLE PLAZA

	
2604 NE HWY 99 W

	
MCMINNVILLE

	
OR

	
97128


	
2794

	
FAMOUS FOOTWEAR

	
SUNSET ESPLANADE

	
2305 TUALATIN VALLEY HIGHWAY

	
HILLSBORO

	
OR

	
97123


	
2795

	
FAMOUS FOOTWEAR

	
ROSS CENTER

	
11211 SE 82ND AVENUE  SUITE C

	
CLACKAMAS

	
OR

	
97086















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	   STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2822

	
FAMOUS FOOTWEAR

	
GRANT PASS SHOPPING CENTER

	
919 NORTHEAST D STREET

	
GRANTS PASS

	
OR

	
97526


	
96603

	
NATURALIZER OUTLET

	
WOODBURN COMPANY STORES

	
1001 ARNEY ROAD, SUITE 216

	
WOODBURN

	
OR

	
97071


	
96622

	
NATURALIZER OUTLET

	
TANGER OUTLET CENTER

	
1500 SE EAST DEVILS LAKE ROAD  # 404

	
LINCOLN CITY

	
OR

	
97367


	
96724

	
NATURALIZER OUTLET

	
COLUMBIA GORGE PREMIUM OUTLETS

	
450 N.W. 257, SUITE 412

	
TROUTDALE

	
OR

	
97060


	
148

	
FAMOUS FOOTWEAR

	
VILLAGE SQUARE

	
4000 OXFORD DR SPACE C1

	
BETHEL PARK

	
PA

	
15102


	
202

	
FAMOUS FOOTWEAR

	
MIRACLE MILE S.C.

	
4690 WILLIAM PENN HWY #45

	
MONROEVILLE

	
PA

	
15146


	
211

	
FAMOUS FOOTWEAR

	
WHITELAND TOWNE CENTER

	
197 W. LINCOLN HIGHWAY

	
EXTON

	
PA

	
19341


	
212

	
FAMOUS FOOTWEAR

	
FRANKLIN MILLS

	
1464 FRANKLIN MILLS CIR.

	
PHILADELPHIA

	
PA

	
19154


	
225

	
FAMOUS FOOTWEAR

	
PLAZA AT ROBINSON TOWNCTR

	
1740 PARK MANOR BLVD

	
PITTSBURGH

	
PA

	
15205


	
275

	
FAMOUS FOOTWEAR

	
GATEWAY S.C.

	
261 SWEDEFORD ROAD

	
WAYNE

	
PA

	
19087


	
276

	
FAMOUS FOOTWEAR

	
OLDE SPROUL S.C.

	
1160 BALTIMORE PIKE

	
SPRINGFIELD

	
PA

	
19064


	
505

	
FAMOUS FOOTWEAR

	
HILLCREST SHOPPING CENTER

	
LEECHBURG SUITE 179/183

	
LOWER BURRELL

	
PA

	
15068


	
571

	
FAMOUS FOOTWEAR

	
FACTORY STORES AT HERSHEY

	
92A HERSHEYPARK DRIVE

	
HERSHEY

	
PA

	
17033


	
594

	
FAMOUS FOOTWEAR

	
RALPH'S CORNER S.C.

	
2333 MAIN STREET C16/C17

	
LANSDALE

	
PA

	
19446


	
1002

	
FAMOUS FOOTWEAR

	
COLUMBIA MALL

	
225 COLUMBIA MALL DR

	
BLOOMSBURG

	
PA

	
17815


	
1045

	
FAMOUS FOOTWEAR

	
FAIRLESS HILLS S.C.

	
455 S.  OXFORD VALLEY RD

	
FAIRLESS HILLS

	
PA

	
19030















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	   STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
1074

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS@SPRINGFIELD

	
PO BOX 1079 SPACE 740

	
GROVE CITY

	
PA

	
16127


	
1271

	
FAMOUS FOOTWEAR

	
POTTSTOWN CENTER

	
223 SHOEMAKER RD.

	
POTTSTOWN

	
PA

	
19464


	
1328

	
FAMOUS FOOTWEAR

	
HILLTOP PLAZA

	
ROUTE 268 HILLTOP PLAZA

	
KITTANNING

	
PA

	
16201


	
1329

	
FAMOUS FOOTWEAR

	
SOUTHTOWNE PLAZA

	
2550 RTE 286 S. STE

	
INDIANA

	
PA

	
15701


	
1330

	
FAMOUS FOOTWEAR

	
UNION SQUARE SHOPPING CTR

	
2503 W. STATE STREET

	
NEW CASTLE

	
PA

	
16101


	
1413

	
FAMOUS FOOTWEAR

	
WESTMORELAND MALL

	
RT 30 EAST

	
GREENSBURG

	
PA

	
15601


	
1521

	
FACTORY BRAND SHOES

	
GETTYSBURG VILLAGE

	
1863 GETTYSBURG VILLAGE DR, STE 340

	
GETTYSBURG

	
PA

	
17325


	
1649

	
FAMOUS FOOTWEAR

	
ROCKVALE SQUARE

	
35 S. WILLOWDALE #409/410

	
LANCASTER

	
PA

	
17602


	
1721

	
FAMOUS FOOTWEAR

	
BROADCASTING SQUARE

	
2761 PAPER MILL ROAD

	
READING

	
PA

	
19610


	
1745

	
FAMOUS FOOTWEAR

	
WARMINISTER TOWNE CTR

	
940 W. STREET RD.

	
WARMINSTER

	
PA

	
18974


	
1756

	
FAMOUS FOOTWEAR

	
THE METRO PLEX

	
2520 CHEMICAL RD.

	
PLYMOUTH MEETING

	
PA

	
19462


	
1785

	
FAMOUS FOOTWEAR

	
PENN'S PURCHASE

	
5860 YORK ROAD

	
LAHASKA

	
PA

	
18931


	
2042

	
FAMOUS FOOTWEAR

	
PAXTON TOWN CENTER

	
5125 JONESTOWN RD., SUITE 505

	
HARRISBURG

	
PA

	
17112


	
2159

	
FAMOUS FOOTWEAR

	
COLUMBUS CROSSING

	
1851 SOUTH CHRISTOPHER COLUMBUS BLVD.

	
PHILADELPHIA

	
PA

	
19148


	
2181

	
FAMOUS FOOTWEAR

	
MARKETPLACE OF NESHAMINY

	
600 ROCKHILL DRIVE

	
BENSALEM

	
PA

	
19020


	
2274

	
FAMOUS FOOTWEAR

	
CRANBERRY  COMMONS MALL

	
1691 ROUTE 228

	
CRANBERRY

	
PA

	
16066


	
2288

	
FAMOUS FOOTWEAR

	
WATERWORKS PLAZA

	
975 FREEPORT RD #12

	
PITTSBURGH

	
PA

	
15238


	
2293

	
FAMOUS FOOTWEAR

	
DICKSON CITY COMMONS

	
1104 COMMERCE BLVD

	
DICKSON CITY

	
PA

	
18519


	
2301

	
FAMOUS FOOTWEAR

	
VF FACTORY

	
801 HILL AVENUE

	
READING

	
PA

	
19610















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	    STORE #	  TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2329

	
FAMOUS FOOTWEAR

	
LONGWOOD VILLAGE

	
835 E BALTIMORE PIKE

	
KENNETT SQUARE

	
PA

	
19348


	
2346

	
FAMOUS FOOTWEAR

	
TRINITY POINT

	
44 TRINITY POINT DRIVE # A 03

	
WASHINGTON

	
PA

	
15301


	
2350

	
FAMOUS FOOTWEAR

	
WHITMAN SQUARE

	
9751 ROOSEVELT BLVD.

	
PHILADELPHIA

	
PA

	
19114


	
2365

	
FAMOUS FOOTWEAR

	
TRAINERS CORNER

	
180 N. WEST END BLVD.

	
QUAKER TOWN

	
PA

	
18951


	
2368

	
FAMOUS FOOTWEAR

	
LEBANON PLAZA

	
1131 QUENTIN ROAD

	
LEBANON

	
PA

	
17042


	
2376

	
FAMOUS FOOTWEAR

	
WILKES-BARRE COMMONS

	
3500 WILKES-BARRE TOWNSHIP

	
WILKES BARRE

	
PA

	
18702


	
2390

	
FACTORY BRAND SHOES

	
TANGER FACTORY OUTLETS

	
2200 TANGER BLVD.   SUITE 825

	
WASHINGTON TOWNSHIP

	
PA

	
15301


	
2420

	
FAMOUS FOOTWEAR

	
TREXLER MALL

	
6900 HAMILTON BLVD., SPACE #C-7

	
TREXLERTOWN

	
PA

	
18087


	
2437

	
FAMOUS FOOTWEAR

	
RICHLAND TOWN CENTER

	
312 TOWN CENTRE DRIVE

	
JOHNSTOWN

	
PA

	
15904


	
2459

	
FAMOUS FOOTWEAR

	
THORNDALE WEST SHOP CTR.

	
3229 E. LINCOLN HIGHWAY

	
THORNDALE

	
PA

	
19372


	
2476

	
FAMOUS FOOTWEAR

	
CARLISLE CROSSING

	
252 WEST MINSTER DRIVE

	
CARLISLE

	
PA

	
17013


	
2492

	
FACTORY BRAND SHOES

	
THE CROSSINGS PREMIUM OUTLETS

	
1000 ROUTE 611 SUITE HO -3

	
TANNERSVILLE

	
PA

	
18372


	
2524

	
FAMOUS FOOTWEAR

	
WHITEHALL MALL

	
1939 WHITEHALL MALL

	
WHITEHALL

	
PA

	
18052


	
2531

	
FAMOUS FOOTWEAR

	
DELCO PLAZA

	
1245 CARLISLE ROAD

	
YORK

	
PA

	
17404


	
2540

	
FAMOUS FOOTWEAR

	
PALMER PARK MALL

	
141 PALMER PARK MALL, SPACE B-4/B-5A

	
EASTON

	
PA

	
18045


	
2551

	
FAMOUS FOOTWEAR

	
SHOPPES @ MONTAGE

	
 2571 SHOPPES BLVD. # 2571

	
MOOSIC

	
PA

	
18507


	
2560

	
FAMOUS FOOTWEAR

	
NORTH HUNTINGDON SQUARE

	
8921 ROUTE 30

	
IRWIN

	
PA

	
15642















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	   STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	   ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
2567

	
FAMOUS FOOTWEAR

	
GRANITE RUN MALL

	
1067 W BALTIMORE PKWY # 0212

	
MEDIA (MIDDLETOWN)

	
PA

	
19063


	
2572

	
FAMOUS FOOTWEAR

	
COURT @ OXFORD VALLEY

	
325 COMMERCE BLVD

	
FAIRLESS HILLS

	
PA

	
19030


	
2587

	
FAMOUS FOOTWEAR

	
HIGH POINTE COMMONS

	
4674 HIGH POINTE BLVD.

	
HARRISBURG

	
PA

	
17111


	
2597

	
FAMOUS FOOTWEAR

	
THE COURT @ UPPER PROVIDENCE

	
1844 RIDGE PIKE SUITE # 104

	
ROYERSFORD

	
PA

	
19468


	
2635

	
FAMOUS FOOTWEAR

	
MONTGOMERY MALL

	
230 MONTGOMERY MALL  # 1003

	
NORTH WALES

	
PA

	
19454


	
2637

	
FAMOUS FOOTWEAR

	
STONE QUARRY COMMONS

	
95 WAGNER ROAD

	
MONACA

	
PA

	
15061


	
2640

	
FAMOUS FOOTWEAR

	
MT. NEBO POINTE

	
251 MT. NEBO POINTE DRIVE

	
PITTSBURGH

	
PA

	
15237


	
2676

	
FAMOUS FOOTWEAR

	
FACTORY SHOPS @ GEORGIAN PLAZA

	
609 GEORGIAN PLACE

	
SOMERSET

	
PA

	
15501


	
2687

	
FACTORY BRAND SHOES

	
PHILADELPHIA PREMIUM OUTLETS

	
18 LIGHTCAP ROAD  SUITE 999

	
POTTSTOWN ( LIMERICK)

	
PA

	
19464


	
2725

	
FAMOUS FOOTWEAR

	
PITTSBURGH MILLS SMALL SHOPS

	
1020 VILLAGE CENTER DRIVE  2-A

	
TARENTUM

	
PA

	
15084


	
2755

	
FAMOUS FOOTWEAR

	
WEST GOSHEN SHOPPING CENTER

	
967 PAOLI PIKE

	
WEST CHESTER

	
PA

	
19380


	
2811

	
FAMOUS FOOTWEAR

	
LYCOMING CROSSINGS SHOPPING CENTER

	
330 S. LYCOMING

	
MUNCY  (PENNSDALE)

	
PA

	
17756


	
2853

	
FAMOUS FOOTWEAR

	
GRANDVIEW CROSSING

	
509 GRANDVIEW CROSSING

	
GIBSONIA

	
PA

	
15044


	
2910

	
FAMOUS FOOTWEAR

	
BUTLER COMMONS

	
320 BUTLER COMMONS

	
BUTLER

	
PA

	
16001


	
2929

	
FAMOUS FOOTWEAR

	
WATERFRONT TOWN CENTER

	
132 W BRIDGE STREET

	
HOMESTEAD

	
PA

	
15120


	
96631

	
NATURALIZER OUTLET

	
THE CROSSINGS PREMIUM OUTLETS

	
1000 ROUTE 611 SUITE A-3

	
TANNERSVILLE

	
PA

	
18372















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	  TRADE/STORE NAME	  MALL/SHOPPING CENTER	    ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
96639

	
NATURALIZER OUTLET

	
TANGER OUTLETS @ LANCASTER

	
311 STANLEY K. TANGER BLVD.  # 106

	
LANCASTER

	
PA

	
17602


	
96641

	
NATURALIZER OUTLET

	
VF OUTLET VILLAGE

	
739 READING AVE.

	
READING

	
PA

	
19611


	
96643

	
NATURALIZER OUTLET

	
PHILADELPHIA PREMIUM OUTLETS

	
18 LIGHTCAP ROAD  SUITE 1001

	
POTTSTOWN (LIMERICK)

	
PA

	
19464


	
96765

	
NATURALIZER OUTLET

	
GETTYSBURG VILLAGE FACTORY STORES

	
1863 GETTYSBURG VILLAGE DR, STE 950

	
GETTYSBURG

	
PA

	
17325


	
96766

	
NATURALIZER OUTLET

	
ROCKVALE SQUARE

	
35 S. WILLOWDALE DR., BOX 426

	
LANCASTER

	
PA

	
17602


	
99104

	
BROWN SHOE CLOSET

	
PHILADELPHIA PREMIUM OUTLETS

	
18 LIGHTCAP ROAD SUITE 1002

	
POTTSTOWN (LIMERICK)

	
PA

	
19464


	
2027

	
FAMOUS FOOTWEAR

	
CROSSING AT SMITHFIELD

	
371 PUTNAM PIKE SUITE A360

	
SMITHFIELD

	
RI

	
02917


	
2333

	
FAMOUS FOOTWEAR

	
BALD HILL PLAZA

	
1245 BALD HILL ROAD

	
WARWICK

	
RI

	
02886


	
2546

	
FAMOUS FOOTWEAR

	
LINCOLN MALL

	
622 G WASHINGTON HWY

	
LINCOLN

	
RI

	
02865


	
2559

	
FAMOUS FOOTWEAR

	
R.K. NEWPORT SHOPPING CENTER

	
199 CONNELL HWY. UNIT 2

	
NEWPORT

	
RI

	
02840


	
345

	
FAMOUS FOOTWEAR

	
HILTON HEAD FACT.STORES#1

	
1270 FORDING IS.RD. #E-4

	
BLUFFTON

	
SC

	
29910


	
691

	
FAMOUS FOOTWEAR

	
SANTEE FACTORY STORES

	
1500 VILLAGE SQUARE BLVD.

	
SANTEE

	
SC

	
29142


	
1273

	
FAMOUS FOOTWEAR

	
MYRTLE BEACH FACTORY STR

	
4630 HWY 501

	
MYRTLE BEACH

	
SC

	
29579


	
1454

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @ GAFFNEY

	
630 FACTORY SHOPPES BLVD

	
GAFFNEY

	
SC

	
29341


	
2127

	
FAMOUS FOOTWEAR

	
HILTON HEAD VILLAGE

	
1460 FORTING ISLAND RD., SUITE 240

	
BLUFFTON

	
SC

	
29910


	
2220

	
FAMOUS FOOTWEAR

	
NORTH MYRTLE BEACH OUTLET CENTER

	
10827 KINGS RD, STE 880

	
MYRTLE BEACH

	
SC

	
29572


	
2493

	
FACTORY BRAND SHOES

	
TANGER FACTORY OUTLETS CENTER

	
4840 TANGER OUTLET BLVD SUITE 930

	
CHARLESTON

	
SC

	
29418















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	  STORE #	   TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
96609

	
NATURALIZER OUTLET

	
TANGER OUTLET MALL

	
5012 WACCAMAW PINES DR

	
MYRTLE BEACH

	
SC

	
29572


	
96613

	
NATURALIZER OUTLET

	
TANGER OUTLET MALL

	
1270 FORDING ISLAND ROAD SUITE 5 - A

	
BLUFFTON

	
SC

	
29910


	
96645

	
NATURALIZER OUTLET

	
TANGER OUTLET MALL

	
4840 TANGER OUTLET BLVD SUITE 1036

	
NORTH CHARLESTON

	
SC

	
29418


	
99105

	
BROWN SHOE CLOSET

	
TANGER OUTLET MALL

	
4840 TANGER OUTLET BLVD SUITE 1036

	
NORTH CHARLESTON

	
SC

	
29418


	
99196

	
BROWN SHOE CLOSET

	
TANGER OUTLET MALL

	
10839 KINGS ROAD  SUITE 765

	
MYRTLE BEACH

	
SC

	
29572


	
1188

	
FAMOUS FOOTWEAR

	
RUSHMORE MALL

	
2200 N. MAPLE

	
RAPID CITY

	
SD

	
57701


	
1517

	
FAMOUS FOOTWEAR

	
EMPIRE MALL

	
4001 W. 41 STREET #940

	
SIOUX FALLS

	
SD

	
57106


	
316

	
FAMOUS FOOTWEAR

	
BELZ FACTORY OUTLET MALL

	
2655 TEASTER LANE S.36

	
PIGEON FORGE

	
TN

	
37863


	
496

	
FAMOUS FOOTWEAR

	
THE MALL

	
2011 NORTH ROAN STREET

	
JOHNSON CITY

	
TN

	
37601


	
1455

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @ LEBANON

	
250 OUTLET VILLAGE BLVD

	
LEBANON

	
TN

	
37090


	
1781

	
FAMOUS FOOTWEAR

	
OPRY MILLS

	
114 OPRYLAND DRIVE

	
NASHVILLE

	
TN

	
37214


	
96640

	
NATURALIZER OUTLET

	
OPRY MILLS

	
201 OPRY MILLS DRIVE

	
NASHVILLE

	
TN

	
37214


	
96701

	
NATURALIZER OUTLET

	
FIVE OAKS FACTORY STORES

	
1645 PARKWAY, STE. 116

	
SEVIERVILLE

	
TN

	
37862


	
303

	
FAMOUS FOOTWEAR

	
IRVING TOWNE CENTER

	
3313 W. AIRPORT FREEWAY

	
IRVING

	
TX

	
75062


	
304

	
FAMOUS FOOTWEAR

	
TRINITY MILLS S.C.

	
2630 N. JOSEY LN. STE 130

	
CARROLLTON

	
TX

	
75007


	
311

	
FAMOUS FOOTWEAR

	
WESTPOINT PEPPER MILL

	
651 HIGHWAY 81 EAST

	
NEW BRAUNFELS

	
TX

	
78130


	
338

	
FAMOUS FOOTWEAR

	
FACTORY STORES OF AMERICA

	
13005 DELANEY ROAD

	
LA MARQUE

	
TX

	
77568


	
380

	
FAMOUS FOOTWEAR

	
OVERTON PARK PLAZA S.C.

	
4656 SOUTHWEST LOOP 820

	
FORT WORTH

	
TX

	
76109















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	   STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
433

	
FAMOUS FOOTWEAR

	
MEDALLION SHOPPING CENTER

	
170 MEDALLION CENTER

	
DALLAS

	
TX

	
75214


	
495

	
FAMOUS FOOTWEAR

	
PARK FOREST S.C.

	
3747 FOREST LN

	
DALLAS

	
TX

	
75234


	
597

	
FAMOUS FOOTWEAR

	
SOUTH BROOKTOWN CENTER

	
6425 S I-35  SUITE #120

	
AUSTIN

	
TX

	
78744


	
632

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS@GAINESVILLE

	
4321 INT. HWY 35 NORTH

	
GAINESVILLE

	
TX

	
76240


	
1178

	
FAMOUS FOOTWEAR

	
TANGER FACTORY OUTLET

	
301 TANGER DRIVE

	
TERRELL

	
TX

	
75160


	
1208

	
FAMOUS FOOTWEAR

	
KINGS CROSSING

	
4327 KINGWOOD DRIVE

	
KINGWOOD

	
TX

	
77339


	
1252

	
FAMOUS FOOTWEAR

	
FACTORY STORES OF AMERICA

	
421 INDUSTRIAL DR STE#203

	
SULPHUR SPRINGS

	
TX

	
75482


	
1312

	
FAMOUS FOOTWEAR

	
SUNLAND PARK MALL

	
750 SUNLAND PARK DR

	
EL PASO

	
TX

	
79912


	
1313

	
FAMOUS FOOTWEAR

	
PASADENA TOWN SQUARE

	
261 PASADENA TWN SQ

	
PASADENA

	
TX

	
77506


	
1414

	
FAMOUS FOOTWEAR

	
GRAPEVINE TOWNE CENTER

	
1217 W HWY 114

	
GRAPEVINE

	
TX

	
76051


	
1475

	
FAMOUS FOOTWEAR

	
GOLDEN TRIANGLE SHOP.CTR.

	
2201 S. I-35  SUITE 15A

	
DENTON

	
TX

	
76205


	
1520

	
FAMOUS FOOTWEAR

	
EASTCHASE MARKET

	
8430 EAST FREEWAY SUITE 200

	
FORT WORTH

	
TX

	
76120


	
1534

	
FAMOUS FOOTWEAR

	
GRAPEVINE MILLS

	
3000 GRAPEVINE MILLS PKWY

	
GRAPEVINE

	
TX

	
76051


	
1557

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @ HILLSBORO

	
104 NE I 35 SUITE 138-A

	
HILLSBORO

	
TX

	
76645


	
1558

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @ CONROE

	
1111 LEAGUE LINE RD #174

	
CONROE

	
TX

	
77303


	
1627

	
FAMOUS FOOTWEAR

	
CENTRAL MALL

	
I-30 & ROBINSON RD-SP 58

	
TEXARKANA

	
TX

	
75501


	
1635

	
FAMOUS FOOTWEAR

	
CARRIER TOWNE CROSSING

	
3950 CARRIER PKWY #120

	
GRAND PRAIRIE

	
TX

	
75050


	
1647

	
FAMOUS FOOTWEAR

	
GREEN TREE RETAIL CENTER

	
19963 KATY FREEWAY

	
HOUSTON

	
TX

	
77094


	
1741

	
FAMOUS FOOTWEAR

	
FAIRWAY PLAZA

	
5762 FAIRMONT PARKWAY

	
PASADENA

	
TX

	
77505















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	   STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
1769

	
FAMOUS FOOTWEAR

	
COPPERWOOD VILLAGE

	
6875 HWY 6 N

	
HOUSTON

	
TX

	
77084


	
1788

	
FACTORY BRAND SHOES

	
CHELSEA OUTLET

	
820 W. STACY ROAD, SUITE 158

	
ALLEN

	
TX

	
75013


	
2034

	
FAMOUS FOOTWEAR

	
FORUM AT OLYMPIA PARK

	
8254 AGORA PARKWAY

	
SELMA

	
TX

	
78154


	
2065

	
FAMOUS FOOTWEAR

	
NORTHWEST MARKETPLACE

	
13784 NW FREEWAY

	
HOUSTON

	
TX

	
77040


	
2066

	
FAMOUS FOOTWEAR

	
CENTRE AT PRESTON RIDGE

	
3333 PRESTON ROAD, SUITE 403

	
FRISCO

	
TX

	
75034


	
2067

	
FAMOUS FOOTWEAR

	
WATAUGA TOWNE CROSSING

	
8004 DENTON HIGHWAY, SUITE 100

	
WATAUGA

	
TX

	
76148


	
2070

	
FAMOUS FOOTWEAR

	
CEDAR HILL CENTRE

	
420 D1 NORTH HWY 67

	
CEDAR HILL

	
TX

	
75104


	
2192

	
FAMOUS FOOTWEAR

	
TARGET/KOHL'S CENTER

	
20845 HWY 59

	
HUMBLE

	
TX

	
77338


	
2222

	
FAMOUS FOOTWEAR

	
TANGER FACTORY OUTLET/SAN MARCOS II

	
4015 I-35 EAST, STE. 1030

	
SAN MARCOS

	
TX

	
78666


	
2226

	
FAMOUS FOOTWEAR

	
GATEWAY SHOPPING CENTER

	
1117 N ALSBURY BLVD

	
BURLESON

	
TX

	
76028


	
2227

	
FAMOUS FOOTWEAR

	
RIVERSTONE SHOPPING CENTER

	
5754 HIGHWAY 6

	
MISSOURI CITY

	
TX

	
77459


	
2228

	
FAMOUS FOOTWEAR

	
SILVERLAKE SC

	
2750 FM 518

	
PEARLAND

	
TX

	
77581


	
2245

	
FAMOUS FOOTWEAR

	
LOUETTE CENTRAL

	
20630 I-45 NORTH

	
SPRING

	
TX

	
77373


	
2269

	
FAMOUS FOOTWEAR

	
MARKETPLACE AT TOWNE CENTRE

	
19075 LYNDON B JOHNSON FWY

	
MESQUITE

	
TX

	
75150


	
2291

	
FAMOUS FOOTWEAR

	
DENTON CROSSING

	
1800 LOOP 288 BLVD 1 # 107

	
DENTON

	
TX

	
76205


	
2304

	
FAMOUS FOOTWEAR

	
MANSFIELD TOWNE CROSSING

	
1821 N. HIGHWAY 287

	
MANSFIELD

	
TX

	
75248


	
2305

	
FAMOUS FOOTWEAR

	
HIGHLANDS AT FLOWER MOUND

	
6101 LONG PRAIRIE ROAD # 400

	
FLOWER MOUND

	
TX

	
75028


	
2312

	
FAMOUS FOOTWEAR

	
TOMBALL PARKWAY RETAIL CENTER

	
22517 TOMBALL PARKWAY

	
HOUSTON

	
TX

	
77070















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
2358

	
FAMOUS FOOTWEAR

	
SHERMAN TOWN CENTER

	
3912 TOWN CENTER

	
SHERMAN

	
TX

	
75092


	
2366

	
FAMOUS FOOTWEAR

	
ROUND ROCK SHOPPING CENTER

	
3021 S. I-35  SUITE 220

	
ROUND ROCK

	
TX

	
78664


	
2379

	
FAMOUS FOOTWEAR

	
MEMORIAL CITY MALL

	
344 MEMORIAL HALL

	
HOUSTON

	
TX

	
77024


	
2397

	
FAMOUS FOOTWEAR

	
ELDORADO PLAZA

	
2950 CRAIG DRIVE

	
MCKINNEY

	
TX

	
75070


	
2448

	
FAMOUS FOOTWEAR

	
VALLEY VIEW CENTER

	
1060 VALLEY VIEW CENTER

	
DALLAS

	
TX

	
75240


	
2449

	
FAMOUS FOOTWEAR

	
SAN ANGELO CENTER

	
4175 SUNSET DRIVE

	
SAN ANGELO

	
TX

	
76904


	
2450

	
FAMOUS FOOTWEAR

	
CYPRESS TOWN CENTER

	
25847 HIGHWAY 290

	
CYPRESS

	
TX

	
77429


	
2471

	
FAMOUS FOOTWEAR

	
KATY MILLS

	
5000 KATY MILLS CIRCLE, SUITE 549

	
KATY

	
TX

	
77494


	
2510

	
FAMOUS FOOTWEAR

	
SHOPS @ WILLOW BEND

	
2403 DALLAS PARKWAY  SPACE C-105

	
PLANO

	
TX

	
75093


	
2511

	
FAMOUS FOOTWEAR

	
MONTGOMERY PLAZA

	
351 CARROLL STREET

	
FORT WORTH

	
TX

	
76107


	
2512

	
FAMOUS FOOTWEAR

	
SHOPS @ NORTH EAST MALL

	
833 NORTH EAST MALL BLVD.  (0E03)

	
HURST

	
TX

	
76053


	
2535

	
FAMOUS FOOTWEAR

	
LAKE WORTH TOWNE CENTER

	
6594 LAKE WORTH BLVD.

	
LAKE WORTH

	
TX

	
76135


	
2556

	
FAMOUS FOOTWEAR

	
PORTOFINO SHOPPING CENTER

	
19075 I-45 SOUTH

	
CONROE

	
TX

	
77385


	
2564

	
FAMOUS FOOTWEAR

	
BROWNSVILLE TOWN CENTER

	
515 E MORRISON ROAD

	
BROWNSVILLE

	
TX

	
78526


	
2575

	
FAMOUS FOOTWEAR

	
THE RIM

	
17802 LACANTERA PKWY # 108

	
SAN ANTONIO

	
TX

	
78257


	
2584

	
FAMOUS FOOTWEAR

	
ARLINGTON HIGHLANDS

	
4000 RETAIL CONNECTION WAY

	
ARLINGTON

	
TX

	
76018


	
2589

	
FAMOUS FOOTWEAR

	
COLLIN CREEK MALL

	
811 NORTH CENTRAL EXPRESSWAY  SPACE 105

	
PLANO

	
TX

	
75075


	
2594

	
FAMOUS FOOTWEAR

	
THE SHOPS @ GALLERIA

	
12909 SHOPS PARKWAY  SUITE 400

	
BEE CAVE

	
TX

	
78738















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	CITY	 STATE	 ZIP/MAIL CODE
	
2601

	
FAMOUS FOOTWEAR

	
BRAZOS TOWNE CENTER

	
24126 COMMERCIAL DRIVE

	
ROSENBERG

	
TX

	
77471


	
2604

	
FAMOUS FOOTWEAR

	
SHARYLAND TOWNE CROSSING

	
2515 E US EXPRESSWAY 83  SUITE B-2

	
MISSION

	
TX

	
78572


	
2605

	
FACTORY BRAND SHOES

	
ROUND ROCK PREMIUM OUTLETS

	
4401 NORTH I H 35

	
ROUND ROCK

	
TX

	
78664


	
2606

	
FACTORY BRAND SHOES

	
RIO  GRANDE VALLEY PREMIUM

	
5001 E EXPRESSWAY # 83

	
MERCEDES

	
TX

	
78570


	
2612

	
FAMOUS FOOTWEAR

	
VICTORIA CROSSINGS

	
7920 NE ZAC LENTZ PARKWAY

	
VICTORIA

	
TX

	
77904


	
2614

	
FAMOUS FOOTWEAR

	
THE SHOPS @ ARBOR WALK

	
10515 N. MOPAC EXPRESSWAY  SUITE # 130

	
AUSTIN

	
TX

	
78759


	
2645

	
FAMOUS FOOTWEAR

	
WESTWOOD VILLAGE

	
32866 FM 2978

	
MAGNOLIA

	
TX

	
77354


	
2648

	
FAMOUS FOOTWEAR

	
WESLAYAN PLAZA

	
5510 WESLAYAN STREET

	
HOUSTON

	
TX

	
77005


	
2655

	
FAMOUS FOOTWEAR

	
RIVER OAKS PLAZA

	
1430 GRAY AVENUE  SPACE 1430

	
HOUSTON

	
TX

	
77019


	
2656

	
FACTORY BRAND SHOES

	
THE OUTLETS SHOPPES @ EL PASO

	
7051 S. DESERT BLVD. # 446

	
EL PASO (CANTUILLO)

	
TX

	
79835


	
2666

	
FAMOUS FOOTWEAR

	
THE SHOPS @ VINEYARD VILLAGE

	
2800 STATE HIGHWAY 121  SUITE 900

	
EULESS

	
TX

	
76039


	
2667

	
FAMOUS FOOTWEAR

	
GRAND PRAIRIE TOWN CROSSINGS

	
5256 S STATE HIGHWAY 360  SUITE 820

	
GRAND PRAIRIE

	
TX

	
75052


	
2680

	
FAMOUS FOOTWEAR

	
LONGVIEW TOWN CROSSING

	
3096 N EASTMAN ROAD # 102

	
LONGVIEW

	
TX

	
75605


	
2690

	
FAMOUS FOOTWEAR

	
RICHLAND PAVILION

	
4600 GARTH ROAD

	
BAYTOWN

	
TX

	
77521


	
2691

	
FAMOUS FOOTWEAR

	
WESTHEIMER TOWNE CENTER

	
8555 WESTHEINER ROAD

	
HOUSTON

	
TX

	
77063


	
2711

	
FAMOUS FOOTWEAR

	
ROCKWALL CROSSING

	
975 EAST I-30

	
ROCKWALL

	
TX

	
75087


	
2718

	
FAMOUS FOOTWEAR

	
RMMA SOUTH REGIONAL RETAIL

	
1201 BARBARA JORDAN BLVDSD. # 4

	
AUSTIN

	
TX

	
78723















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	CITY	 STATE	 ZIP/MAIL CODE
	
2748

	
FAMOUS FOOTWEAR

	
ATASCOCITA COMMONS SHOPPING CENTER

	
7021 FM 1960 EAST

	
ATASCOCIAT (HUMBLE)

	
TX

	
77338


	
2765

	
FAMOUS FOOTWEAR

	
SUNSET VALLEY HOMESTEAD

	
5207 BRODIE LANE  SUITE 190

	
SUNSET VALLEY ( AUSTIN)

	
TX

	
78745


	
2774

	
FAMOUS FOOTWEAR

	
LAKE JACKSON MARKETPLACE

	
201 A HIGHWAY 332 WEST  SUITE 400

	
LAKE JACKSON

	
TX

	
77566


	
2775

	
FAMOUS FOOTWEAR

	
BROADWAY MARKET CENTER

	
4901 SOUTH BROADWAY

	
TYLER

	
TX

	
75703


	
2778

	
FAMOUS FOOTWEAR

	
WEATHERFORD RIDGE

	
225 ADAMS DRIVE

	
WEATHERFORD

	
TX

	
76086


	
2787

	
FAMOUS FOOTWEAR

	
UNIVERSITY OAKS SHOPPING CENTER

	
201 UNIVERSITY OAKS  # 300

	
ROUND ROCK

	
TX

	
78665


	
2788

	
FAMOUS FOOTWEAR

	
PAVILLION COURT

	
16631 N COIT ROAD  SUITE 120

	
DALLAS

	
TX

	
75248


	
2895

	
FAMOUS FOOTWEAR

	
1890 RANCH TOWN CENTER

	
1335 WHITESTONE BLVD.   # E-100

	
CEDAR PARK

	
TX

	
78613


	
2896

	
FACTORY BRAND SHOES

	
HOUSTON PREMIUM OUTLETS

	
29300 HEMPSTEAD ROAD  SUITE 228

	
CYPRESS

	
TX

	
77433


	
93302

	
NATURALIZER

	
VALLEY VIEW CENTER

	
13331 PRESTON ROAD SUITE # 2016

	
DALLAS

	
TX

	
75240


	
93307

	
NATURALIZER

	
THE PARKS MALL

	
3811 SOUTH COOPER, STE. 1108

	
ARLINGTON

	
TX

	
76015


	
93352

	
NATURALIZER

	
HOUSTON GALLERIA

	
5135 W. ALABAMA STREET  SUITE 5150 C

	
HOUSTON

	
TX

	
77056


	
93363

	
NATURALIZER

	
WILLOWBROOK MALL

	
1220 WILLOWBROOK MALL

	
HOUSTON

	
TX

	
77070


	
93367

	
NATURALIZER

	
LAPLAZA MALL

	
2200 S. 10TH

	
MCALLEN

	
TX

	
78503


	
93378

	
NATURALIZER

	
BAYBROOK MALL

	
1050 BAYBROOK MALL

	
HOUSTON

	
TX

	
77546


	
93395

	
NATURALIZER

	
SOUTH PLAINS MALL

	
BOX 68213, 6002 SLIDE ROAD

	
LUBBOCK

	
TX

	
79414


	
93418

	
NATURALIZER

	
CIELO VISTA MALL

	
8401 GATEWAY WEST SP F-01

	
EL PASO

	
TX

	
79925















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	  TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
96611

	
NATURALIZER OUTLET

	
HOUSTON PREMIUM OUTLETS

	
29300 HEMPSTEAD ROAD  SUITE 111

	
CYPRESS

	
TX

	
77433


	
96614

	
NATURALIZER OUTLET

	
TANGER OUTLET CENTER

	
4015 I-35 STE 338 E

	
SAN MARCOS

	
TX

	
78666


	
96617

	
NATURALIZER OUTLET

	
ALLEN PREMIUM OUTLETS

	
820 W. STACY ROAD SUITE 0172

	
ALLEN

	
TX

	
75013


	
96627

	
NATURALIZER OUTLET

	
RIO  GRANDE VALLEY PREMIUM

	
5001 E. EXPRESSWAY 83, SUITE # 423

	
MERCEDES

	
TX

	
78570


	
96628

	
NATURALIZER OUTLET

	
ROUND ROCK PREMIUM OUTLETS

	
4401 NORTH I H 35

	
ROUND ROCK

	
TX

	
78664


	
96629

	
NATURALIZER OUTLET

	
THE OUTLETS SHOPPES @ EL PASO

	
7051 S. DESERT BLVD. # E- 549

	
EL PASO (CANTUILLO)

	
TX

	
79835


	
96718

	
NATURALIZER OUTLET

	
GRAPEVINE MILLS

	
3000 GRAPEVINE MILLS PKWY, SPACE 320

	
GRAPEVINE

	
TX

	
76051


	
96733

	
NATURALIZER OUTLET

	
SOUTHWEST OUTLET CENTER

	
104 INTERSTATE 35 NE #152

	
HILLSBORO

	
TX

	
76645


	
96734

	
NATURALIZER OUTLET

	
CONROE OUTLET CENTER

	
1111 LEAGUE LINE ROAD, SPACE 108

	
CONROE

	
TX

	
77304


	
96796

	
NATURALIZER OUTLET

	
KATY MILLS

	
5000 KATY MILLS CIRCLE, SUITE 647

	
KATY

	
TX

	
77494


	
99109

	
BROWN SHOE CLOSET

	
HOUSTON PREMIUM OUTLETS

	
29300 HENPSTEAD ROAD SUITE 112

	
CYPRESS

	
TX

	
77433


	
99117

	
BROWN SHOE CLOSET

	
THE OUTLETS SHOPPES @ EL PASO

	
7051 S DESERT BLVD. # B-257

	
EL PASO

	
TX

	
79835


	
25

	
FAMOUS FOOTWEAR

	
FACTORY STORES/PARK CITY

	
6699 N. LANDMARK DR. C120

	
PARK CITY

	
UT

	
84098


	
1380

	
FAMOUS FOOTWEAR

	
SOUTH TOWNE MALL

	
10450 S. STATE S. CTR  STE 1322

	
SANDY

	
UT

	
84070


	
1381

	
FAMOUS FOOTWEAR

	
NEWGATE MALL

	
1022 NEWGATE MALL

	
OGDEN

	
UT

	
84405


	
1397

	
FAMOUS FOOTWEAR

	
FACTORY STORES OF AMERICA

	
12101 S. FCTRY OTLTDR#130

	
DRAPER

	
UT

	
84020















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	  STORE #	   TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
1427

	
FAMOUS FOOTWEAR

	
LAKE POINT SHOPPING CENTR

	
292 W 1300 S

	
OREM

	
UT

	
84058


	
1648

	
FAMOUS FOOTWEAR

	
ZION FACTORY STORES

	
250 N.RED CLIFF DR SUITE # 29

	
ST GEORGE

	
UT

	
84770


	
1727

	
FAMOUS FOOTWEAR

	
CACHE VALLEY MALL

	
1300 N. MAIN ST #1201

	
LOGAN

	
UT

	
84341


	
2049

	
FAMOUS FOOTWEAR

	
WEST JORDAN LANDING

	
7099 S. PLAZA CENTER DR.

	
WEST JORDAN

	
UT

	
84084


	
2134

	
FAMOUS FOOTWEAR

	
COMMONS @ SUGAR HOUSE

	
1170 E. 2100 S. SUITE A

	
SALT LAKE CITY

	
UT

	
84106


	
2137

	
FAMOUS FOOTWEAR

	
PROVO TOWNE CENTER

	
1200 TOWN CENTER RD, SPACE 1014

	
PROVO

	
UT

	
84601


	
2184

	
FAMOUS FOOTWEAR

	
GATEWAY CROSSING

	
420 S 500 WEST, SUITE 115

	
WEST BOUNTIFUL

	
UT

	
84010


	
2384

	
FAMOUS FOOTWEAR

	
ALPINE CENTER

	
656 WEST MAIN STREET

	
AMERICAN FORK

	
UT

	
84003


	
2414

	
FAMOUS FOOTWEAR

	
TAYLORSVILLE FAMILY CENTER

	
5688 S. REDWOOD ROAD

	
TAYLORSVILLE

	
UT

	
84123


	
2431

	
FAMOUS FOOTWEAR

	
LAYTON HILLS MALL

	
2040 LAYTON HILLS MALL

	
LAYTON

	
UT

	
84041


	
2432

	
FAMOUS FOOTWEAR

	
THE GATEWAY

	
32 N RIO GRANDE

	
SALT LAKE CITY

	
UT

	
84101


	
2433

	
FAMOUS FOOTWEAR

	
DRAPER PEAKS

	
175 E 12300 S. SUITE 105

	
DRAPER

	
UT

	
84020


	
2465

	
FAMOUS FOOTWEAR

	
THE SHOPPES  @ LAKE PARK

	
2997 SOUTH, 5600 WEST

	
WEST VALLEY CITY

	
UT

	
84120


	
2591

	
FAMOUS FOOTWEAR

	
THE DISTRICT @ SOUTH JORDAN

	
11571 S. PARKWAY PLAZA DRIVE

	
SOUTH JORDAN

	
UT

	
84095


	
2692

	
FAMOUS FOOTWEAR

	
RIVERDALE CENTER

	
4267 S. RIVERDALE ROAD

	
RIVERDALE

	
UT

	
84405


	
2754

	
FAMOUS FOOTWEAR

	
FAMILY CENTER @ FORT UNION

	
990 EAST FORT UNION ROAD  # 52

	
MIDVALE

	
UT

	
84047


	
2773

	
FAMOUS FOOTWEAR

	
LAYTON MARKET PLACE

	
1934 N. WOODLAND PARK DR

	
LAYTON

	
UT

	
84041


	
96620

	
NATURALIZER OUTLET

	
TANGER OUTLET CENTER

	
6699 N. LANDMARK DRIVE  A-105

	
PARK CITY

	
UT

	
84098















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	   STORE #	   TRADE/STORE NAME	  MALL/SHOPPING CENTER	  ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
180

	
FAMOUS FOOTWEAR

	
POTOMAC MILLS MALL

	
2700 POTOMAC MILLS CIRCLE

	
WOODBRIDGE

	
VA

	
22192


	
196

	
FAMOUS FOOTWEAR

	
ROLLING VALLEY MALL

	
9272 OLD KEENE MILL RD

	
BURKE

	
VA

	
22015


	
198

	
FAMOUS FOOTWEAR

	
FAIR CITY MALL

	
9658 MAIN STREET

	
FAIRFAX

	
VA

	
22031


	
409

	
FAMOUS FOOTWEAR

	
LTD MALL

	
6401 RICHMOND RD.

	
LIGHTFOOT

	
VA

	
23090


	
1672

	
FAMOUS FOOTWEAR

	
LEESBURG PREMIUM OUTLET

	
241 FT EVANS RD NE #307

	
LEESBURG

	
VA

	
20176


	
1744

	
FAMOUS FOOTWEAR

	
PARKRIDGE CENTER

	
11146 BULLOCH DRIVE

	
MANASSAS

	
VA

	
20109


	
1755

	
FAMOUS FOOTWEAR

	
WINCHESTER COMMONS

	
2320 LEGGE BLVD

	
WINCHESTER

	
VA

	
22601


	
2031

	
FAMOUS FOOTWEAR

	
COMMONWEALTH CENTRE

	
4801 COMMONWEALTH CENTRE

	
MIDLOTHIAN

	
VA

	
23112


	
2237

	
FAMOUS FOOTWEAR

	
5970 KINGSTOWNE TOWNE CENTER

	
MANCHESTER BLVD

	
ALEXANDRIA

	
VA

	
22315


	
2438

	
FAMOUS FOOTWEAR

	
STAFFORD MARKETPLACE

	
1150 STAFFORD MARKETPLACE

	
STAFFORD

	
VA

	
22556


	
2520

	
FAMOUS FOOTWEAR

	
WARDS CROSSINGS

	
475 A SIMONS RUN

	
LYNCHBURG

	
VA

	
24502


	
2632

	
FAMOUS FOOTWEAR

	
BRECKENRIDGE SHOPPING CENTER

	
2639 W OLD HUNDRED ROAD

	
CHESTER

	
VA

	
23831


	
2633

	
FAMOUS FOOTWEAR

	
HANOVER SQUARE SHOPPING CENTER

	
7230 BELL CREEK ROAD  SUITE D

	
MECHANICSVILLE

	
VA

	
23111


	
2634

	
FAMOUS FOOTWEAR

	
CROOKED RUN CENTER

	
135 CROOKED RUN PLAZA # 130

	
FRONT ROYAL

	
VA

	
22630


	
2696

	
FAMOUS FOOTWEAR

	
CULPEPER MARKETPLACE

	
787 NALLES MILL ROAD

	
CULPEPER

	
VA

	
22701


	
2768

	
FAMOUS FOOTWEAR

	
STAPLES MILL SQUARE

	
9057 STAPLES MILL ROAD

	
RICHMOND

	
VA

	
23228


	
2769

	
FAMOUS FOOTWEAR

	
CENTRAL PARK SHOPPING CENTER

	
1666 CARL D. SILVER PARKWAY

	
FREDERICKSBURG

	
VA

	
22401


	
2770

	
FAMOUS FOOTWEAR

	
REGENCY SQUARE MALL

	
1420 PARHAM ROAD SPACE R-121

	
RICHMOND

	
VA

	
23229


	
2782

	
FAMOUS FOOTWEAR

	
CENTER @ INNOVATION

	
10046 SOWDER VILLAGE SQUARE

	
MANASSAS

	
VA

	
20109


	
2785

	
FAMOUS FOOTWEAR

	
COSNERS CORNER SHOPPING CENTER

	
9681 JEFFERSON DAVIS HIGHWAY

	
FREDERICKSBURG

	
VA

	
22407


	
2812

	
FAMOUS FOOTWEAR

	
FORT EVANS PLAZA II

	
530 A FORT EVANS ROAD

	
LEESBURG

	
VA

	
20176















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	  STORE #	   TRADE/STORE NAME	  MALL/SHOPPING CENTER	   ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
2903

	
FAMOUS FOOTWEAR

	
TYSONS STATION

	
7502 LEESBURG PIKE

	
FALLS CHURCH

	
VA

	
22043


	
91597

	
NATURALIZER

	
GREENBRIER MALL

	
1401 GREENBRIER PARKWAY # 2194

	
CHESAPEAKE

	
VA

	
23320


	
96634

	
NATURALIZER OUTLET

	
PRIME OUTLETS AT WILLIAMSBURG

	
5709 RICHMOND ROAD  SPACE 64

	
WILLIAMSBURG

	
VA

	
23188


	
96642

	
NATURALIZER OUTLET

	
POTOMAC MILLS MALL

	
2700 POTOMAC MILLS CIRCLE

	
WOODBRIDGE

	
VA

	
22192


	
96790

	
NATURALIZER OUTLET

	
LEESBURG CORNER PREMIUM OUTLETS

	
241 FORT EVANS ROAD, N.E., SUITE 1127

	
LEESBURG

	
VA

	
20176


	
99114

	
BROWN SHOE CLOSET

	
PRIME OUTLETS AT WILLIAMSBURG

	
5709-68 RICHMOND RD. (TEMP SPACE)

	
WILLIAMSBURG

	
VA

	
23188


	
99176

	
BROWN SHOE CLOSET

	
LEESBURG CORNER PREMIUM OUTLETS

	
241 FORT EVANS ROAD, N.E., SUITE 621

	
LEESBURG

	
VA

	
20176


	
1586

	
FAMOUS FOOTWEAR

	
ESSEX OUTLET CENTER

	
21 ESSEX WAY-SUITE 103

	
ESSEX

	
VT

	
05451


	
2364

	
FACTORY BRAND SHOES

	
ROUTE 11/30 & ROUTE 7 A

	
96 DEPOT STREET

	
MANCHESTER

	
VT

	
05255


	
2547

	
FAMOUS FOOTWEAR

	
BURLINGTON TOWN CENTER

	
49 CHURCH STREET  # 2050

	
BURLINGTON

	
VT

	
05401


	
226

	
FAMOUS FOOTWEAR

	
GREAT NORTHWEST FACTORY

	
461 S. FORK AVE. S.W. #Q

	
NORTH BEND

	
WA

	
98045


	
298

	
FAMOUS FOOTWEAR

	
SUPER MALL OF GREAT N.W.

	
1101 SUPERMALL WAY #1256

	
AUBURN

	
WA

	
98001


	
971

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @BURLINGTON

	
424 FASHION WAY

	
BURLINGTON

	
WA

	
98233


	
1201

	
FAMOUS FOOTWEAR

	
SOUTHSHORE MALL

	
1017 S. BOONE ST.

	
ABERDEEN

	
WA

	
98520


	
1277

	
FAMOUS FOOTWEAR

	
BROADMOOR FACTORY OUTLET

	
5216 OUTLET DRIVE

	
PASCO

	
WA

	
99301


	
1320

	
FAMOUS FOOTWEAR

	
WESTFIELD SHOPPINGTOWN

	
8700 N E. VANCOUVER MALL  # 203

	
VANCOUVER   (CITY)

	
WA

	
98662















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	 TRADE/STORE NAME	  MALL/SHOPPING CENTER	   ADDRESS	 CITY	 STATE	 ZIP/MAIL CODE
	
1547

	
FAMOUS FOOTWEAR

	
EVERETT MALL

	
1402 SE EVERETT-STE #8&9

	
EVERETT

	
WA

	
98208


	
1599

	
FAMOUS FOOTWEAR

	
SPOKANE VALLEY MALL

	
14700 E.INDIANA-SP 2058

	
SPOKANE

	
WA

	
99216


	
1685

	
FAMOUS FOOTWEAR

	
THREE RIVERS MALL

	
351 THREE RIVERS DRIVE

	
KELSO

	
WA

	
98626


	
1729

	
FAMOUS FOOTWEAR

	
NORTHTOWN MALL

	
4750 N. DIVISION

	
SPOKANE

	
WA

	
99207


	
1798

	
FAMOUS FOOTWEAR

	
CENTRALIA FACTORY OUTLET

	
1332 LUM ROAD

	
CENTRALIA

	
WA

	
98531


	
2075

	
FAMOUS FOOTWEAR

	
TOTEM LAKE

	
12634 TOTEM LAKE BLVD.

	
KIRKLAND

	
WA

	
98034


	
2078

	
FAMOUS FOOTWEAR

	
COOPER POINT MARKETPLACE

	
1200 COOPER POINT RD. SW

	
OLYMPIA

	
WA

	
98502


	
2106

	
FAMOUS FOOTWEAR

	
KITSAP MALL

	
10315 SILVERDALE WAY NW P.O. BOX 1902

	
SILVERDALE

	
WA

	
98383


	
2154

	
FAMOUS FOOTWEAR

	
DOWNTOWN WOODINVILLE

	
17955 GARDEN WAY NE

	
WOODINVILLE

	
WA

	
98072


	
2155

	
FAMOUS FOOTWEAR

	
VALLEY MALL PLAZA

	
1724 E. WASHINGTON  AVE

	
UNION GAP

	
WA

	
98903


	
2194

	
FAMOUS FOOTWEAR

	
ALDERWOOD PARKWAY

	
19225 ALDERWOOD MALL PKWY

	
LYNNWOOD

	
WA

	
98036


	
2221

	
FAMOUS FOOTWEAR

	
GIG HARBOR NORTH

	
5151 BORGEN BLVD

	
GIG HARBOR

	
WA

	
98332


	
2279

	
FAMOUS FOOTWEAR

	
THE COLONADE

	
6705 W CANAL DR STE B

	
KENNEWICK

	
WA

	
99336


	
2347

	
FAMOUS FOOTWEAR

	
SEATTLE PREMIUM OUTLETS

	
10600 QUIL CEDA VILLAGE  # 226

	
TULALIP

	
WA

	
98271


	
2360

	
FAMOUS FOOTWEAR

	
VALLEY NORTH CENTER

	
1350 NORTH MILLER STREET

	
WENATCHEE

	
WA

	
98801


	
2370

	
FAMOUS FOOTWEAR

	
LAKEWOOD TOWNE CENTER - PHASE III

	
10330 59TH AVENUE SW  STE C

	
LAKEWOOD

	
WA

	
98499


	
2394

	
FAMOUS FOOTWEAR

	
WESTWOOD VILLAGE

	
2511 SW TRENTON STREET

	
SEATTLE

	
WA

	
98106


	
2415

	
FAMOUS FOOTWEAR

	
HAZEL DELL TOWN CENTER

	
8810 N.E. 5TH AVENUE

	
VANCOUVER  UNIC PTBA

	
WA

	
98665


	
2428

	
FAMOUS FOOTWEAR

	
SEA TAC MALL

	
1804 SOUTH COMMONS

	
FEDERAL WAY

	
WA

	
98031


	
2442

	
FAMOUS FOOTWEAR

	
WINNER BUILDING

	
17401 SOUTHCENTER PARKWAY

	
TUKWILA

	
WA

	
98188


	
2444

	
FAMOUS FOOTWEAR

	
PICKERING PLACE

	
1520 11TH AVENUE NW

	
ISSAQUAH

	
WA

	
98027















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	  STORE #	  TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
2466

	
FAMOUS FOOTWEAR

	
BELLIS FAIR MALL

	
1 BELLISFAIR PKWY  # 310

	
BELLINGHAM

	
WA

	
98226


	
2483

	
FAMOUS FOOTWEAR

	
BURLINGTON CROSSINGS

	
1882 MARKETPLACE DRIVE

	
BURLINGTON

	
WA

	
98233


	
2515

	
FAMOUS FOOTWEAR

	
LAKEWOOD PLAZA

	
17020 TWIN LAKES AVENUE  SUITE CD 100

	
MARYSVILLE

	
WA

	
98271


	
2610

	
FAMOUS FOOTWEAR

	
SOUTH HILLS MALL

	
3500 S. MERIDIAN DR, SUITE 650

	
PUYALLUP

	
WA

	
98373


	
2736

	
FAMOUS FOOTWEAR

	
JUNCTION 192

	
9301 192ND AVE E

	
BONNEY LAKE

	
WA

	
98391


	
2744

	
FAMOUS FOOTWEAR

	
VINTNER SQUARE

	
2935 QUEENSGATE DRIVE

	
RICHLAND

	
WA

	
99352


	
2772

	
FAMOUS FOOTWEAR

	
LINCOLN PLAZA

	
2505 SOUTH 38TH ST  #A  113

	
TACOMA

	
WA

	
98409


	
2792

	
FAMOUS FOOTWEAR

	
KENT STATION

	
444 RAMSAY WAY SUITE 107

	
KENT

	
WA

	
98032


	
2803

	
FAMOUS FOOTWEAR

	
SUNRISE VILLAGE

	
10412 156TH STREET EAST

	
PUYALLUP

	
WA

	
98374


	
2842

	
FAMOUS FOOTWEAR

	
SNOHOMISH STATION

	
2709 BICKFORD AVENUE F

	
SNOHOMISH

	
WA

	
98396


	
93398

	
NATURALIZER

	
SOUTHCENTER MALL

	
271 SOUTHCENTER PARKWAY, SPACE F660

	
TUKWILA

	
WA

	
98188


	
96616

	
NATURALIZER OUTLET

	
SEATTLE PREMIUM OUTLETS

	
10600 QUIL CEDA VILLAGE  # 328

	
TULALIP

	
WA

	
98271


	
96647

	
NATURALIZER OUTLET

	
FACTORY STORES AT NORTH BEND

	
521 SOUTH FORK AVE. SW SUITE 521-J

	
NORTH BEND

	
WA

	
98045


	
96775

	
NATURALIZER OUTLET

	
SUPER MALL OF THE GREAT NORTHWEST

	
1101 SUPER MALL WAY, SUITE 1248

	
AUBURN

	
WA

	
98001


	
2

	
FAMOUS FOOTWEAR

	
WESTGATE MALL

	
146 WESTGATE MALL

	
MADISON

	
WI

	
53711


	
72

	
FAMOUS FOOTWEAR

	
SOUTHGATE MALL

	
3333 SOUTH 27TH STREET

	
MILWAUKEE

	
WI

	
53215


	
191

	
FAMOUS FOOTWEAR

	
ESSEX SQUARE

	
4725 E. TOWN BLVD

	
MADISON

	
WI

	
53714


	
217

	
FAMOUS FOOTWEAR

	
WEST ALLIS TOWNE CENTER

	
6710 GREENFIELD

	
WEST ALLIS

	
WI

	
53214


	
525

	
FAMOUS FOOTWEAR

	
PRIME OUTLETS @OSHKOSH

	
3001 S WASHBURN ST #245

	
OSHKOSH

	
WI

	
54904


	
1343

	
FAMOUS FOOTWEAR

	
BAY PARK SQUARE S.C.

	
669 BAY PARK SQUARE

	
ASHWAUBENON

	
WI

	
54304















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	  TRADE/STORE NAME	  MALL/SHOPPING CENTER	  ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
1360

	
FAMOUS FOOTWEAR

	
OAKWOOD MALL

	
4800 GOLF ROAD

	
EAU CLAIRE

	
WI

	
54701


	
1515

	
FAMOUS FOOTWEAR

	
PRAIRIE TOWNE CENTER

	
247 JUNCTION RD-SPACE 247

	
MADISON

	
WI

	
53719


	
1533

	
FAMOUS FOOTWEAR

	
JOHNSON CREEK FACTORY

	
171 LINMAR LN-SP A-130

	
JOHNSON CREEK

	
WI

	
53038


	
1572

	
FAMOUS FOOTWEAR

	
FOX RIVER MALL

	
4301 W.WISCONSIN-SP 908

	
APPLETON

	
WI

	
54915


	
2380

	
FAMOUS FOOTWEAR

	
PINE TREE PLAZA

	
2900 DEERFIELD DR. STE # 7

	
JANESVILLE

	
WI

	
53546


	
2405

	
FAMOUS FOOTWEAR

	
VALLEY VIEW MALL

	
3800 STATE ROAD - 16, SPACE #1040

	
LA CROSSE

	
WI

	
54601


	
2423

	
FAMOUS FOOTWEAR

	
THE SHOPS @ GRAND AVENUE

	
275 W. WISCONSIN AVE.  SPACE 2040

	
MILWAUKEE

	
WI

	
53203


	
2436

	
FAMOUS FOOTWEAR

	
THE SHOPS @ NAGAWAUKEE

	
3272 GOLF ROAD

	
DELAFIELD

	
WI

	
53018


	
2477

	
FAMOUS FOOTWEAR

	
HORIZON PLAZA

	
3845 E. CALUMET STREET

	
APPLETON

	
WI

	
54915


	
2496

	
FACTORY BRAND SHOES

	
TANGER OUTLET CENTER

	
210 GASSER ROAD SUITE 551

	
BARABOO

	
WI

	
53913


	
2504

	
FAMOUS FOOTWEAR

	
OAK CREEK SHOPPING CENTER

	
8907 S HOWELL AVENUE  SUITE H

	
OAK CREEK

	
WI

	
53154


	
2565

	
FAMOUS FOOTWEAR

	
WAUSAU CENTER MALL

	
WAUSAU CENTER  D - 432

	
WAUSAU

	
WI

	
54403


	
2617

	
FACTORY BRAND SHOES

	
PRIME OUTLETS @ PLEASANT PRAIRIE

	
11211 120TH AVE.  SUITE 526

	
PLEASANT PRIARIE

	
WI

	
53158


	
2630

	
FAMOUS FOOTWEAR

	
GERMANTOWN COMMONS

	
N96 W18908 COUNTY LINE RD

	
GERMANTOWN

	
WI

	
53022


	
3004

	
WAREHOUSE OF SHOES

	
BLUEMOUND

	
17300 W. BLUEMOUND RD.

	
BROOKFIELD

	
WI

	
53045


	
3010

	
WAREHOUSE OF SHOES

	
SOUTHRIDGE

	
5000 S. 76TH ST.

	
GREENFIELD

	
WI

	
53220


	
3015

	
WAREHOUSE OF SHOES

	
MEQUON

	
11020 N. PORT WASHINGTON RD.

	
MEQUON

	
WI

	
53092


	
3021

	
WAREHOUSE OF SHOES

	
CUDAHY

	
5656 S. PACKARD AVE., SUITE A

	
CUDAHY

	
WI

	
53110















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - U.S. RETAIL STORES LEASED (as of January 1, 2009)


(Continued)







	 STORE #	  TRADE/STORE NAME	  MALL/SHOPPING CENTER	 ADDRESS	  CITY	 STATE	 ZIP/MAIL CODE
	
90830

	
NATURALIZER

	
BROOKFIELD SQUARE

	
95 N. MOORLAND ROAD, SPACE #D22

	
BROOKFIELD

	
WI

	
53005


	
96626

	
NATURALIZE OUTLET

	
TANGER OUTLET CENTER

	
210 GASSER ROAD SUITE 501

	
BARABOO

	
WI

	
53913


	
96731

	
NATURALIZER OUTLET

	
PRIME OUTLETS @ PLEASANT PRAIRIE

	
11211 120TH AVE.  SUITE 71

	
KENOSHA

	
WI

	
53142


	
1601

	
FAMOUS FOOTWEAR

	
FLATWOOD FACTORY SHOPS

	
216 SKIDMORE LANES- #B

	
SUTTON

	
WV

	
26601


	
2703

	
FAMOUS FOOTWEAR

	
POTOMAC MARKETPLACE

	
217 OAK LEE DRIVE  SUITE 20

	
RANSON

	
WV

	
25438


	
1686

	
FAMOUS FOOTWEAR

	
EASTRIDGE MALL

	
601 E. WYOMING BLVD.#1261

	
CASPER

	
WY

	
82609


	
1739

	
FAMOUS FOOTWEAR

	
WHITE MOUNTAIN MALL

	
2441 FOOTHILL BLVD.

	
ROCK SPRINGS

	
WY

	
82901


	
2714

	
FAMOUS FOOTWEAR

	
CHEYENNE MARKETPLACE

	
5116 RUE TERRE  FRONTIER MALL

	
CHEYENNE

	
WY

	
82009


















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES -CANADIAN RETAIL STORES LEASED


(as of January 1,  2009




 









	 STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	 CITY	PROVINCE	 MAIL CODE
	
1400

	
F.X. LASALLE

	
SQUARE ONE SHOPPING CENTER

	
100 CITY CENTRE DRIVE

	
MISSISSAUGA

	
ON

	
L5B 2C9


	
1433

	
F.X. LASALLE

	
RIDEAU CENTRE

	
50 RIDEAU ST #334

	
OTTAWA

	
ON

	
K1N 9J7


	
1440

	
F.X. LASALLE

	
PLACE D'ORLEANS

	
110 PL. D'ORLEANS BOX 61

	
ORLEANS

	
ON

	
K1C 2L9


	
1500

	
F.X. LASALLE

	
EATON CENTRE

	
705 STE-CATHERINE O.

	
MONTREAL

	
QC

	
H3B 4G5


	
1501

	
F.X. LASALLE

	
GALERIE D'ANJOU

	
7999 BOUL. DES GALERIES D'ANJOU

	
ANJOU

	
QC

	
H1M 1W6


	
1502

	
F.X. LASALLE

	
LE CARREFOUR LAVAL

	
3035 BOUL. LE CARREFOUR

	
LAVAL

	
QC

	
H7T 1C7


	
1504

	
F.X. LASALLE

	
LES PROMENADES ST-BRUNO

	
120 BLVD. LES PROMENADES,  E-008A

	
ST-BRUNO

	
QC

	
J3V 5K1


	
1505

	
F.X. LASALLE

	
CENTRE-VILLE

	
1011 STE-CATHERINE OUEST

	
MONTREAL

	
QC

	
H3B 1H1


	
1506

	
F.X. LASALLE

	
CENTRE ROCKLAND

	
2305 CHEMIN ROCKLAND

	
VILLE MONT-ROYAL

	
QC

	
H3P 2Z3


	
1508

	
F.X. LASALLE

	
FAIRVIEW POINTE CLAIRE

	
6801 TRANSCANADIENNE

	
POINTE-CLAIRE

	
QC

	
H9R 1C2


	
1509

	
F.X. LASALLE

	
PLACE CHAMPLAIN

	
2151 BLVD.. LAPINIERE

	
BROSSARD

	
QC

	
J4W 2T5


	
1510

	
F.X. LASALLE

	
PLACE VILLE-MARIE

	
1 PL. VILLE-MARIE #11080

	
MONTREAL

	
QC

	
H3B 3Y1


	
1520

	
F.X. LASALLE

	
PLACE STE-FOY

	
2450 BLVD. LAURIER

	
STE-FOY

	
QC

	
G1V 2L1


	
1523

	
F.X. LASALLE

	
GALERIES DE LA CAPITALE

	
5401 BLVD. DES GALERIES

	
QUEBEC

	
QC

	
G2K 1N4


	
1525

	
F.X. LASALLE

	
CENTRE LES RIVIERES

	
4125 BLVD. DES FORGES

	
TROIS-RIVIERES

	
QC

	
G8Y 1W1


	
2052

	
NATURALIZER

	
RICHMOND CENTRE

	
6060 MINORI BLVD.

	
RICHMOND

	
BC

	
V6Y 2V7

















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES -CANADIAN RETAIL STORES LEASED (as of January 1,  2009)











	 STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	  CITY	 PROVINCE	 MAIL CODE
	
2053

	
NATURALIZER

	
COQUITLAM CENTRE

	
2929 BARNET HWY, STE 521

	
PORT COQUITLAM

	
BC

	
V3B 5R5


	
2061

	
NATURALIZER

	
GUILDFORD TOWN CENTRE

	
2538 GUILFORD TOWN CTR.

	
SURREY

	
BC

	
V3R 7C1


	
2062

	
NATURALIZER

	
METROPOLIS AT METROTOWN

	
4700 KINGSWAY AVE

	
BURNABY

	
BC

	
V5H 4M1


	
2065

	
NATURALIZER

	
WILLOWBROOK

	
19705 FRASER HWY

	
LANGLEY

	
BC

	
V3A 7E9


	
2066

	
NATURALIZER

	
SEVENOAKS

	
32900 S. FRASER WAY

	
ABBOTSFORD

	
BC

	
V2S 5A1


	
2070

	
NATURALIZER

	
MAYFAIR SHOPPING CENTER

	
3147 DOUGLAS STREET

	
VICTORIA

	
BC

	
V8Z 6E3


	
2071

	
NATURALIZER

	
HILLSIDE SHOPPING CENTRE

	
1644 HILLSIDE

	
VICTORIA

	
BC

	
V8T 2C5


	
2075

	
NATURALIZER

	
WOODGROVE CENTRE

	
338-6631 ISLAN HWY N.

	
NANAIMO

	
BC

	
V9T 4T7


	
2080

	
NATURALIZER

	
ORCHARD PARK SHOPPING CENTRE

	
2271 HARVEY AVENUE

	
KELOWNA

	
BC

	
V1Y 6H2


	
2150

	
NATURALIZER

	
BONNIE DOON SHOPPING CENTRE

	
82ND AVE AND 83RD STREET

	
EDMONTON

	
AB

	
T6C 4E3


	
2154

	
NATURALIZER

	
KINGSWAY GARDEN MALL

	
109TH STREET & PR. ELIZABETH

	
EDMONTON

	
AB

	
T5G 3A6


	
2159

	
NATURALIZER

	
LONDONDERRY

	
137TH AVENUE & 66TH STREET

	
EDMONTON

	
AB

	
T5C 3C8


	
2160

	
NATURALIZER

	
SOUTHGATE CENTRE

	
11100 51ST AVENUE

	
EDMONTON

	
AB

	
T6H 4M6


	
2161

	
NATURALIZER

	
WEST EDMONTON MALL

	
8882 170TH STREET, SPACE 2346

	
EDMONTON

	
AB

	
T5T4M2


	
2171

	
NATURALIZER

	
BOWER PLACE

	
4900 MOLLY BANISTER DR., STE. 108

	
RED DEER

	
AB

	
T4R 1N9


	
2180

	
NATURALIZER

	
SUNRIDGE MALL

	
2525 36TH STREET N.E.

	
CALGARY

	
AB

	
T1Y 5T4


	
2181

	
NATURALIZER

	
MARKET MALL

	
3625 SHAGANAPPI TRAIL N.W.

	
CALGARY

	
AB

	
T2J 0E2


	
2182

	
NATURALIZER

	
SOUTHCENTRE MALL

	
100 ANDERSON ROAD S.E.

	
CALGARY

	
AB

	
T2J 3V1


	
2183

	
NATURALIZER

	
CHINOOK CENTRE

	
6455 MACLEOD TRAIL S.W.

	
CALGARY

	
AB

	
T2H 0K3















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES -CANADIAN RETAIL STORES LEASED (as of January 1,  2009)








	  STORE #	  TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	 CITY	 PROVINCE	 MAIL CODE
	
2185

	
NATURALIZER

	
NORTH HILL CENTRE

	
1632 14TH AVENUE N.W.

	
CALGARY

	
AB

	
T2N 1M7


	
2188

	
NATURALIZER

	
TD SQUARE MALL

	
317 7TH AVENUE S.W.

	
CALGARY

	
AB

	
T2P 2Y9


	
2191

	
NATURALIZER

	
PARK PLACE SHOPPING CENTER

	
501 1ST STREET SOUTH

	
LETHBRIDGE

	
AB

	
T1J 4L9


	
2195

	
NATURALIZER

	
MEDICINE HAT MALL

	
3292 DUNMORE RD SE

	
MEDECINE HAT

	
AB

	
T1B 2R4


	
2253

	
NATURALIZER

	
SOUTHLAND MALL

	
2965 GORDON ROAD

	
REGINA

	
SK

	
S4S 6H7


	
2271

	
NATURALIZER

	
MIDTOWN PLAZA

	
21ST STREET & FIRST AVENUE S

	
SASKATOON

	
SK

	
S7K 1J9


	
2272

	
NATURALIZER

	
THE CENTRE AT CIRCLE & EIGHTH

	
3310 8TH STREET EAST

	
SASKATOON

	
SK

	
S7H 5M3


	
2350

	
NATURALIZER

	
POLO PARK SHOPPING CENTRE

	
1485 PORTAGE AVENUE

	
WINNIPEG

	
MB

	
R3G 0W4


	
2353

	
NATURALIZER

	
ST VITAL CENTRE

	
1225 ST. MARY ROAD

	
WINNIPEG

	
MB

	
R2M 5E5


	
2354

	
NATURALIZER

	
KILDONAN PLACE

	
1555 REGENT AVENUE WEST

	
WINNIPEG

	
MB

	
R2C 3B3


	
2417

	
NATURALIZER

	
PICKERING TOWN CENTRE

	
1355 KINGSTON RD

	
PICKERING

	
ON

	
L1V 1B8


	
2424

	
NATURALIZER

	
PEN CENTRE

	
221GLENDALE AVENUE

	
ST. CATHARINES

	
ON

	
L2T 2K9


	
2430

	
NATURALIZER

	
LAMBTON MALL

	
1380 LONDON ROAD

	
SARNIA

	
ON

	
N7S 1P8


	
2432

	
NATURALIZER

	
ST. LAURENT SHOPPING CENTRE

	
1200 ST LAURENT BLVD #519

	
OTTAWA

	
ON

	
K1K 3B8


	
2440

	
NATURALIZER

	
CARLINGWOOD SHOPPING CENTRE

	
2121 CARLING AVENUE

	
OTTAWA

	
ON

	
K2A 1H2


	
2450

	
NATURALIZER

	
SQUARE ONE

	
100 CITY CTR DRIVE

	
MISSISSAUGA

	
ON

	
L5B 2C9


	
2451

	
NATURALIZER

	
ERIN MILLS TOWN CENTRE

	
5100 ERIN MILLS PARKWAY

	
MISSISSAUGA

	
ON

	
L5M 4Z5


	
2452

	
NATURALIZER

	
SHERWAY GARDENS

	
25 THE WEST MALL

	
ETOBICOKE

	
ON

	
M9C 1B8















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES -CANADIAN RETAIL STORES LEASED (as of January 1,  2009)








	  STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	  CITY	 PROVINCE	 MAIL CODE
	
2453

	
NATURALIZER

	
CLOVERDALE MALL

	
250 THE EAST MALL #127

	
ETOBICOKE

	
ON

	
M9B 3Y8


	
2455

	
NATURALIZER

	
YORKDALE SHOPPING CENTER

	
3401 DUFFERIN STREET

	
TORONTO

	
ON

	
M6A 3A1


	
2456

	
NATURALIZER

	
SCARBOROUGH TOWN CENTRE

	
300 BOROUGH DRIVE

	
SCARBOROUGH

	
ON

	
M1P 4P5


	
2458

	
NATURALIZER

	
YONGE-EGLINTON CENTER

	
2300 YONGE ST. #C27

	
TORONTO

	
ON

	
M4P 1E4


	
2462

	
NATURALIZER

	
HILLCREST MALL

	
9350 YONGE STREET

	
RICHMOND HILL

	
ON

	
L4C 5G2


	
2463

	
NATURALIZER

	
CENTERPOINT

	
6248 YONGE ST #47

	
WILLOWDALE

	
ON

	
M2M 3X4


	
2464

	
NATURALIZER

	
MARKVILLE SHOPPING CENTER

	
5000 HWY & MCCOWAN ROAD

	
MARKHAM

	
ON

	
L3R 4M9


	
2466

	
NATURALIZER

	
BRAMALEA SHOPPING CENTRE

	
25 PEEL CENTRE DRIVE

	
BRAMPTON

	
ON

	
L6T 3R5


	
2467

	
NATURALIZER

	
OSHAWA

	
419 KING STREET WEST

	
OSHAWA

	
ON

	
L1J 2K5


	
2468

	
NATURALIZER

	
UPPER CANADA MALL

	
17600 YONGE STREET

	
NEWMARKET

	
ON

	
L3Y 4Z1


	
2469

	
NATURALIZER

	
GEORGIAN MALL

	
509 BAYFIELD STREET

	
BARRIE

	
ON

	
L4M 4Z8


	
2470

	
NATURALIZER

	
MAPLEVIEW CENTRE

	
900 MAPLE AVENUE

	
BURLINGTON

	
ON

	
L7S 2J8


	
2471

	
NATURALIZER

	
LIME RIDGE MALL

	
999 UPPER WENTWORTH STREET

	
HAMILTON

	
ON

	
L9A 4X5


	
2475

	
NATURALIZER

	
LYNDEN PARK

	
84 LYNDEN ROAD

	
BRANTFORD

	
ON

	
N3R 6B8


	
2481

	
NATURALIZER

	
FAIRVIEW PARK

	
HWY. 8 E. & FAIRWAY RD.

	
KITCHENER

	
ON

	
N2C 1X1


	
2482

	
NATURALIZER

	
CONESTOGA MALL

	
550 KING STREET NORTH

	
WATERLOO

	
ON

	
N2L 5W6


	
2484

	
NATURALIZER

	
WHITE OAKS MALL

	
1105 WELLINGTON ROAD ST.

	
LONDON

	
ON

	
N6E 1V4


	
2489

	
NATURALIZER

	
DEVONSHIRE MALL

	
3100 HOWARD AVENUE

	
WINDSOR

	
ON

	
N8X 3Y8















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES -CANADIAN RETAIL STORES LEASED (as of January 1,  2009)








	 STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	 CITY	 PROVINCE	 MAIL CODE
	
2490

	
NATURALIZER

	
PLACE D'ORLEANS

	
110 PLACE D'ORLEANS DR. #608

	
ORLEANS

	
ON

	
K1C 2L9


	
2491

	
NATURALIZER

	
BAYSHORE CENTRE

	
100 BAYSHORE DRIVE

	
OTTAWA

	
ON

	
K2B 8C1


	
2492

	
NATURALIZER

	
BILLINGS BRIDGE PLAZA

	
2269 RIVERSIDE DRIVE

	
OTTAWA

	
ON

	
K1H 8K2


	
2493

	
NATURALIZER

	
240 SPARKS

	
240 SPARKS STREET

	
OTTAWA

	
ON

	
K1P 6C9


	
2494

	
NATURALIZER

	
CATARAQUI TOWN CENTRE

	
945 GARDINERS ROAD

	
KINGSTON

	
ON

	
K7M 7H4


	
2496

	
NATURALIZER

	
CORNWALL SQUARE

	
1 WATER STREET EAST

	
CORNWALL

	
ON

	
K6H 6M2


	
2497

	
NATURALIZER

	
HAZELDEAN MALL

	
300 EAGLESON ROAD #34

	
KANATA

	
ON

	
K2M 1C9


	
2498

	
NATURALIZER

	
QUINTE MALL

	
390 NORTH FRONT STREET

	
BELLEVILLE

	
ON

	
K8P 3E1


	
2500

	
NATURALIZER

	
COMPLEXE LES AILES

	
677 STE-CATHERINE O

	
MONTREAL

	
QC

	
H3B 5K4


	
2551

	
NATURALIZER

	
GALERIES D'ANJOU

	
7999 BOUL. DES GALERIES D'AJOU

	
VILLE D'ANJOU

	
QC

	
H1M 1W9


	
2552

	
NATURALIZER

	
LE CARREFOUR LAVAL

	
3035 BOUL. LE CARREFOUR

	
LAVAL

	
QC

	
H7T 1C7


	
2553

	
NATURALIZER

	
PLACE VERSAILLES

	
7275 SHERBROOKE EST #100

	
MONTREAL

	
QC

	
H1N 1E9


	
2554

	
NATURALIZER

	
PROMENADES ST-BRUNO

	
239 BOUL. DES PROMENADES

	
ST-BRUNO

	
QC

	
J3V 5J5


	
2556

	
NATURALIZER

	
CENTRE ROCKLAND

	
2305 CHEMIN ROCKLAND

	
VILLE MONT-ROYAL

	
QC

	
H3P 3E9


	
2558

	
NATURALIZER

	
FAIRVIEW POINTE CLAIRE

	
6801 TRANSCANADIENNE

	
POINTE-CLAIRE

	
QC

	
H9R 5J2


	
2559

	
NATURALIZER

	
MAIL CHAMPLAIN

	
2151 BOUL. LAPINIERE

	
BROSSARD

	
QC

	
J4W 2T5


	
2560

	
NATURALIZER

	
CENTRE VALLEYFIELD

	
50 DUFFERIN #240

	
VALLEYFIELD

	
QC

	
J6S 4W4


	
2561

	
NATURALIZER

	
CARREFOUR RICHELIEU

	
600 RUE PIERRE CAISSE #20

	
ST-JEAN

	
QC

	
J3A 1M1


	
2562

	
NATURALIZER

	
PLACE BOURASSA

	
6000 HENRI-BOURASSA EAST

	
MONTREAL-NORD

	
QC

	
H1G 2T6


	
2563

	
NATURALIZER

	
FAUBOURG DE I'LLE

	
101 BOUL. CARDINAL LEGER

	
PINCOURT

	
QC

	
J7V 3Y3















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES -CANADIAN RETAIL STORES LEASED (as of January 1,  2009)








	 STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	  ADDRESS	 CITY	 PROVINCE	 MAIL CODE
	
2564

	
NATURALIZER

	
CENTRE REGIONAL CHATEAUGUAY

	
200 BOUL. D'ANJOU

	
CHATEAUGUAY

	
QC

	
J6K 1C5


	
2565

	
NATURALIZER

	
LE BOULEVARD CENTRE COMMERCIAL

	
4118 JEAN-TALON EST.

	
ST-LEONARD

	
QC

	
H1S 1J7


	
2567

	
NATURALIZER

	
CENTRE LAVAL

	
1600 BOUL. LE CORBUSIER

	
LAVAL

	
QC

	
H7S 1Y9


	
2568

	
NATURALIZER

	
PLACE LONGUEUIL

	
825 ST-LAURENT OUEST

	
LONGUEUIL

	
QC

	
J4K 2V1


	
2571

	
NATURALIZER

	
GALERIES DE GRANBY

	
40 BOUL. EVANGELINE

	
GRANBY

	
QC

	
J2G 8K1


	
2572

	
NATURALIZER

	
GALERIES ST-HYACINTHE

	
3200 LAFRAMBROISE

	
ST-HYACINTHE

	
QC

	
J2S 4Z5


	
2574

	
NATURALIZER

	
GRANDE PLACE DES BOIS-FRANCS

	
1111 BOUL. JUTRAS E. #45

	
ARTHABASKA

	
QC

	
G6S 1C1


	
2575

	
NATURALIZER

	
CENTRE LES RIVIERES

	
4375 BOUL. DES FORGES

	
TROIS-RIVIERES

	
QC

	
G8Y 5N9


	
2577

	
NATURALIZER

	
CARREFOUR DE I'ESTRIE

	
3050 BOUL. PORTLAND #202

	
SHERBROOKE

	
QC

	
J1L 1K1


	
2579

	
NATURALIZER

	
LES GALERIES DE HULL

	
320 BOUL. ST.JOSEPH

	
HULL

	
QC

	
J8Y 3Y8


	
2580

	
NATURALIZER

	
PLACE STE-FOY

	
2450 BOUL. LAUIER

	
STE-FOY

	
QC

	
G1V 2L1


	
2581

	
NATURALIZER

	
GALERIES CHAGNON

	
1200 BOUL. ALPHONSE DESJARDINS

	
LEVIS

	
QC

	
G6V 6Y8


	
2582

	
NATURALIZER

	
PLACE FLEUR DE LYS

	
550 BOUL. HAMEL

	
QUEBEC

	
QC

	
G1M 2S5


	
2583

	
NATURALIZER

	
GALERIES DE LA CAPITALE

	
5401 BOULEVARD DES GALERIES

	
QUEBEC

	
QC

	
G2K 1N4


	
2584

	
NATURALIZER

	
LES GALERIES DE LA CANARDIERE

	
2485 BOUL. STE-ANNE

	
QUEBEC

	
QC

	
G1J 1Y4


	
2585

	
NATURALIZER

	
CARREFOUR ST-GEORGES

	
8585 BOUL. LACROIX

	
ST.GEORGES

	
QC

	
G5Y 5L6


	
2586

	
NATURALIZER

	
GALERIES JOLIETTE

	
1075 BOUL. FIRESTONE

	
JOLIETTE

	
QC

	
J6E 6X6


	
2587

	
NATURALIZER

	
PROMENADES DRUMMONDVILLE

	
755 RENE-LEVESQUE BOUL.

	
DRUMMONDVILLE

	
QC

	
J2C 6Y7















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES -CANADIAN RETAIL STORES LEASED (as of January 1,  2009)








	 STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	  CITY	 PROVINCE	 MAIL CODE
	
2588

	
NATURALIZER

	
CARREFOUR ANGRIGNON

	
7077 NEWMAN BLVD.

	
LASALLE

	
QC

	
H8N 1X1


	
2590

	
NATURALIZER

	
PLACE DU ROYAUME

	
1401 BOUL. TALBOT

	
CHICOUTIMI

	
QC

	
G7G 4C1


	
2594

	
NATURALIZER

	
RIVIERE-DU-LOUP

	
298 ARMAND THERIAULT

	
RIVIERE-DU-LOUP

	
QC

	
G5R 4C2


	
2595

	
NATURALIZER

	
CARREFOUR RIMOUSKI

	
419 BOUL. JESSOP

	
RIMOUSKI

	
QC

	
G5L 7Y5


	
2596

	
NATURALIZER

	
QUARTIERS DIX30

	
9315 BOUL LEDUC, CENTER UNIT

	
BROSSARD

	
QC

	
J4Y 0A5


	
2650

	
NATURALIZER

	
CHAMPLAIN PLACE SHOPPING CENTRE

	
477 PAUL STREET

	
MONCTON

	
NB

	
E1A 4X5


	
2660

	
NATURALIZER

	
MCALLISTER SHOPPING CENTER

	
519 WESTMORLAND ROAD, BOX 63

	
ST. JOHN

	
NB

	
E2J 3W9


	
2670

	
NATURALIZER

	
BATHURST MALL

	
1300 ST-PETER AVENUE #63

	
BATHURST

	
NB

	
E2A 3A6


	
2680

	
NATURALIZER

	
REGENT MALL

	
1381 REGENT STREET

	
FREDERICTON

	
NB

	
E3C 1A2


	
2760

	
NATURALIZER

	
HALIFAX SHOPPING CENTRE

	
7001 MUMFORD ROAD BOX 216

	
HALIFAX

	
NS

	
B3L 4N9


	
2766

	
NATURALIZER

	
MIC MAC MALL

	
21 MICMAC BLVD.

	
HALIFAX

	
NS

	
B3A 4N3


	
2767

	
NATURALIZER

	
SUNNYSIDE SHOPPING MALL

	
1595 BEDFORD HIGHWAY #152

	
BEDFORD

	
NS

	
B4A 3Y4


	
2768

	
NATURALIZER

	
COUNTY FAIR MALL

	
9256 COMMERCIAL ST #0285

	
NEW MINAS

	
NS

	
B4N 4A9


	
2770

	
NATURALIZER

	
HIGHLAND SQUARE

	
689 WESTVILLE ROAD #36

	
NEW GLASGOW

	
NS

	
B2H 2J6


	
2780

	
NATURALIZER

	
MAYFLOWER MALL

	
800 GRAND LAKE ROAD

	
SYDNEY

	
NS

	
B1P 6S9


	
2950

	
NATURALIZER

	
AVALON MALL

	
48 KENMOUNT ROAD #L 15

	
ST. JOHN'S

	
NL

	
A1B 1W3


	
2951

	
NATURALIZER

	
VILLAGE SHOPPING CENTRE

	
430 TOPSAIL ROAD BOX 1

	
ST. JOHNS

	
NL

	
A1E 4N1


	
2960

	
NATURALIZER

	
CORNER BROOK PLAZA

	
54 MAPLE VALLEY ROAD

	
CORNER BROOK

	
NL

	
A2H 6L8















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES -CANADIAN RETAIL STORES LEASED (as of January 1,  2009)








	  STORE #	 TRADE/STORE NAME	 MALL/SHOPPING CENTER	 ADDRESS	  CITY	 PROVINCE	 MAIL CODE
	
5060

	
NATURALIZER OUTLET

	
BRENTWOOD TOWN CENTRE

	
4567 LOUGHEED HWY

	
BURNABY

	
BC

	
V5C 3Z6


	
5355

	
NATURALIZER OUTLET

	
GARDEN CITY SHOPPING CENTRE

	
2305 MCPHILLIPS STREET

	
WINNEPEG

	
MB

	
R2V 3E1


	
5450

	
NATURALIZER OUTLET

	
DIXIE OUTLET MALL

	
1250 SOUTH SERVICE ROAD

	
MISSISSAUGA

	
ON

	
L5E 1V4


	
5455

	
NATURALIZER OUTLET

	
WOODBINE CENTRE

	
500 REXDALE BLVD

	
ETOBICOKE

	
ON

	
M9W 6K5


	
5465

	
NATURALIZER OUTLET

	
COOKSTOWN MANUFACTURERS' OUTLET MALL

	
3311 SIMCOE ROAD

	
COOKSTOWN

	
ON

	
L0L 1L0


	
5491

	
NATURALIZER OUTLET

	
PERTH FACTORY OUTLET

	
1857 RODGERS POAD

	
PERTH

	
ON

	
K7H 3E8


	
5550

	
NATURALIZER OUTLET

	
MEGA CENTRE NOTRE DAME

	
2312 AUTOROUTE CHOMEDEY

	
LAVAL

	
QC

	
H7X 4G8


	
5597

	
NATURALIZER OUTLET

	
FACTORERIES ST-SAUVEUR

	
100 GUINDON C.P.

	
ST-SAUVEUR DES MONTS

	
QC

	
J0R 1R0









 


 











  





  











  













BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - LEASED PROPERTIES OTHER THAN RETAIL STORE LOCATIONS


(as of January 1, 2009)








	 Loan Party	 Location	  Use
	
Brown Group Retail, Inc. (Lessee)

	
Former Famous Footwear


7010 Mineral Point Road


Madison, WI  53717


 

	
Vacant office space


	
Brown Group Retail, Inc. (Lessee)

	
Sun Prairie Business Park


1615 Commerce Drive


Sun Prairie, WI  53590


 

	
Warehouse distribution


	
Brown Group Retail, Inc. (Lessee)


 

	
625 Maddox Simpson Parkway


Lebanon, TN  37090


 

	
Warehouse distribution


 


	
Brown Shoe Company, Inc. (Lessee)


 


 

	
693 Fifth Avenue


9th, 11th & 12th Floors


New York, NY  10022


 

	
Office Space


 


 


	
Brown Shoe Company, Inc. (Lessee)


 

	
1500 West Malone, US 60


Sikeston, MO  63801


 

	
Warehouse distribution


 


	
Bennett Footwear Group LLC (Lessee)


(to be assigned to Brown Group Retail, Inc..)

	
117 Kendrick Street


Needham, MA  02494

	
Vacant office space


 


	
Bennett Footwear Group LLC (Lessee)


(to be assigned to Brown Shoe Company, Inc.)

	
1370 Avenue of the Americas (portion of the Fifth Floor)


New York, NY  10019

	
Subleased office space


 















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - LEASED PROPERTIES OTHER THAN RETAIL STORE LOCATIONS (as of January 1, 2009)








	  Loan Party	 Location	 Use
	
Bennett Footwear Group LLC (Lessee)


(to be assigned to Brown Shoe Company, Inc.)

	
156 West 56th Street, Suites (1400, 1401 and 1500)


New York, NY  10019


 

	
NY Office & Showroom space


	
Brown Shoe Company, Inc. (Lessee)

	
5621 Dennis McCarthy Drive


Lebec, CA  93243


 

	
Warehouse distribution (West Coast)


	
Brown Group Retail, Inc. (Lessee)

	
6755 Hollywood Blvd.


Los Angeles, CA  90028


 

	
Subleased Office Space


	
Sidney Rich Associates, Inc. (Lessee)

	
1004 Beau Terre Drive


Suite 512


Bentonville, AK  72712


 

	
Office space


	
Sidney Rich Associates, Inc. (Lessee)

	
4-5 Floors, No. 26


Wen Hsin Rd., Sec. 3


Taichung, Taiwan


 

	
Office space


	
Brown Shoe Company, Inc. (Lessee)

	
Spirit of St. Louis Airport


18190 Edison Avenue


Chesterfield, MO  63005


 

	
Airport hangar


	
Brown Group Retail, Inc. (Lessee)

	
2520 NW 97th Avenue, #100


Doral, FL  33172


 

	
Office space


	
Brown Group Retail, Inc. (Lessee)

	
151 Fries Mill Road, Ste. 505


Turnerville, NJ  08012


 

	
Real Estate Director (R. Grahamslaw) Office Space















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - LEASED PROPERTIES OTHER THAN RETAIL STORE LOCATIONS (as of January 1, 2009)








	 Loan Party	 Location	  Use
	
Brown Group Retail, Inc. (Lessee)

	
1745 Shea Center Drive, 4th Floor


Highlands Ranch, CO  80129


 

	
Real Estate Director (D. Angard) Office Space


	
Brown Group Retail, Inc. (Lessee) 

	
HQ Global Workplaces


1200 U.S. Hwy E, Ste. 2000


Bridgewater, NJ  08807


 

	
Real Estate Director (S. Jennerich) Office Space


	
Brown Group Retail, Inc. (Lessee)

	
116 E. Madison Street


Lake Mills, WI  53551


 

	
Real Estate Director (H. Van Ommeren) Office Space


	
Brown Group Retail, Inc. (Lessee)

	
2300 N. Barrington Road, Ste. 453


Hoffman Estates, IL  60195


 

	
Real Estate Director (J. Pye) Office Space


	
Brown Shoe Company of Canada Ltd 

	
3090 Le Carrefour Blvd..


Suite 750


Laval, Quebec Canada  H2Z 1S8

	
Office space















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - OWNED PROPERTY


(as of January 1, 2009)








	
Owner

	
Location

	
Use


	
Brown Group Retail, Inc.

	
Building and Property located at and to the east of


5800 East Jewel Avenue


Denver, CO  80224


 

	
Leased to wholesaler of tile material -vacant land being maintained for environmental purposes


	
Brown Shoe Company, Inc.

	
Moench Tanning


465 Palmer Street


Gowanda, NY 14070


 

	
Vacant land being maintained for environmental purposes


	
Brown Shoe Company, Inc.

	
Moench Tanning


Town of Dayton


Cattaraugus, County, NY


 

	
Vacant land being maintained for environmental purposes


	
Brown Shoe Company, Inc.

	
8300-8350 Maryland Ave. & SE corner at Topton


St. Louis, MO  63105


 

	
Main Office, Conference Center & Adjacent Parking Lots


	
Brown Shoe Company, Inc.

	
8400 Maryland Avenue


St. Louis, MO 63105

	
Main Office, Parking Lots


 


	
Brown Shoe Company, Inc.

	
8500 Maryland Avenue


St. Louis, MO 63105


 

	
Vacant building & Parking lot- part of Main Office Complex


















  





  











  













BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES - OWNED PROPERTY (as of January 1, 2009)








	  Owner	 Location	  Use
	
Brown Shoe Company, Inc.

	
1000 East Main Street


Fredericktown, MO  63645


 

	
Warehouse distribution


	
Brown Shoe Company, Inc.

	
103 S. Acres


Sikeston, MO  63801

	
Warehouse distribution


	
Brown Shoe Company of Canada Ltd


 

	
1857 Rogers Road


Perth, Ontario K7H 3EH

	
Warehouse distribution & Office


 


	
Brown Shoe Company of Canada Ltd


 

	
40 Sunset


Perth, Ontario K7H 2X3

	
Leased to shoe mfgr.


 


	
Brown Shoe Company of Canada Ltd


 

	
27 Elaine Crescent


Stirling, Ontario K0K 3E0

	
Vacant Factory


 















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.5(b) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TITLE TO PROPERTIES; REAL ESTATE


BROWN COMPANIES (AS LESSOR/LICENSOR)- LEASED/LICENSED PROPERTIES








	
LESSOR/LICENSOR

	
LESSEE/LICENSEE

	
LOCATION

	
USE


	
Bennett Footwear Group LLC 


(Sublessor) (to be assigned to Brown Shoe Company, Inc.)


 

	
New York Transit (Sublessee)


 

	
1370 Avenue of the Americas (portion of the Fifth Floor)


New York, NY  10019

	
Office space


 


	
Brown Group Retail, Inc.


 

	
Capco Tile (lessee)


 

	
5800 East Jewel Avenue


Denver, CO  80224


 

	
Building & property


 


	
Brown Group Retail, Inc. (Sublessor)


 

	
People Media, Inc.(sublessee)


 

	
6755 Hollywood Blvd.


Los Angeles, CA  90028

	
Office Space


 


















  





  











  













BROWN SHOE COMPANY, INC.


SCHEDULE 3.6 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







DISCLOSED MATTERS







(As of January 7, 2009)












The Borrowers are involved in environmental remediation and ongoing compliance activities at several sites.  Brown Retail is remediating, under the oversight of Colorado authorities, the groundwater and indoor air at its owned facility in Colorado (also known as the Redfield site) and residential neighborhoods adjacent to and near the property that have been affected by solvents previously used at the facility.


 


In March 2000, a class action lawsuit was filed in Colorado State Court (District Court for the City and County of Denver) related to the Redfield site described above. Plaintiffs alleged claims for trespass, nuisance, strict liability, unjust enrichment, negligence and exemplary damages arising from the alleged release of solvents contaminating the groundwater and indoor air in the areas adjacent to and near the site. In December 2003, the jury hearing the claims returned a verdict finding Brown Retail negligent and awarded the class plaintiffs $1.0 million in damages. This award was recorded along with estimated pretrial interest on the award and estimated costs related to sanctions imposed by the court related to a pretrial discovery dispute between the parties. The total pretax charge recorded for these matters in 2003 was $3.1 million. An additional $0.6 million in expense was recorded in 2004, related to pretrial interest, to reflect the trial court’s ruling extending the time period for which prejudgment interest applied. The plaintiffs filed an appeal of the December 2003 jury verdict, and in August 2007, the Colorado Court of Appeals rejected the plaintiffs’ attempt to obtain a new trial by affirming the trial court judgment. The Court also denied a cross-appeal by Brown Retail seeking a reversal of a portion of the pretrial interest awarded to plaintiffs, and an additional $0.8 million was paid in April 2008 for the remainder of the pretrial interest owing on the judgment. The Court also reversed the trial court’s award of costs and remanded the case to the trial court for a determination of whether plaintiffs are entitled to recover their costs related to the trial. The plaintiffs subsequently filed a petition with the Supreme Court of Colorado seeking review of the Court of Appeal’s decision denying them a new trial, which the Supreme Court denied on May 19, 2008, effectively ending plaintiffs’ attempts to obtain a retrial. The cost of further proceedings in this matter may vary.


 


In connection with the Redfield environmental remediation and class action litigation discussed above, Brown Retail sued a number of its insurers seeking recovery of defense costs, indemnity and other damages related to the former operations and the remediation at the site. During 2006, Brown Retail reached agreements with certain of those insurers to resolve the coverage claims arising out of the Redfield site and recorded income related to these recoveries of $7.3 million, net of related legal fees, as a reduction of selling and administrative expenses. Prior to a trial of that action, during the first quarter of 2008, Brown Retail reached settlements with all insurers remaining in the case for total insurance recoveries, net of associated fees and costs, of $10.2 million, as a reduction of selling and administrative expenses. As a result of these settlements, all claims among the parties have been dismissed. In addition, Brown Retail filed a contribution action in Colorado State Court against the Colorado Department of Transportation (CDOT), which owns and operates a facility adjacent to the Redfield site. On April 14, 2008, the Supreme Court of Colorado reversed the trial court’s and Court of Appeal’s rulings, which had rejected CDOT’s attempts to have Brown Retail’s cost recovery suit dismissed on legal grounds. As a result, only one claim related to a small ancillary part of the remediation efforts was allowed to go forward, and Brown Retail has since reached an agreement to settle for a minimal payment by CDOT, and the case has been dismissed.


 










  





  











  













BROWN SHOE COMPANY, INC.


SCHEDULE 3.10 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







ERISA


 







ERISA Pension Benefit Plans


 


Brown Shoe Company, Inc. Retirement Plan


 


Foreign Pension Benefit Plans


 


The Pension Plan for the Salaried Staff and Salespersons of Brown Shoe Company of Canada Ltd.  (Currently in the process of conducting a “partial wind-up” of this plan.)


 


The Pension Plan for the Designated Employees of Brown Shoe Company of Canada Ltd.  (Currently in the process of conducting a “partial wind-up” of this plan.)


 


The Pension Plan for the Store Managers and Office Employees of Brown Shoe Company of Canada Ltd - Retail Division.


 







 










  





  











  



 















BROWN SHOE COMPANY, INC.


SCHEDULE 3.13 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







SUBSIDIARIES; CAPITALIZATION


















	
Name

	
Authorized Shares of Capital Stock

	
Issued and Outstanding Shares of Capital Stock


	
Brown Shoe Company, Inc.

	
Common: 100,000,000


Preferred:     1,000,000

	
42,327,519


	
Bennett Footwear Group LLC

	
Membership Interest

	
Membership Interest


	
Brown California, Inc.

	
100

	
100


	
Brown Group Retail, Inc.

	
10,000

	
10,000


	
Brown Missouri, Inc.

	
2,000

	
2,000


	
Brown Retail Development Company, Inc.

	
2,000

	
1,000


	
Brown Shoe International Corp.

	
10,000

	
2,000


	
Brown Shoe Investment Company, Inc.

	
2,000

	
2,000


	
Brown Shoe Services Corporation

	
10,000

	
2,000


	
Brown Texas, Inc.

	
100

	
100


	
Buster Brown & Co.

	
2,000

	
2,000


	
Maryland Square, Inc.

	
1000

	
1000


	
Maserati Footwear, Inc.

	
1,000

	
1,000


	
Pagoda Trading North America, Inc.

	
2,000

	
2,000


	
Shoes.com, Inc.

	
Common: 4,000,000


Preferred: 3,000,000

	
Common: 114,024


Preferred: 1,224,726 Class A-1


	
Sidney Rich Associates, Inc

	
2,000

	
2,000


	
Brown Cayman Ltd.

	
101,000

	
101,000


	
Brown Group Dublin Limited

	
150,000

	
150,000


	
Brown Shoe Asia Investment Limited

	
1,000

	
1,000


	
Brown Shoe Company of Canada Ltd

	
Class A(5%):31,500


Class B: 89,166

	
Class A(5%): 31,500


Class B: 50,441


	
Brown Shoe International (Macau) Company Limited

	
MOP 100,000

	
MOP 100,000


	
Brown Shoe International Sales and Licensing Limited

	
1,000

	
1,000


	
Brown Shoe International Sales and Licensing S.r.l.

	
100% of total authorized capital

	
100% of total authorized capital


	
Brown Shoe Service Company Limited

	
HK$7,000

	
1,000


	
DongGuan Brown Shoe Company Limited

	
100% of total authorized capital

	
100% of total authorized capital


	
DongGuan Leeway Footwear Company Limited

	
100% of total authorized capital

	
100% of total authorized capital















  





  











  













BROWN SHOE COMPANY, INC.


SCHEDULE 3.13 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







SUBSIDIARIES (Continued)








	  Name	 Authorized Shares of Capital Stock	 Issued and Outstanding Shares of Capital Stock
	
Great Prosper Profits Corporation

	
US$50,000

	
$1


	
Laysan Company Limited

	
144,000,000

	
143,706,197


	
Leeway International Company Limited

	
30,000

	
30,000


	
Pagoda International Corporation do Brasil, LTDA

	
100% of Total “Quotas” Owned

	
100% of Total “Quotas” Owned


	
Pagoda International Footwear Limited

	
1,500,000

	
1,492,879


	
Pagoda International Footwear (Macao Commercial Offshore) Ltd.

	
MOP 78,000

	
MOP78,000


	
Pagoda Leather Limited

	
15,309,023

	
15,309,023


	
Putian Brown Shoe Company Limited

	
100% of total authorized capital

	
100% of total authorized capital


	
Whitenox Limited

	
7,300,000

	
7,206,168















  





  











  













BROWN SHOE COMPANY, INC.


SCHEDULE 3.14 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







INSURANCE












 (SEE ATTACHED DESCRIPTION OF INSURANCE)













  





  











  










 



	 	
Brown Shoe Company, Inc.


Policy Digest

	 	 	 	 	
  Marsh


 701 Market Street


 Sutie 1000 


St. Louis, MO 63101


	 	 	 	 	 	 	 	 
	 	 As of 12/10/08	 	 	 	 	 	 
	Line of Coverage/Description	 Carrier	 Policy Period	 Policy Number	 Limit	 Deductible/SIR	 Policy Delivered
	 	 	 	 	 	 	 	 
	Property	 	 	 	 	 	 
	 	 All Risk	 Lexington Insurance Company	 06/15/08 - 06/15/09	*	 $500,000,000	 *	 9/2/2008
	 	 All Risk - Canada	 Lexington Insurance Company	 06/15/08  - 06/15/09	 *	 $500,000,000	 *	 11/13/2008
	 	 Excess Flood	 Endurance Specialty Insurance	 06/15/08 - 06/15/09	 *	 $20M xs $50M	 	 9/18/2008
	 	National Flood Insurance Program 	 American Bankers	 Various	 *	 	 	 
	 	 	 	 	 	 	 	 
	CASUALTY	 	 	 	 	 	 
	 	 General Liability	 Travelers Property & Casualty Company	 01/31/08 - 01/31/09	 *	 $1 million / $3 million / $10 million / $1 million	 *	5/2/2008
	 	 Employee Benefits Liability (incld in GL)	 Travelers Property & Casualty Company	 01/31/08 - 01/31/09	 *	 $1 M each claim/$2 M aggregate Retro 1/31/05	 	 5/2/2008
	 	General Liability - Canada	 Travelers Indemnity Co. (Canada)	 01/31/08 - 01/31/09	 *	 $1 million / $3 million / $10 million / $1 million	 *	 7/9/2008
	 	 Employee Benefits Liability (incld in GL)	 Travelers Property & Casualty Company	 01/31/08 - 01/31/09	 *	 $1 M each claim/$2 M aggregate Retro 1/31/05	 	 7/9/2008
	 	Auto Liability	 Travelers Property & Casualty Company	 01/31/08 - 01/31/09	 *	 $1 million CSL	 *	 5/2/2008
	 	 Auto Liability - Canada	 Travelers Indemnity Co. (Canada)	 01/31/08 - 01/31/09	 *	 	 	 7/9/2008
	 	 Workers' Compensation	 Travelers Property & Casualty Company	 01/31/08 - 01/31/09	 *	 WC - Satutory/EL - $1 million/$1 million/$1 million	 *	 5/2/2008
	 	 Workers' Compensation - (AZ, MA, OR, WI)	 Travelers Property & Casualty Company	 01/31/08 - 01/31/09	 *	 WC - Satutory/EL - $1 million/$1 million/$1 million	 *	 5/2/2008
	 	 Workers' Compensation - (WV)	 Travelers Property & Casualty Company	 01/31/08 - 01/31/09	 *	 WC - Satutory/EL - $1 million/$1 million/$1 million	 *	 9/16/2008
	 	 Workers' Compensation - Guam	 Travelers Indemnity Co	 01/31/08 - 01/31/09	 *	 	 	 6/4/2008
	 	 Umbrella Liability - *	 Federal Insurance Company	 01/31/08 - 01/31/09	 *	 $25 million	 	 5/2/2008
	 	 *	 *	 *	 *	 *	 	 *
	 	 *	 *	 *	 *	 *	 	 *
	 	*	 *	 *	 *	 *	 	 *
	 	*	 *	 *	 *	 *	 	 *
	 	 	 	 	 	 	 	 
	AIRCRAFT	 	 	 	 	 	 
	 	 *	 *	 *	 *	 *	 	 *
	FOREIGN	 	 	 	 	 	 
	 	 General Liability	
 Ace American Insurance Co.

	 06/15/07 - 1/31/09	 *	 $1M/occurrence	 	24-Jul-07
	 	 Employee Benefits Liability	 Ace American Insurance Co.	  06/15/07 - 1/31/09	*	 $1M/each claim/$1M aggregate - Retro 1/31/07	 *	 incl.
	 	 Foreign Auto Liability (Contingent)	 Ace American Insurance Co.	  06/15/07 - 1/31/09	 *	 $1 M CSL	 	 incl.
	 	 Foreign Employers Liability	 Ace American Insurance Co.	  06/15/07 - 1/31/09	 *	 $1 million/$1 million/$1 million	 	 incl.
	 	 	 	 	 	 	 	 
	MARINE	 	 	 	 	 	 
	 	 Marine/War Risks Open Cargo	 American Home Assurance Co.	 07/1/08-09	 *	 $9M/occurrence	 	 7/8/2008
	 	 	 	 	 	 	 	 
	Surety	 	 	 	 	 	 
	 	 Surety	 Safeco	 Various	 *	 	 *	 









  





  











  













 


 



	ACORDTM     CERTIFICATE OF LIABILITY INSURANCE	
 DATE (MM/DD/YYYY)


11/07/2008


	PRODUCER	  THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY
	      Aon Risk Services Central, Inc.	  AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
	      St. Louis MO Office	  CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE
	      8182 Maryland Avenue	 COVERAGE AFFORDED BY THE POLICES BELOW.
	      St. Louis MO 63105 USA	 	 	 	 
	 	 	 	 	 
	 PHONE - (866) 283-7122	 FAX - (847) 953-5390	 INSURERS AFFORDING COVERAGE	 NAIC #
	 INSURED	 INSURER A:   Federal Insurance Company	 20281
	     Brown Shoe Company, Inc.	 INSURER B:   Steadfast Insurance Company	 26387
	     8300 Maryland Avenue	 INSURER C:	 
	     Clayton MO 63105 USA	 INSURER D:	 
	 	 INSURER E:	 
	COVERAGES	SIR applies per term and conditions of the policy
	
THE POLICIES OF INSURANCE LISTED HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY BEEN BEEN REDUCED BY PAID CLAIMS.


	LIMITS SHOWN ARE AS REQUESTED
	
 INSR


LTR

	
 ADD'L


INSRD

	 TYPE OF INSURANCE	
 POLICY NUMBER

	
 POLICY EFFECTIVE 

DATE(MM/DD/YYYY)



	POLICY EXPIRATION 

DATE(MM/DD/YYYY)

	LIMITS
	 	 	 GENERAL LIABILITY	 	 	 	 EACH OCCURRENCE	 
	 	 	 oCOMMERCIAL GENERAL LIABITY	 	 	 	 DAMAGE TO RENTED PREMISES (Ea occurrence)	 
	 	 	 oCLAIMS MADE     oOCCUR	 	 	 	 MED EXP (Anyone person)	 
	 	 	 o                	 	 	 	 PERSONAL & ADV INJURY	 
	 	 	o                	 	 	 	 GENERAL AGGREGATE	 
	 	 	 GEN'L AGGREAGATE LIMIT APPLIES PER:	 	 	 	 PRODUCTS-COMP/OP AGG	 
	 	 	 oPOLICY       oPROJECT      oLOC	 	 	 	 	 
	 	 	 AUTOMOBILE LIABILITY	 	 	 	
 COMBINED SINGEL LIMIT 


(Ea accident)

	 
	 	 	 oANY AUTO	 	 	 	BODILY INJURY (Per person)	 
	 	 	 oALL OWNED AUTOS	 	 	 	 BODILY INJURY (Per accident)	 
	 	 	 oSCHEDULED AUTOS	 	 	 	
 PROPERTY DAMAGE


(Per accident)

	 
	 	 	 oHIRED AUTOS	 	 	 	 	 
	 	 	 oNON OWNED AUTOS	 	 	 	 	 
	 	 	 o                                                                             	 	 	 	 	 
	 	 	 GARAGE LIABILITY	 	 	 	 AUTO ONLY - EA ACCIDENT	 
	 	 	 oANY AUTO	 	 	 	 OTHER THAN      EA ACC	 
	 	 	 o	 	 	 	 AUTO ONLY:          AGG	 
	 	 	 EXCESS / UMBRELLA LIABILITY	 	 	 	 EACH OCCURANCE	 
	 	 	 oOCCUR          oCLAIMS MADE	 	 	 	 AGGREGATE	 
	 	 	 oDEDUCTIBLE	 	 	 	 	 
	 	 	 oRETENTION	 	 	 	 	 
	 	 	 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY	 	 	 	 ___ WC STATUTORY LIMITS	 
	 	 	 	 	 	 	 ___ OTHER	 
	 	 	 ANY PROPRIETORY/PARTNER/EXECUTIVE/OFFICER/MEMBER EXCLUDED?	 	 	 	 E.L. EACH ACCIDENT	 
	 	 	 	 	 	 	 E.L. DISEASE-POLICY LIMIT	 
	 	 	 If yes, describe under SPECIAL PROVSIONS below	 	 	 	 	 
	 B 	 	
 OTHER


*

	
 *


 *

	 10/31/08	 10/31/09	 Limit per Occurrence	 *
	
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS


 


 


 


 


	 CERTIFICATE HOLDER	 CANCELLATION
	 	
 Bank of America, N.A. , ASTIMAS,ISAOA


Attn: Craig Barcelo


100 Federal Street, 9th Floor


Boston MA 0-02110 USA

	
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR RESPRESENTATIVES.


 


AUTHORIZED REPRESEANTIVE    /S/ Aon Risk Services Central, Inc.


	ACORD 25 (2001/08)	ACORD CORPORATION 1988





 


 






  





  











  






 


Attachment to ACORD Certificate for Brown Shoe Company, Inc.


The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy.


 



	INSURED	INSURER 
	 	 Brown Shoe Company, Inc.	INSURER 
	 	 8300 Maryland Avenue	INSURER 
	 	 Clayton MO 63105 USA	INSURER 
	 	 	INSURER 
	ADDTIONAL POLICIES	 If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits.





 



	
INSR


LTR

	
 ADD'L


INSRD

	 TYPE OF INSURANCE	
 POLICY NUMBER

	
 POLICY EFFECTIVE 

DATE



	POLICY EXPIRATION 

DATE

	LIMITS
	 	 	 OTHER	 	 	 	 	 
	 A	 	Fiduciary Liab 	
 *


D&O/Fiduciary/Crime

	 10/31/08	10/31/09 	 Fiduciary Liability	 *
	 A	 	 D&O Coverage	
 *


D&O/Fiduciary/Crime

	 10/31/08	 10/31/09	 D&O limit each loss	 *
	 A	 	*	
 *


 *

	 10/31/07	 10/31/10	 *	 *
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 





DESCRIPTION OF OPERATIONAL/LOCATIONS/VEHICLES/EXCLUSONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS


 






  





  











  









INSURED


 


Brown Shoe Company, Inc.


8300 Maryland Avenue


Clayton MO 63105 USA


 


Coverage


 


Type of Coverage


Primary D&O


Carrier - Chubb


Policy Number - *


Limit of Liability - *


 


Excess D&O - Layer 1


Carrier - AIG


Policy Number - *


Limit of Liability - *


 


*


 


Primary Fiduciary


Carrier - Chubb


Policy Number - *


Limit of Liability - *


 


*


 






  





  











  














 



	 MARSH	 CERTIFICATE OF INSURANCE	 	
CERTIFICATE NUMBER


CHI-002165362-21


	PRODUCER	  THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
	      Marsh USA Inc.	  NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE
	      701 Market Street	  POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE
	      Suite 1100	 AFFORDED BY THE POLICES DESCRIBED HEREIN.
	      St. Louis, MO 63101	 	 	 	 
	 	 	 	 	 
	 99999 -NFIP-08-09	 yes	COMPANIES AFFORDING COVERAGE
	 INSURED	 COMPANY A:  The Standard Fire Insurance Company
	     Brown Shoe Company, Inc.	 COMPANY B    American Bankers Insurance Company of Florida
	     8300 Maryland Avenue	 COMPANY C
	     St. Louis, MO 63105	 COMPANY D
	COVERAGE	This certificate supercedes and replaces any previously issued certificate for the period noted below
	
THIS IS TO CERIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.


	
 CO LTR

	 TYPE OF INSURANCE	
 POLICY NUMBER

	
 POLICY EFFECTIVE 

DATE(MM/DD/YYYY)



	POLICY EXPIRATION 

DATE(MM/DD/YYYY)

	LIMITS
	 	 GENERAL LIABILITY	 	 	 	 GENERAL AGGREAGATE	 $
	 	 oCOMMERCIAL GENERAL LIABITY	 	 	 	 PRODUCTS - COMP/OP AGG	 $
	 	 oCLAIMS MADE     oOCCUR	 	 	 	 PERSONAL & ADV INJURY	 $
	 	 oOWNER'S & CONTRACTOR'S PROT	 	 	 	 EACH OCCURENCE	 $
	 	o                	 	 	 	 FIRE DAMAGE(Any one fire)	 $
	 	 	 	 	 	 MED EXP(Any one person)	 $
	 	 	 	 	 	 	 
	 	 AUTOMOBILE LIABILITY	 	 	 	
 COMBINED SINGLE LIMIT 

	 $
	 	 oANY AUTO	 	 	 	BODILY INJURY (Per person)	 $
	 	 oALL OWNED AUTOS	 	 	 	 BODILY INJURY (Per accident)	 $
	 	 oSCHEDULED AUTOS	 	 	 	
 PROPERTY DAMAGE

	 $
	 	 oHIRED AUTOS	 	 	 	 	 
	 	 oNON OWNED AUTOS	 	 	 	 	 
	 	 o                                                                             	 	 	 	 	 
	 	 GARAGE LIABILITY	 	 	 	 AUTO ONLY - EA ACCIDENT	 $
	 	 oANY AUTO	 	 	 	 OTHER THAN AUTO ONLY:	 
	 	 o	 	 	 	 EACH ACCIDENT	 $
	 	 	 	 	 	AGGREGATE 	 $
	 	 EXCESS LIABILITY	 	 	 	 EACH OCCURANCE	 $
	 	 oUMBRELLA FORM	 	 	 	 AGGREGATE	 $
	 	 oOTHER THAN UMBRELLA FORM	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY	 	 	 	 ___ WC STATUTORY LIMITS	 
	 	 	 	 	 	 ___ OTHER	 
	 	 THE PROPRIETOR/PARTNERS/EXECTUIVE OFFICERS ARE: o INCL     oEXCL	 	 	 	 EL EACH ACCIDENT	 $
	 	 	 	 	 	 EL DISEASE-POLICY LIMIT	 $
	 	 	 	 	 	 EL DISEASE-EACH EMPLOYEE	 $
	 	
 OTHER

	
 

	 	 	 	 
	A	 NFIP	 *	 03/17/08	 03/17/09	 Limit	 500,000
	 B	 NFIP	 *	 07/23/08	 07/23/09	 Limit	 500,000
	 C	 NFIP	 *	 10/01/08	 10/01/09	 Limit	 500,000
	
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS/SPECIAL ITEMS


 


Bank of America is included as Mortgagee / Loss Pyee on the referenced Floods policies where required by written contract:


Policy No. * - 103 S. Acres St., Sikeston, MO 63801-5607 - Deductible: $*


Policy No. * - 1000 E. Main St., Fredericktown, MO 63645-1237 - Deductible: $*


Policy No. * - Hwy. Z 1 Miles E of Fredericktown, MO 63645 - Deductible: $*


	 CERTIFICATE HOLDER	 CANCELLATION
	 	
 Bank of America, NA


MA5-100-09-09


100 Federal Street, 9th Floor


Boston, MA 02110

	
SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTITIVES, OR THE INSURER OF THIS CERTIFICATE.


	 	
AUTHORIZED REPRESENTATIVE


of Marsh USA, Inc.


 BY:   Alfred A. Peterfeso     /s/ Alfred A. Peterfeso


	 	MM1(3/02)                                                                    VALID AS OF: 01/13/09





 


 






  





  











  




















BROWN SHOE COMPANY, INC.


SCHEDULE 3.15 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







LABOR MATTERS







(As of December 16, 2008)








	
1.  

	
The Lead Borrower is a party to a collective bargaining agreement with the United Food and Commercial Workers Union, Local No. 655, as chartered by the United Food and Commercial Workers International Union with respect to employees at its Fredericktown, Missouri warehouse. This contract expires on June 15, 2010.







 



	
2.  

	
Brown Shoe Company of Canada Ltd is a party to a collective bargaining agreement with the United Food and Commercial Workers Union, Local No. 175, with respect to employees at its Perth, Ontario warehouse. This contract is binding on the parties until October 24, 2010, at which time it will renew for successive one-year periods unless either party gives 30-90 days notice of termination or amendment of the contract.







 







 










  





  











  













BROWN SHOE COMPANY, INC.


 


SCHEDULE 3.16 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


AFFILIATE TRANSACTIONS


 



	
1.  

	
Brown Shoe Company, Inc. is subject to a secondment agreement (as such agreement may be amended from time to time) between Brown Shoe Company, Inc. and DongGuan B&H Footwear Company Limited, pursuant to which Brown Shoe Company, Inc. provides (“seconds”) the services of Howard Herman, Vice President - Brown Shoe Company, Inc., to a foreign affiliate, and Mr. Herman is deemed to be an employee of the foreign affiliate.







 



	
2.

	
Richard M. Ausick – Senior Vice President - Brown Shoe Company, Inc., serves as a director of Edelman Shoe, Inc., and is also party to an Indemnification Agreement, dated August 15, 2007, pursuant to which he is entitled to indemnification from Edelman Shoe, Inc. to the fullest extent permitted by law.







 



	
3.

	
Thomas H. Lucas, Senior Vice President – Finance, serves as a director of Edelman Shoe, Inc., and is also party to an Indemnification Agreement, dated August 15, 2007, pursuant to which he is entitled to indemnification from Edelman Shoe, Inc. to the fullest extent permitted by law.







 



	
4.

	
Certain officers of Brown Shoe Company, Inc. also serve as directors of Subsidiaries directly or indirectly 100% owned by Brown Shoe Company, Inc., including Subsidiaries that are not Loan Parties.







 



	
5.

	
Charles Gillman, Douglas Koch, Timothy Heard and Mark Hood, all officers of Brown Shoe Company, Inc., serve as directors of B&H Footwear Company Limited, a 51% controlled Subsidiary.







 



	
6.

	
Brown Shoe Investment Company, Inc. is party to the Amended and Restated Stockholders Agreement (as such Agreement may be amended from time to time), dated 11/3/08 with respect to Edelman Shoe, Inc.







 



	
7.

	
Brown Shoe Company, Inc. licenses the Naturalizer trademark to DongGuan B&H Footwear Company Limited for the sourcing and sale of Naturalizer branded footwear in China.







 



	
8.

	
Brown Shoe Company, Inc. is a party to an Agreement (as such Agreement may be amended from time to time) regarding inventory among Brown Shoe Company, Inc., B&H Footwear Company Limited, Hongguo International Holdings Limited and Mayflower (Nanjing) Enterprise Company Limited, pursuant to which Hongguo and Mayflower will re-brand and/or resell certain excess inventory of Naturalizer products in China.  







 



	
9.

	
Sam and Libby Edelman and Edelman Shoe, Inc. are party to agreements (as such agreements may be amended from time to time) with the Loan Parties.







 



	
10.

	
From time to time, the Lead Borrower and its Affiliates may utilize the services of OgilvyOne LLC or its Affiliates.  One of the Lead Borrower's directors, Carla Hendra, is an executive officer of Affiliates of OgilvyOne LLC.







 



	
11.

	
From time to time, the Lead Borrower and its Affiliates may utilize the services of Heidrick & Struggles, an executive search firm.  One of the Lead Borrower's directors, Harold B. Wright, is a partner emeritus of Heidrick & Struggles.







 







 










  





  











  



 















BROWN SHOE COMPANY, INC.


SCHEDULE 3.21 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







INTELLECTUAL PROPERTY







 


None


 










  





  











  













BROWN SHOE COMPANY, INC.


SCHEDULE 3.22 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


CREDIT CARD ARRANGEMENTS, BLOCKED ACCOUNT AGREEMENTS AND DISBURSEMENT ACCOUNTS


 


 


Credi Card Arrangements


 


The following Credit Card Arrangements are not subject to a Credit Card Notification Agreement under the Existing Credit Agreement.


 



	
 


DIVISION

	
 


CREDIT CARD ACCEPTED

	
 


PROCEEDS CREDITED -BANK

	
 


PROCEEDS CREDITED - ACCOUNT

	
 


CURRENCY


	
FAMOUS FOOTWEAR - STORES / INTERNET

	
AMERICAN EXPRESS

	
BANK OF AMERICA

	
*

	
USD


	  	
DISCOVER

	
BANK OF AMERICA

	
*

	
USD


	  	
JCB

	
BANK OF AMERICA

	
*

	
USD


	  	
MASTERCARD

	
BANK OF AMERICA

	
*

	
USD


	  	
VISA

	
BANK OF AMERICA

	
*

	
USD


	  	  	  	  	  
	  	  	  	  	  
	
FAMOUS FOOTWEAR - B-TO-B

	
AMERICAN EXPRESS

	
BANK OF AMERICA

	
*

	
USD


	  	
DISCOVER

	
BANK OF AMERICA

	
*

	
USD


	  	
JCB

	
BANK OF AMERICA

	
*

	
USD


	  	
MASTERCARD

	
BANK OF AMERICA

	
*

	
USD


	  	
VISA

	
BANK OF AMERICA

	
*

	
USD


	  	  	  	  	  
	  	  	  	  	  
	
NATURALIZER - STORES / CATALOG / INTERNET

	
AMERICAN EXPRESS

	
BANK OF AMERICA

	
*

	
USD


	  	
DISCOVER

	
BANK OF AMERICA

	
*

	
USD


	  	
MASTERCARD

	
BANK OF AMERICA

	
*

	
USD















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.22 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


CREDIT CARD ARRANGEMENTS, BLOCKED ACCOUNT AGREEMENTS AND DISBURSEMENT ACCOUNTS


(Continued)





	
 


DIVISION

	  

CREDIT CARD ACCEPTED

	  

PROCEEDS CREDITED -BANK

	  

PROCEEDS CREDITED - ACCOUNT

	
 


CURRENCY


	  	
VISA

	
BANK OF AMERICA

	
*

	
USD


	  	  	  	  	  
	  	  	  	  	  
	
NATURALIZER - CANADA STORES

	
AMERICAN EXPRESS

	
BANK OF AMERICA CAD

	
*

	
CAD


	  	
MASTERCARD

	
BANK OF AMERICA CAD

	
*

	
CAD


	  	
VISA

	
BANK OF AMERICA CAD

	
*

	
CAD


	  	  	  	  	  
	  	  	  	  	  
	
BROWN WHOLESALE - B-TO-B

	
MASTERCARD

	
BANK OF AMERICA

	
*

	
USD


	  	
VISA

	
BANK OF AMERICA

	
*

	
USD


	  	  	  	  	  
	  	  	  	  	  
	
SHOES.COM INTERNET

	
AMERICAN EXPRESS

	
BANK OF AMERICA

	
*

	
USD


	  	
DISCOVER

	
BANK OF AMERICA

	
*

	
USD


	  	
JCB

	
BANK OF AMERICA

	
*

	
USD


	  	
MASTERCARD

	
BANK OF AMERICA

	
*

	
USD


	  	
VISA

	
BANK OF AMERICA

	
*

	
USD


	  	
BILL ME LATER

	
BANK OF AMERICA

	
*

	
USD


	  	
PAYPAL

	
BANK OF AMERICA

	
*

	
USD







 






  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 3.22 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







CREDIT CARD ARRANGEMENTS, BLOCKED ACCOUNT AGREEMENTS AND DISBURSEMENT ACCOUNTS 


(Continued)




Blocked Account Agreements


 



	
BANK

	
BANK ACCOUNT NAME

	
BANK ACCOUNT NUMBER

	
CURRENCY

	
COMMENTS


	
SunTrust Bank

	
St. Louis Wholesale (Receipts)

	
*

	
USD

	
Funds to BOA Account *


Blocked account agreement in place.












 


Disbursement Accounts


 



	
BANK

	
BANK ACCOUNT NAME

	
BANK ACCOUNT NUMBER

	
CURRENCY

	
COMMENTS


	
Bank of America

	
Brown Shoe Company, Inc.

	
*

	
USD

	
ZBA Funded By BOA Account *.


	  	
  (Intermediary ZBA Funding)

	  	  	
Outgoing funds only.


	  	  	  	  	  
	  	
Brown Shoe Company, Inc.

	
*

	
USD

	
ZBA Funded By BOA Account *.


	  	
  (A/P Disbursements)

	  	  	  
	  	  	  	  	  
	  	
Brown Shoe Company, Inc.

	
*

	
USD

	
ZBA Funded By BOA Account *.


	  	
  (Payroll)

	  	  	  
	  	  	  	  	  
	  	
Brown Shoe Company, Inc.

	
*

	
USD

	
Funded by BOA Account *.


	  	
  (CA Payroll)

	  	  	  
	  	  	  	  	  













  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.22 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







CREDIT CARD ARRANGEMENTS, BLOCKED ACCOUNT AGREEMENTS AND DISBURSEMENT ACCOUNTS 


(Continued)








	  BANK	 BANK ACCOUNT NAME	 BANK ACCOUNT NUMBER	 CURRENCY	 COMMENTS
	  	
Brown Shoe Company, Inc.

	
*

	
USD

	
ZBA Funded By BOA Account *.


	  	
  (Corporate Disbursements)

	  	  	  
	  	  	  	  	  
	  	
Brown Shoe Company, Inc.

	
*

	
USD

	
Funded by BOA Account *.


	  	
  (Garnishment Payments)

	  	  	  
	  	  	  	  	  
	  	
Brown Shoe Services, Inc.

	
*

	
USD

	
ZBA Funded By BOA Account *.


	  	
  (Electronic Payment Funding)

	  	  	  
	  	  	  	  	  
	  	
Brown Group, Inc. Master Trust

	
*

	
USD

	
Funded By SunTrust Bank.


	  	
  (Disbursements)

	
*

	  	  
	  	  	  	  	  
	  	
Brown Group Retail, Inc.

	
*

	
USD

	
ZBA Funded By BOA Account *.


	  	
  Famous Footwear

	  	  	  
	  	
  (Electronic Payment Funding)

	  	  	  
	  	  	  	  	  
	  	
Brown Group Retail, Inc.

	
*

	
USD

	
ZBA Funded By BOA Account *.


	  	
  Famous Footwear

	  	  	  
	  	
  (A/P Disbursements)

	  	  	  
	  	  	  	  	  
	  	
Brown Group Retail, Inc.

	
*

	
USD

	
ZBA Funded By BOA Account *.















  





  











  









BROWN SHOE COMPANY, INC.


SCHEDULE 3.22 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







CREDIT CARD ARRANGEMENTS, BLOCKED ACCOUNT AGREEMENTS AND DISBURSEMENT ACCOUNTS 


(Continued)








	   BANK	 BANK ACCOUNT NAME	 BANK ACCOUNT NUMBER	 CURRENCY	 COMMENTS
	  	
  Naturalizer Retail

	  	  	  
	  	
  (Electronic Payment Funding)

	  	  	  
	  	  	  	  	  
	  	
Brown Group Retail, Inc.

	
*

	
USD

	
ZBA Funded By BOA Account *.


	  	
  Naturalizer Retail

	  	  	  
	  	
  (A/P Disbursements)

	  	  	  
	  	  	  	  	  
	  	
Shoes.com, Inc.

	
*

	
USD

	
ZBA Funded By BOA Account *.


	  	
  (Electronic Payment Funding)

	  	  	  
	  	  	  	  	  
	  	
Shoes.com, Inc.

	
*

	
USD

	
ZBA Funded By BOA Account *.


	  	
  (A/P Disbursements)

	  	  	  
	  	  	  	  	  
	  	
Brown Shoe Company, Inc.

	
*

	
USD

	
ZBA Funded By BOA Account *.


	  	
  St. Louis Wholesale

	  	  	  
	  	
  (Electronic Payment Funding)

	  	  	  
	  	  	  	  	  
	  	
Brown Shoe Company, Inc.

	
*

	
USD

	
ZBA Funded By BOA Account *.


	  	
  St. Louis Wholesale

	  	  	  
	  	
  (A/P Disbursements)

	  	  	  
	  	  	  	  	  













  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.22 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







CREDIT CARD ARRANGEMENTS, BLOCKED ACCOUNT AGREEMENTS AND DISBURSEMENT ACCOUNTS 


(Continued)








	 BANK	BANK ACCOUNT NAME	 BANK ACCOUNT NUMBER	 CURRENCY	COMMENTS
	  	
Brown Shoe Company of Canada, Ltd.

	
*

	
USD

	
Funded by FX purchases through *and *.


	  	
  (Electronic Payment Funding)

	  	  	  
	  	  	  	  	  
	  	
Brown Shoe Company of Canada, Ltd.

	
*

	
USD

	
Funded by FX purchases through *and *.


	  	
  (A/P Disbursements)

	  	  	  
	  	  	  	  	  
	
Bank of America Canada

	
Brown Shoe Company of Canada, Ltd. Retail

	
*

	
CAD

	
ZBA funded By BOA Account *.


	  	
  (Electronic Payment Funding)

	  	  	  
	  	  	  	  	  
	  	
Brown Shoe Company of Canada, Ltd. Wholesale

	
*

	
CAD

	
ZBA funded By BOA Account *.


	  	
  (Electronic Payment Funding)

	  	  	  
	  	  	  	  	  
	  	
Brown Shoe Company of Canada, Ltd. Retail

	
*

	
CAD

	
ZBA funded By BOA Account *.


	  	
  (A/P Disbursements)

	  	  	  
	  	  	  	  	  













  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 3.22 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







CREDIT CARD ARRANGEMENTS, BLOCKED ACCOUNT AGREEMENTS AND DISBURSEMENT ACCOUNTS 


(Continued)








	BANK	BANK ACCOUNT NAME  	BANK ACCOUNT NUMBER 	 CURRENCY	COMMENTS
	  	
Brown Shoe Company of Canada, Ltd. Wholesale

	
*

	
CAD

	
ZBA funded By BOA Account *.


	  	
  (A/P Disbursements)

	  	  	  







 







  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 4.1(c) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


FOREIGN QUALIFICATION TERMINATIONS













	
 NAME


 

	
STATE OF QUALIFICATION TERMINATION


	
BROWN SHOE COMPANY, INC.

	
Maine


	
Massachusetts


	
Mississippi


	
New Hampshire


	
BENNETT FOOTWEAR GROUP LLC

	
California


	
Massachusetts


	
New Hampshire


	
New Jersey


	
Texas













  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 5.1(h) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







FINANCIAL REPORTING REQUIREMENTS







 


Monthly within seventeen (17) days (or such longer period as the Administrative Agent may agree in its reasonable discretion, but in any event not to exceed twenty-five (25) days) of the end of each fiscal month the following items are required to be reported:


 



	
1.  

	
A/R Aging by Division







 



	
2.  

	
A/R Reserves Report







 



	
3.  

	
A/R Rollforward







 



	
4.  

	
Top 10 Customer Aging







 



	
5.  

	
Inventory Reconciliation by Division







 



	
6.  

	
Inventory Report







 



	
7.  

	
L/C Reports/Intransit Inventory







 



	
8.  

	
Store Activity and Store List







 


 






  





  











  






BROWN SHOE COMPANY, INC.


 


SCHEDULE 6.1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


INDEBTEDNESS


 


(As of January 8, 2009)


 



	
1.  

	
The Lead Borrower is contingently liable for lease commitments of approximately $1.7 million in the aggregate, which primarily relate to the Cloth World and Meis specialty retailing chains, which were sold in prior years.  In order for the Company to incur any liability related to these guarantees and lease commitments, the current owners would have to default.  At this time, the Company does not believe this is reasonably likely to occur.







 



	
2.

	
Loans and Notes pursuant to an Amended and Restated Loan Agreement, dated as of April 20, 2005, between Brown Group Dublin Limited and Brown Shoe Company of Canada Ltd, each dated April 20, 2005, made by Brown Group Dublin Limited to Brown Shoe Company of Canada Ltd.  All interest payable on and in connection with the Notes may be rolled into the principal of the Notes, and all bank fees payable on and in connection with the Notes will be rolled into the principal of the Notes. The maximum amount of the loans  under such Loan Agreement may not exceed $30,000,000.







 



	
3.

	
Loans pursuant to a Loan Agreement, dated July 12, 2001, between Brown Group Dublin Limited and Brown Shoe Company, Inc., and a promissory note relating thereto in the principal amount of $40,000,000.  All interest payable on and in connection with the promissory note may be rolled into the principal of the promissory note, and all fees payable on and in connection with the promissory note will be rolled into the principal of the promissory note.







 






  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







LIENS













	
1.  

	
Statutory liens in respect of employer contributions accrued to the date of wind up of Canadian pension funds.







 



	
2.  

	
The following PPSA filings of record in Canada against Brown Shoe Company of Canada Ltd/Chaussures Brown du Canada Ltee (as of January, 2009):







 



	
Secured Party

	
Registration Number

	
Collateral Classification


	  	
British Columbia

	  
	
Associates Leasing (Canada) Ltd.

	
8625198

	
Motor vehicles leased by the debtor


	  	
Manitoba

	  
	
GE Vehicle and Equipment Leasing

	
200504049204

	
Motor vehicle leased by debtor


	  	
Ontario

	  
	
GE Capital Vehicle and Equipment Leasing Inc.

	
20031015144615301855 (Reference File No. 600235272)

	
Inventory, Equipment, Accounts, Other and Motor Vehicle Included


	
National Leasing Group Inc.

	
20050513104960054369


(Reference File No. 615093102)

	
Equipment


	
Nissan Canada Inc.

	
20061017144915307961


(Reference File No. 629817759)

	
Consumer Goods, Equipment and Motor Vehicle Included


	
GE Vehicle and Equipment Leasing

	
19990409103615298596


(Reference File No. 849899484)

	
Inventory, Equipment, Accounts, Other and Motor Vehicle Included











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT









 






	
3.  

	
The following rights are registered at the Register of Personal and Moveable Real Rights (Québec) against Brown Shoe Company of Canada Ltd / Chaussures Brown du Canada Ltée (as of January 8, 2009):







 



	
Secured Party

	
Registration Number

	
Type of Asset


	  	
Québec

	  
	
Services Financiers Image Inc.

	
03-0542466-0006

	
Leased equipment


	
IBM Canada Limitée

	
00-0171060-0004

	
Leased equipment


	
GE Vehicle & Equipment Leasing

	
05-0240017-0018

	
Leased 2005 Mazda 6


	
G.E. Vehicle & Equipment Leasing

	
04-0382079-0014

	
Leased 2004 Honda Accord


	
G.E. Vehicle & Equipment Leasing

	
04-0307444-0019

	
Leased 2005 Nissan Altima


	
Associates Leasing (Canada) Ltd.

	
99-0191184-0029

	
Vehicle Lease


	
IBM Canada Limitée

	
99-0023312-0019

	
Lease of computer equipment


$4,668 per mo. and $3,901 per mo.


	
National Leasing Group Inc.

	
07-0446535-0001

	
Lease of water cooler


	
Bank of America, N.A.

	
04-0430109-0002

	
Universality hypothec: $800,000,000


	
Bank of America, N.A.


c/o Fleet Retail Group Inc.

	
01-0477922-0001

	
Universality hypothec: $800,000,000


	
Nissan Canada Inc.

	
07-0105646-0005

	
Leased 2006 Nissan Murano












 



	
4.  

	
Liens disclosed by UCC, tax and judgment lien searches as set forth on Annex A to Schedule 6.2 attached hereto.







 



	
5.  

	
Liens in favor of Lessors under leases with Brown Canada as set forth on Annex B to Schedule 6.2 attached hereto.







 










  





  











  













BROWN SHOE COMPANY, INC.


ANNEX A TO SCHEDULE 6.2


UCC FINANCING STATEMENTS OF RECORD AGAINST THE LOAN PARTIES











	
Secured Party

	
File No.

	
Original Filing Date

	
Collateral


	
DEBTOR NAME: BROWN SHOE COMPANY, INC.


	
Jurisdiction Searched: New York Department of State


	
Ameritech Credit Corporation

	
181543

	
9/24/2001

	
A lease of Canon CLC 900 Color Copiers and  all computers and other data transmission devices pursuant to a certain true lease agreement


	
General Electric Capital Corporation

	
200602170161154

	
2/17/2006

	
A true lease of 1 1999 Lear Jet


	
AVN Air, LLC

	
200804015343237

	
4/01/2008

	
A true lease of 1 Bombardier Learjet


	
Jurisdiction Searched: Missouri Secretary of State


	
General Electric Capital Corporation

	
4150626

	
4/4/2001

	
A true lease of 1 1999 Lear Jet


	
IKON Office Solutions- Canon Division

	
2863694

	
12/19/97

	
A lease of specific copy equipment.


	
Dell Financial Services, L.P.

	
3071558

	
9/2/99

	
All computer equipment and peripherals pursuant to a certain Master Lease Agreement between the Debtor and Secured Party


	
Jurisdiction Searched: Madison County, MO


	
The Industrial Development Authority of the City of Fredericktown, MO

	
07312

	
10/24/79

	
Collateral description is “As defined in the Lease dated October 1, 1979, between Debtor and Secured Party”


	
Jurisdiction Searched: St. Louis Independent City, MO







 










  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT







ANNEX A (Continued)













	
Dell Financial Services, L.P.

	
05740

	
9/3/99

	
All computer equipment and peripherals pursuant to a certain Master Lease Agreement between the Debtor and Secured Party


	
DEBTOR NAME: BROWN GROUP, INC. (FORMER NAME OF BROWN SHOE COMPANY, INC.)


	
Jurisdiction Searched: Missouri Secretary of State


	
The Industrial Development Authority of the City of Fredericktown, MO

	
1845034

	
3/16/90

	
Collateral description is “As defined in the Lease dated October 1, 1979, between Debtor and Secured Party”


	
Forsythe / MacArthur Associates, Inc.

	
2023466

	
7/18/91

	
A specific lease agreement of computer, data processing , telecommunications and other equipment


	
Storage Technology Corporation

	
2139395

	
6/10/92

	
Specific data processing equipment


	
Mirex Corporation

	
2686250

	
7/15/96

	
A lease of specific equipment


	
Ameritech Credit Corporation

	
2743073

	
1/6/97

	
A true lease of computers and other data transmission devices


	
NationsBanc Leasing

	
2784544

	
5/1/97

	
All equipment covered under a specific Master Lease Agreement


	
The First National Bank of Boston, as Agent

	
2788149

	
5/13/97

	
All equipment covered under a specific Master Lease Agreement


	
The First National Bank of Boston, as Agent

	
2788152

	
5/13/97

	
All equipment covered under a specific Master Lease Agreement















  





  











  













BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT







ANNEX A (Continued)










	
Ameritech Credit Corporation

	
2797657

	
6/6/97

	
A true lease of computers and other data transmission devices


	
Ameritech Credit Corporation

	
2805885

	
7/1/97

	
A true lease of computers and other data transmission devices


	
Ameritech Credit Corporation

	
2813896

	
7/25/97

	
A true lease of computers and other data transmission devices


	
BankBoston, N.A., as Agent

	
2815854

	
7/30/97

	
All equipment covered under a specific Master Lease Agreement


	
First Security Bank, National Association

	
2839661

	
10/14/97

	
A true lease of computers and other data transmission devices


	
Ameritech Credit Corporation

	
2839662

	
10/14/97

	
A true lease of computers and other data transmission devices


	
Ameritech Credit Corporation

	
2839664

	
10/14/97

	
A true lease of computers and other data transmission devices


	
Ameritech Credit Corporation

	
2844941

	
10/29/97

	
A true lease of computers and other data transmission devices


	
CoreStates Bank, N.A., as Agent

	
2850008

	
11/13/97

	
All equipment covered under a specific Master Lease Agreement


	
Ameritech Credit Corporation

	
2854390

	
11/26/97

	
A true lease of computers and other data transmission devices


	
CoreStates Bank, N.A., as Agent

	
2879951

	
2/13/98

	
All equipment covered under a specific Master Lease Agreement















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT







ANNEX A (Continued)











	
CoreStates Bank, N.A., as Agent

	
2879952

	
2/13/98

	
All equipment covered under a specific Master Lease Agreement


	
Ameritech Credit Corporation

	
2890603

	
3/16/98

	
A true lease of computers and other data transmission devices


	
Ameritech Credit Corporation

	
2890604

	
3/16/98

	
A true lease of computers and other data transmission devices


	
Amdahl Corporation

	
2910900

	
4/30/98

	
A lease of specific computer equipment


	
CoreStates Bank, N.A., as Agent

	
2917909

	
5/26/98

	
All equipment covered under a specific Master Lease Agreement


	
CoreStates Bank, N.A., as Agent

	
2917910

	
5/26/98

	
All equipment covered under a specific Master Lease Agreement


	
Sanwa Business Credit Corporation

	
2925172

	
6/11/98

	
Specific pieces of equipment


	
First Union National Bank, as Agent

	
2949075

	
8/20/98

	
All equipment covered under a specific Master Lease Agreement


	
First Union National Bank, as Agent

	
2949076

	
8/20/98

	
All equipment covered under a specific Master Lease Agreement


	
First Union National Bank, as Agent

	
2971032

	
10/27/98

	
All equipment covered under a specific Master Lease Agreement


	
First Union National Bank, as Agent

	
2972988

	
11/03/98

	
All equipment covered under a specific Master Lease Agreement















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT







ANNEX A (Continued)








	
First Union National Bank, as Agent

	
2977314

	
11/19/98

	
All equipment covered under a specific Master Lease Agreement


	
First Union National Bank, as Agent

	
2990811

	
1/5/99

	
All equipment covered under a specific Master Lease Agreement


	
Leasing Solutions, Inc.

	
3005560

	
2/22/99

	
All equipment covered under a specific Master Lease Agreement


	
Leasing Solutions, Inc.

	
3005562

	
2/22/99

	
All equipment covered under a specific Master Lease Agreement


	
Leasing Solutions, Inc.

	
3005564

	
2/22/99

	
All equipment covered under a specific Master Lease Agreement


	
Leasing Solutions, Inc.

	
3005566

	
2/22/99

	
All equipment covered under a specific Master Lease Agreement


	
Leasing Solutions, Inc.

	
3013343

	
3/17/99

	
All equipment covered under a specific Master Lease Agreement


	
Ameritech Credit Corporation

	
3030853

	
4/30/99

	
A true lease of computers and other data transmission devices


	
Jurisdiction Searched: St. Louis City, MO


	
Forsythe/McArthur Associates

	
3023

	
7/18/91

	
Computer, data processing, telecommunications and other equipment pursuant to a Master Equipment Lease Agreement between the Debtor and Secured Party















  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT







ANNEX A (Continued)








	
Ameritech Credit Corporation

	
06720

	
10/18/99

	
A lease of (5) Canon Color Copiers and  all computers and other data transmission devices pursuant to a certain true lease agreement


	
DEBTOR NAME: BROWN GROUP RETAIL, INC.


	
Jurisdiction Searched: Alabama Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
1998-41238

	
9/28/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
1999-22262

	
5/24/99

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Arizona Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
1035398

	
9/28/98

	
A true lease of specific equipment.


	
Jurisdiction Searched: California Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
9827560075

	
9/29/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
9832161006

	
11/12/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
9914660348

	
5/24/99

	
A true lease of specific equipment.


	
Jurisdiction Searched: Colorado Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
19982061237

	
9/28/98

	
A true lease of specific equipment.











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT







ANNEX A (Continued)


 





	
Fleet Capital Corporation (for itself and/or as Agent)

	
19982070099

	
11/13/98

	
A true lease of specific equipment.


	
Jurisdiction Searched: Connecticut Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
0001876558

	
9/15/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
0001879579

	
9/29/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
0001888811

	
11/12/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Delaware Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
19980043677

	
9/28/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
980000253452

	
11/12/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
990000126668

	
6/4/99

	
A true lease of specific equipment.


	
Jurisdiction Searched: Georgia Central Indexing


	
Fleet Capital Corporation (for itself and/or as Agent)

	
033-1998-014688 (Cobb County)

	
9/30/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
075-1998-001996 (Henry County)

	
9/30/98

	
A true lease of specific equipment.











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT





ANNEX A (Continued)





	
Fleet Capital Corporation (for itself and/or as Agent)

	
067-1998-012768 (Gwinnett County)

	
10/1/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
064-1998-001846 (Gordon County)

	
10/1/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
060-1998-020343 (Fulton County)

	
10/1/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
044-1998-009748 (Dekalb County)

	
10/1/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
011-1998-005300 (Bibb County)

	
10/1/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
042-1998-000761 (Dawson County)

	
10/2/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
078-1998-001511 (Jackson County)

	
11/12/98

	
A true lease of specific equipment.


	
Jurisdiction Searched: Idaho Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
B812308

	
9/28/98

	
A true lease of specific equipment.


	
Jurisdiction Searched: Illinois Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
3910196

	
9/17/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
3918226

	
10/1/98

	
A true lease of specific equipment.


	
Jurisdiction Searched: Indiana Secretary of State











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT





ANNEX A (Continued)





	
Fleet Capital Corporation (for itself and/or as Agent)

	
2213199

	
9/16/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
2215209

	
9/28/98

	
A true lease of specific equipment.


	
Jurisdiction Searched: Kansas Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
002491138

	
9/18/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
002493451

	
9/28/98

	
A true lease of specific equipment.


	
Jurisdiction Searched: Kentucky Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
156263

	
9/15/98

	
A true lease of specific equipment.


	
Jurisdiction Searched: Louisiana Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
26-227310 (Jefferson Parish)

	
10/5/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
36-133668 (Orleans Parish)

	
11/12/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
55-1033459 (Terrebonne Parish)

	
11/13/98

	
A true lease of specific equipment.


	
Jurisdiction Searched: Maine Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
19980001293083

	
11/12/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Maryland Secretary of State











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT





ANNEX A (Continued)





	
L’Eggs Products, a division of Sara Lee Corporation

	
00000001128273083365-0037

	
10/8/91

	
Consigned inventory, goods, merchandise and other personal property


	
Fleet Capital Corporation (for itself and/or as Agent)

	
00391000000282910025-1460

	
9/28/98

	
A true lease of specific equipment.


	
Jurisdiction Searched: Massachusetts Secretary of the Commonwealth


	
Fleet Capital Corporation (for itself and/or as Agent)

	
590270

	
11/12/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
580097

	
9/28/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Worchester County, MA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
120306

	
12/11/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Norfolk County, MA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
710

	
11/12/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
4474 (Town of Wrentham)

	
9/28/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT





ANNEX A (Continued)





	
Jurisdiction Searched: Plymouth County, MA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
1359 (Town of Hanover)

	
11/12/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Hampden County, MA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
37904

	
11/12/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Michigan Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
D426346

	
9/30/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
D521852

	
5/24/99

	
A true lease of specific equipment.


	
Jurisdiction Searched: Minnesota Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
2073103

	
10/2/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
2132215

	
5/18/99

	
A true lease of specific equipment.


	
Jurisdiction Searched: Mississippi Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
1269610

	
11/12/98

	
A true lease of specific equipment.


	
Jurisdiction Searched: Harrison County, MS











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT





ANNEX A (Continued)





	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-08943

	
11/16/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Missouri Secretary of State


	
General Electric Capital Corporation

	
2401714

	
5/4/94

	
A sale/leaseback transaction of 1 Rolm 9751, Model 40, 9005 Phone System


	
SunTrust Bank, Atlanta Commercial Leasing

	
2685020

	
7/9/96

	
A lease of specific equipment


	
Ameritech Credit Corporation

	
2828020

	
9/8/97

	
A lease of all telecommunications and data equipment provided by that certain lease between the Secured Party and Debtor


	
Fleet Capital Corporation (for itself and/or as Agent)

	
2956586

	
9/14/98

	
A true lease of specific equipment (listing not attached), generally described as New General Sale Registers and ancillary equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
2971149

	
10/2/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
2975773

	
11/13/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
3000249

	
2/3/99

	
A true lease of specific equipment, generally described as various Dell computer equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
3006411

	
2/25/99

	
A true lease of specific equipment, generally described as various Cisco routers











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT





ANNEX A (Continued)





	
Fleet Capital Corporation (for itself and/or as Agent)

	
3037651

	
5/24/99

	
A true lease of specific equipment, generally described as Sale Registers and ancillary equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
3032791

	
5/10/99

	
A true lease of specific equipment, generally described as various IBM radio frequency scanners


	
Fleet Capital Corporation (for itself and/or as Agent)

	
3047766

	
6/21/99

	
A true lease of specific equipment, generally described as telephone systems


	
Fleet Capital Corporation (for itself and/or as Agent)

	
4000367

	
1/5/2000

	
A true lease of specific equipment, generally described as fifty Cisco series routers


	
Fleet Capital Corporation (for itself and/or as Agent)

	
4000368

	
1/5/2000

	
A true lease of 781 symbol ruggedized palm terminals


	
Jurisdiction Searched: Clay County, MO


	
Fleet Capital Corporation (for itself and/or as Agent)

	
H168360

	
9/18/98

	
A true lease of specific equipment, generally described as Sale Registers and ancillary equipment


	
Jurisdiction Searched: Taney County, MO


	
Fleet Capital Corporation (for itself and/or as Agent)

	
00704

	
9/18/98

	
A true lease of specific equipment (listing not attached), generally described as New General Point of Sale Registers and ancillary equipment


	
Jurisdiction Searched: Camden County, MO











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT





ANNEX A (Continued)





	
Fleet Capital Corporation (for itself and/or as Agent)

	
982307

	
9/17/98

	
A true lease of specific equipment (listing not attached), generally described as New General Point of Sale Registers and ancillary equipment


	
Jurisdiction Searched: St. Louis County, MO


	
Ameritech Credit Corporation

	
11057

	
9/15/97

	
A lease of all telecommunications and data equipment provided by that certain lease between the Secured Party and Debtor


	
Fleet Capital Corporation (for itself and/or as Agent)

	
11316

	
9/18/98

	
A true lease of specific equipment (listing not attached), generally described as New General Point of Sale Registers and ancillary equipment


	
Jurisdiction Searched: St. Charles County, MO


	
Fleet Capital Corporation (for itself and/or as Agent)

	
03626

	
9/16/98

	
A true lease of specific equipment (listing not attached), generally described as New General Point of Sale Registers and ancillary equipment


	
Jurisdiction Searched: Nebraska Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
783718

	
9/30/98

	
A true lease of specific equipment


	
Jurisdiction Searched: Nevada Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
9815554

	
9/30/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT





ANNEX A (Continued)





	
Jurisdiction Searched: New Hampshire Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
524557

	
11/12/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Rockingham County, NH


	
Fleet Capital Corporation (for itself and/or as Agent)

	
Book 3340, Page 2545

	
11/12/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: New Jersey Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
1865155

	
10/8/98

	
This filing was disclosed on Agent’s UCC searches  but a copy of the actual filing was not available. A subsequent online search did not show this filing. Loan Parties’ assume that this filing if effective, reflects a true lease of specified equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
1871000

	
11/16/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT





ANNEX A (Continued)





	
Jurisdiction Searched: New York Department of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
197458

	
9/15/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
207608

	
9/29/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
240410

	
11/12/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Niagara County, NY


	
Fleet Capital Corporation (for itself and/or as Agent)

	
284823

	
9/30/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Westchester County, NY











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT





ANNEX A (Continued)





	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-08094

	
9/16/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Erie County, NY


	
Fleet Capital Corporation (for itself and/or as Agent)

	
Q56-3655

	
11/17/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Ontario County, NY


	
Fleet Capital Corporation (for itself and /or as Agent)

	
98-4025

	
11/13/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Suffolk County, NY


	
Fleet Capital Corporation (for itself and/or as Agent)

	
9816676

	
9/16/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Nassau County, NY











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT





ANNEX A (Continued)





	
Fleet Capital Corporation (for itself and/or as Agent)

	
98016783

	
9/24/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Rockland County, NY


	
Fleet Capital Corporation (for itself and/or as Agent)

	
1998-00047431

	
9/30/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Almance County, NC


	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-2077

	
10/2/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Wake County, NC


	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-7937

	
10/1/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Guilford County, NC











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT





ANNEX A (Continued)





	
Fleet Capital Corporation (for itself and/or as Agent)

	
479274

	
10/1/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Ohio Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
AP0085216

	
9/16/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Franklin County, OH


	
Fleet Capital Corporation (for itself and/or as Agent)

	
199809160235362

	
9/16/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Fayette County, OH


	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-1684

	
9/16/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Cuyahoga County, OH











  





  











  
























































































































BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT


 


ANNEX A (Continued)




 




	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-1431593

	
9/17/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Lake County, OH


	
Fleet Capital Corporation (for itself and/or as Agent)

	
98204275

	
9/16/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Summit County, OH


	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-21022186

	
9/16/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Richland County, OH


	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-10912

	
9/16/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Stark County, OH


	
Fleet Capital Corporation (for itself and/or as Agent)

	
70354

	
9/16/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Greene County, OH











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT


 


ANNEX A (Continued)






	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-2450

	
9/18/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Delaware County, OH


	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-62146

	
9/16/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Oklahoma County Clerk, OK


	
Fleet Capital Corporation (for itself and/or as Agent)

	
N0008093

	
10/6/98

	
A true lease of specific equipment.


	
Jurisdiction Searched: Oregon Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
441258

	
10/1/98

	
A true lease of specific equipment.


	
Jurisdiction Searched: Pennsylvania Secretary of the Commonwealth


	
Fleet Capital Corporation

	
20030365599

	
4/13/03

	
A true lease of specific equipment, generally described as point of sale computers, retail equipment, wireless radio communications equipment and other miscellaneous equipment.


	
IBM Credit LLC

	
20031126679

	
11/10/2003

	
A true lease of specific equipment


	
IBM Credit LLC

	
20031204579

	
12/11/2003

	
A true lease of specific equipment


	
IBM Credit LLC

	
20040518567

	
5/14/2004

	
A true lease of specific equipment


	
IBM Credit LLC

	
20040650818

	
6/24/2004

	
A true lease of specific equipment











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT


 


ANNEX A (Continued)






	
IBM Credit LLC

	
200400904655

	
8/30/2004

	
A true lease of specific equipment


	
IBM Credit LLC

	
2005080100834

	
8/01/2005

	
A true lease of specific equipment


	
IBM Credit LLC

	
2005090801820

	
9/08/2005

	
A true lease of specific equipment


	
IBM Credit LLC

	
20050902202264

	
9/22/2005

	
A true lease of specific equipment


	
IBM Credit LLC

	
2005112201039

	
11/22/2005

	
A true lease of specific equipment


	
IBM Credit LLC

	
2006020101800

	
2/01/2006

	
A true lease of specific equipment


	
IBM Credit LLC

	
2007061304077

	
6/13/2007

	
A true lease of specific equipment


	
IBM Credit LLC

	
2008040107583

	
4/01/2008

	
A true lease of specific equipment


	
IBM Credit LLC

	
2008061907786

	
6/19/2008

	
A true lease of specific equipment


	
PNC Leasing, LLC

	
2004121506250

	
12/01/2004

	
A lease of specific equipment


	
Wells Fargo Equipment Finance Debtor name includes d/b/a Famous Footwear

	
34181063

	
7/30/2001

	
A lease of specific computer equipment


	
Wells Fargo Equipment Finance Debtor name includes d/b/a Famous Footwear

	
34401460

	
9/23/2001

	
A lease of specific computer equipment


	
Jurisdiction Searched: Prothonotary of Allegheny County, PA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-8374

	
11/13/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT


 


ANNEX A (Continued)






	
Jurisdiction Searched: Prothonotary of Chester County, PA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
ST982943

	
10/1/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Prothonotary of Delaware County, PA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-202799

	
9/30/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Prothonotary of Westmoreland County, PA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
2055 of 1998

	
11/12/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Prothonotary of Montgomery County, PA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
277498

	
9/30/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Prothonotary of Bucks County, PA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-64209

	
10/8/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Prothonotary of Leigh County, PA











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT


 


ANNEX A (Continued)





	
Fleet Capital Corporation (for itself and/or as Agent)

	
98UC-1555

	
10/1/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment

	  
	
Jurisdiction Searched: Prothonotary of Lancaster County, PA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-10734

	
9/30/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: South Carolina Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
131546A

	
10/1/98

	
A true lease of specific equipment.


	
Fleet Capital Corporation (for itself and/or as Agent)

	
114811A

	
11/13/98

	
Fleet Capital Corporation (for itself and/or as Agent)


	
Jurisdiction Searched: Tennessee Secretary of State

	  
	
Fleet Capital Corporation (for itself and/or as Agent)

	
983608381

	
10/1/98

	
A true lease of specific equipment.

	  
	
Fleet Capital Corporation (for itself and/or as Agent)

	
993008923

	
2/26/99

	
A true lease of specific equipment, generally described as various Dell computer equipment.

	  
	
Fleet Capital Corporation (for itself and/or as Agent)

	
993033702

	
6/21/99

	
A true lease of specific equipment, generally described as telephone systems.

	  
	
Jurisdiction Searched: Texas Secretary of State

	  









  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT


 


ANNEX A (Continued)





	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-00197544

	
10/1/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-00228404

	
11/16/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Virginia State Corporate Commission


	
Fleet Capital Corporation (for itself and/or as Agent)

	
9810017139

	
10/1/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
9811167201

	
11/16/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
9905247159

	
5/24/99

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Fairfax County, VA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-009650

	
10/5/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-009651

	
10/5/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT


 


ANNEX A (Continued)





	
Jurisdiction Searched: James City County, VA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
20816

	
10/8/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Spotsylvania County, VA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
98-0001225

	
11/5/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Chesapeake Independent City, VA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
61578

	
10/5/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Hampton Independent City, VA


	
Fleet Capital Corporation (for itself and/or as Agent)

	
84759

	
10/5/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Washington Secretary of State


	
Fleet Capital Corporation (for itself and/or as Agent)

	
982740259

	
10/1/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: West Virginia Secretary of State











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT


 


ANNEX A (Continued)





	
Fleet Capital Corporation (for itself and/or as Agent)

	
506269

	
11/13/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Jurisdiction Searched: Wisconsin Secretary of State


	
First Federal Financial Service Inc.

	
1366026

	
7/9/93

	
A lease of specific computer equipment


	
EVCC

	
1366027

	
7/9/93

	
A lease of specific computer equipment


	
General Electric Capital Corporation Debtor name includes d/b/a Famous Footwear

	
1427121

	
5/4/94

	
A lease of 1 Rolm Model 9005 Phone System


	
Caterpillar Financial Services Corporation Debtor name includes d/b/a Famous Fixtures

	
1683521

	
6/30/97

	
4 Caterpillar Lift Trucks and proceeds thereof


	
Ameritech Credit Corporation

	
1701916

	
9/19/97

	
A lease of all telecommunications and data equipment pursuant to a certain lease agreement


	
Sun Data, Inc. Debtor name includes d/b/a Famous Footwear

	
1731232

	
1/26/98

	
A lease of specific computer equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
1793769

	
10/2/98

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
1827313

	
2/25/99

	
A true lease of specific equipment, generally described as various Cisco Routers


	
Sun Data, Inc. Debtor name includes d/b/a Famous Footwear

	
1838157

	
4/12/99

	
A lease of specific computer equipment











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT


 


ANNEX A (Continued)







	
Sun Data, Inc. Debtor name includes d/b/a Famous Footwear

	
1845243

	
5/7/99

	
A lease of specific computer equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
1849480

	
5/24/99

	
A true lease of specific equipment, generally described as New General Point of Sale Registers and Ancillary Equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
01856502

	
6/21/99

	
A true lease of specific equipment, generally described as Telephone Systems


	
CD Leasing, Inc.

	
01880760

	
9/13/99

	
A true lease of specific equipment


	
Fleet Capital Corporation (for itself and/or as Agent)

	
01917228

	
1/13/2000

	
A true lease of specific equipment, generally described as 781 Symbol Ruggedized Palm Terminals


	
Fleet Capital Corporation (for itself and/or as Agent)

	
01917231

	
1/13/2000

	
A true lease of specific equipment, generally described as Fifty Cisco 1600 Series Routers


	
Solarcom LLC

	
01989405

	
9/6/2000

	
A true lease of specific computer equipment


	
C D Leasing, LLC

	
02030984

	
1/30/2001

	
A true lease of specific computer equipment


	
DEBTOR NAME: BENNETT FOOTWEAR GROUP LLC


	
Jurisdiction Searched: Massachusetts Secretary of State


	
Fidelity Leasing Inc.

	
2001021627560

	
5/10/01

	
Specific Equipment


	
Jurisdiction Searched: Town Clerk of Newton, MA











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.2 TO AMENDED AND RESTATED CREDIT AGREEMENT


 


ANNEX A (Continued)




	
Fidelity Leasing Inc.

	
324-2001

	
5/21/2001

	
[Awaiting copy of filing]


	
Jurisdiction Searched:  New Hampshire Secretary of State


	
Crown Credit Company

	
580067

	
5/9/01

	
Specific Equipment


	
Citicorp Vendor Finance, Inc.

	
580068

	
5/9/01

	
Specific Equipment


	
Jurisdiction Searched: Town Clerk of Dover, NH


	
Crown Credit Company

	
173

	
5/10/01

	
Specific Equipment











  





  











  






BROWN SHOE COMPANY, INC.


ANNEX B TO SCHEDULE 6.2







LIENS IN FAVOR OF LESSORS UNDER LEASES


WITH BROWN SHOE COMPANY OF CANADA LTD (Continued)





	
Store Number

	
Address

	
Store Unit

	
Secured Party

	
Registration Number

	
Hypothec

	
Comments


	
4582

	
552 Boulevard Wilfrid-Hamel, QC

	  	
Place Fleur De Lys (S.E.N.C.)

	
99-0023556-0001

	
All present and future furniture, equipment, inventory and other assets located at address: $40,000

	
Cession of rank signed on February 4, 2002 and published under number 02-0139528-0002


	
2565

	
4118 Jean-Talon Est, Saint-Léonard, QC

	  	
Centre d'Achats du Boulevard (Montréal)


Société en Commandite

	
06-0241366-0021

	
Universality of present and future furniture, equipment, inventory, merchandise and other moveable asset located at address: $29,907

	  
	
2556

	
2305, Chemin Rockland, Montréal, QC

	  	
Centre Commercial Rockland Inc.


Rockland Shopping Centre Inc.

	
05-0345844-0002

	
Universality of present and future moveable goods including, without limitation, all equipment and inventory located at address: $100,000

	  
	
2594

	
298, Boul. Armand Thériault, Rivière-des-loups (Quebec)

	  	
9130-1168 Québec Inc.

	
05-0087482-0015

	
Universality of present and future moveable goods, including, without limitation, equipment and inventory located at address: $50,000

	  









  





  











  






BROWN SHOE COMPANY, INC.


ANNEX B TO SCHEDULE 6.2







LIENS IN FAVOR OF LESSORS UNDER LEASES


WITH BROWN SHOE COMPANY OF CANADA LTD (Continued)





	 Store Number	
Address

	
Store Unit

	 Secured Party	
Registration Number

	 Hypothec	
Comments


	
1510

	
1, Place Ville Marie, Montréal, QC

	  	
SITQPVM I Inc., SITQPVM II Inc., SITQPVM III Inc.

	
03-0614796-0001

	
All improvements, moveable goods, equipment and all machinery, including insurance located at address: $132,500

	
Cession of rank signed on July 5, 2004 and published under number 04-0580065-0005


	
1509

	
2151 Boul. Lapinière, Brossard (Québec)

	  	
Ivanhoé Champlain Inc.

	
03-0365697-0017

	
Universality of all present and future moveable, tangible and intangible goods located at address, including without limitation equipment and inventory: $100,000

	
Cession of rank signed on August 11, 2004 and published under number 04-0580065-0004


Cession of rank will expire on July 16, 2013 or any renewal thereof.


	
2579

	
320 Boul. St-Joseph, Hull, Québec

	  	
Les Galeries de Hull Limited

	
03-0216191-0014

	
Universality of furniture, equipment, stocks and other future or present goods located at address: $43,142

	
Cession of rank signed on August11, 2004 and published under number 04-0580065-0009


Cession of rank will expire on March 30, 2012 or any renewal thereof











  





  











  






BROWN SHOE COMPANY, INC.


ANNEX B TO SCHEDULE 6.2







LIENS IN FAVOR OF LESSORS UNDER LEASES


WITH BROWN SHOE COMPANY OF CANADA LTD (Continued)





	 Store Number	  Address	  Store Unit	 Secured Party	 Registration Number	  Hypothec	  Comments
	
2559

	
2151, Lapinière Blvd., Brossard (QC)

	  	
Ivanhoé Champlain Inc.

	
03-0050587-0006

	
All present and future furniture, equipment, inventory and other assets located at address: $50,000

	
Cession of rank signed on August11, 2004 and published under number 04-0580065-0008


Cession of rank will expire on December 30, 2012 or any renewal thereof


	
2500

	
677, rue Ste-Catherine Ouest, Montréal (QC) au Complexe Les Ailes

	  	
Invanhoé Champlain Inc.

	
02-0541087-0010

	
Universality of all moveable goods, tangible and intangible, located at address: $100,000

	
Cession of rank signed on August11, 2004 and published under number 04-0580065-0001


Cession of rank will expire on November 29, 2012 or any renewal thereof











  





  











  






BROWN SHOE COMPANY, INC.


ANNEX B TO SCHEDULE 6.2







LIENS IN FAVOR OF LESSORS UNDER LEASES


WITH BROWN SHOE COMPANY OF CANADA LTD (Continued)




	 Store Number	  Address	  Store Unit	 Secured Party	 Registration Number	  Hypothec	  Comments




	
2575

	
4225 boul. Des Forges, Trois-Rivières, Qc


(as rectified pursuant to registration 03-0608277-0001)

	
A12

	
Les Rivières Shopping Centre Limited

	
00-0058217-0001

	
All present and future furniture, equipment, inventory and other assets located at address. Includes all moveables even after removal from the premises: $71,190

	
Cession of rank signed on January 9, 2002 and published under number 02-0047646-0003


	
1525

	
4225 boul. Des Forges, Trois-Rivières, Qc


 


(as rectified pursuant to registration 03-0608277-0001)

	
D8

	
Les Rivières Shopping Centre Limited

	
00-0039180-0001

	
All present and future furniture and equipment, inventory and other assets located from time to time at address: $90,000

	
Cession of rank signed on January 9, 2002 and published under number 02-0047646-0003


 











  





  











  






BROWN SHOE COMPANY, INC.


ANNEX B TO SCHEDULE 6.2







LIENS IN FAVOR OF LESSORS UNDER LEASES


WITH BROWN SHOE COMPANY OF CANADA LTD (Continued)




	 Store Number	  Address	  Store Unit	 Secured Party	 Registration Number	  Hypothec	  Comments




	
2562

	
6000, Boul. Henri-Bourassa Est, Montréal-Nord (Quebec)

	  	
Ivanhoé Inc.


Ivanhoe Inc.

	
00-0014128-0002

	
Universality of all moveables, tangible and intangible, present and future located at address: $50,000

	
Cession of rank signed on January 9, 2002 and published under number 02-0047646-0005


	
2565

	
4118 Jean Talon Est, Montréal (QC)

	  	
Les Entreprise Ludco Ltée

	
00-0004049-0005

	
All of the rights, title and interests of the grantor in and to the universality of all moveable improvements, all present and future furniture, equipment, inventory and other assets located at address: $22,000

	
Cession of rank signed on November 28, 2001 and published under number 02-0033202-0008


 


	
2570

	
Plaza de La Maurice Shopping Centre, 1, Plaza de la Maurice, Shawinigan (QC)

	
13A

	
Fairfay Corporation

	
99-0081084-0001

	
All present and future furniture, equipment, inventory and other assets located at address: $34,160

	
Cession of rank signed on November 23, 2001 and published under number 02-0075703-0004


 











  





  











  




































BROWN SHOE COMPANY, INC.


ANNEX B TO SCHEDULE 6.2







LIENS IN FAVOR OF LESSORS UNDER LEASES


WITH BROWN SHOE COMPANY OF CANADA LTD (Continued)




	 Store Number	  Address	  Store Unit	 Secured Party	 Registration Number	  Hypothec	  Comments






	
2590

	
Centre Commercial Place du Royaume (Phase 3), 1401 Boulevard Talbot, Chicoutimi (QC)

	
B-64 and B-65

	
Centre Commercial Place du Royaume (Chicoutimi) Inc.

	
99-0037285-0001

	
Universality of moveable goods, present and future located at address: $41,475

	
Cession of rank signed on February 1, 2002 and published under number 02-0075703-0001


	
Borealis Retail Real Estate Investment Trust

	
05-0551603-0001

	
All of Assignor's rights, title and interest in, to and under all leases listed or described in Schedule “A” to registration (Place du Royaume) Chicoutimi

	  
	
1520

	
2450, Boul. Laurier, Ste-Foy (QC)

	  	
Ivanhoé III Inc.

	
96-0134191-0001

	
Universality of all the moveable goods, tangible or intangible, present and future located at address: $110,000

	
Cession of rank signed on January 9, 2002 and published under number 02-0047646-0002


 


	
2578

	
1100 Maloney Boulevard West, Gatineau (QC)

	  	
David Azriel J.

	
99-0163722-0001

	
Universality of all moveables, improvements, equipment, machinery, furniture, trade fixtures, raw material, work in progress and inventory of every kind, present and future, located at address: $28,500

	
Cession of rank signed on November 29, 2001 and published under number 02-0033202-0001


 











  





  











  






BROWN SHOE COMPANY, INC.


ANNEX B TO SCHEDULE 6.2







LIENS IN FAVOR OF LESSORS UNDER LEASES


WITH BROWN SHOE COMPANY OF CANADA LTD (Continued)




	 Store Number	  Address	  Store Unit	 Secured Party	 Registration Number	  Hypothec	  Comments







	
1520

	
2450 Boul. Laurier, Ste-Foy, Qc

	
161

	
Ivanhoé Inc. / Ivanhoe Inc.

	
99-0025239-0008

	
The universality of all movable property, corporeal and incorporeal, present and future, including equipment and inventory located at address.


$100,000

	
Cession of rank signed on January 9, 2002 and published under number 02-0047646-0002


	
2555

	
977 West Ste-Catherine Street, Montreal, Qc

	  	
L’Immobilière L’Industrielle-Alliance-Vie Inc.

	
01-0051255-0002

	
All present and future furniture, equipment, inventory and other assets located at address.


$44,381

	
Cession of rank signed on January 31, 2002 and published under number 02-0075703-0008


 


	
2585

	
8585 Boul. Lacroix, St-Georges de Beauce, Qc

	  	
SITQ National Inc.

	
02-0565248-0002

	
All present and future furniture, equipment, inventory and other assets located at address.


$28,530

	
Cession of rank signed on August 11, 2004 and published under number 05-0111677-0001


Cession of rank will expire on February 29, 2012 or any renewal thereof












2. All of the leased Canadian retail stores listed on Schedule 3.5(b)






  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







INVESTMENTS












1. Stock held by the Lead Borrower in each subsidiary and Investments in such subsidiary.


 



	
 


 


 


Name

	
 


 


Authorized Shares of  Capital Stock (as of 1/7/09)

	
 


Issued and Outstanding Shares of Capital Stock (as of 1/7/09)

	
 


Percentage of Capital Stock Owned, Directly or Indirectly, by the Lead Borrower (as of 1/7/09)

	
 


Invested Capital*


$000’s (as of 11/30/08)


	
Bennett Footwear Group LLC

	
Not Applicable

	
Not Applicable

	
100%

	
Not Available


	
Brown California, Inc.

	
100

	
100

	
100%

	
-


	
Brown Group Retail, Inc.

	
10,000

	
10,000

	
100%

	
$302,311


	
Brown Missouri, Inc.

	
2,000

	
2,000

	
100%

	
-


	
Brown Retail Development Company, Inc.

	
2,000

	
1,000

	
100%

	
-


	
Brown Shoe International Corp.

	
10,000

	
2,000

	
100%

	
-


	
Brown Shoe Investment Company, Inc.

	
2,000

	
2,000

	
100%

	
$8,961


	
Brown Shoe Services Corporation

	
10,000

	
2,000

	
100%

	
$(1,521)


	
Brown Texas, Inc.

	
100

	
100

	
100%

	
-


	
Buster Brown & Co.

	
2,000

	
2,000

	
100%

	
$432


	
Edelman Shoe, Inc.

	
1000 Common


425 Series A Preferred


50 Series B Preferred

	
475 Common


425 Series A Preferred


50 Series B Preferred


 

	
50%

	  
	
Maryland Square, Inc.

	
1000

	
1000

	
100%

	
-


	
Maserati Footwear, Inc.

	
1,000

	
1,000

	
100%

	
-


	
Pagoda Trading North America, Inc.

	
2,000

	
2,000

	
100%

	
-











  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







INVESTMENTS (Continued)




	
 


 


Name

	
 


 


Authorized Shares of  Capital Stock (as of 1/7/09)

	
 


Issued and Outstanding Shares of Capital Stock (as of 1/7/09)

	
 


Percentage of Capital Stock Owned, Directly or Indirectly, by the Lead Borrower (as of 1/7/09)

	
 


Invested Capital*


$000’s (as of 11/30/08)








	
Shoes.com, Inc.

	
Common: 4,000,000


Preferred: 3,000,000

	
Common: 114,024


Preferred: 1,224,726 Class A-1

	
100%

	
$20,028


 


	
Sidney Rich Associates, Inc

	
2,000

	
2,000

	
100%

	
$2,814


	
B&H Footwear Company Limited

	
4,284,500

	
4,284,500

	
51%

	
$2,185


	
Brown Cayman Ltd.

	
101,000

	
101,000

	
100%

	
$(80)


	
Brown Group Dublin Limited

	
150,000

	
150,000

	
100%

	
$62,157


	
Brown Shoe Asia Investment Limited

	
1,000

	
1,000

	
100%

	
$1,000


	
Brown Shoe Company of Canada Ltd

	
Class A(5%):31,500


Class B: 89,166


 

	
Class A(5%): 31,500


Class B: 50,441


 

	
100%

	
$47,261


	
Brown Shoe International (Macau) Company Limited

	
MOP 100,000

	
MOP 100,000

	
100%

	
$12,821


	
Brown Shoe International Sales and Licensing Limited

	
1,000

	
1,000

	
100%

	
($399)


	
Brown Shoe International Sales and Licensing S.r.l.

	
100% of total authorized capital

	
100% of total authorized capital

	
100%

	
$4,893


	
Brown Shoe Service Company Limited

	
HK$7,000

	
1,000

	
100%

	
$(25)


	
DongGuan B&H Footwear Company Limited

	
100% of total authorized capital

	
100% of total authorized capital

	
100%

	  








 




*  Invested Capital is defined as total shareholders’ equity plus financing liabilities.



  





  











  






BROWN SHOE COMPANY, INC.


SCHEDULE 6.4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







INVESTMENTS (Continued)




	
 


Name

	
 


 


Authorized Shares of  Capital Stock (as of 1/7/09)

	
 


Issued and Outstanding Shares of Capital Stock (as of 1/7/09)

	
 


Percentage of Capital Stock Owned, Directly or Indirectly, by the Lead Borrower (as of 1/7/09)

	
 


Invested Capital*






	
DongGuan Brown Shoe Company Limited

	
100% of total authorized capital

	
100% of total authorized capital

	
100%

	
$660,000


	
DongGuan Leeway Footwear Company Limited

	
100% of total authorized capital

	
100% of total authorized capital

	
100%

	
$1,715


 


	
Great Prosper Profits Corporation

	
US$50,000

	
$1

	
100%

	  
	
Laysan Company Limited

	
144,000,000

	
143,706,197

	
100%

	  
	
Leeway International Company Limited

	
30,000

	
30,000

	
100%

	
$(1,746)


$10,127


	
Pagoda International Corporation do Brasil, LTDA

	
100% of Total “Quotas” Owned

	
100% of Total “Quotas” Owned

	
100%

	
$247


	
Pagoda International Footwear Limited

	
1,500,000

	
1,492,879

	
100%

	
$276


 


	
Pagoda International Footwear (Macao Commercial Offshore) Ltd.

	
MOP 78,000

	
MOP78,000

	
100%

	  
	
Pagoda Leather Limited

	
15,309,023

	
15,309,023

	
100%

	
-


	
Putian Brown Shoe Company Limited

	
100% of total authorized capital

	
100% of total authorized capital

	
100%

	
$197


	
Whitenox Limited

	
7,300,000

	
7,206,168

	
100%

	  










 


2.           The Lead Borrower holds various shares of stock received in the ordinary course of business (see 6.4(d) of the Credit Agreement) that it believes have no meaningful value and are not included as an asset on its Statement of Financial Position.


 


3.           The Lead Borrower is the holder of 300,000 shares of stock in Regal Corporation, a Japanese entity; the number of shares issued and outstanding, and the percentage owned is not known.


 


*  Invested Capital is defined as total shareholders’ equity plus financing liabilities.





  





  











  














BROWN SHOE COMPANY, INC.


SCHEDULE 6.4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







4.           The Lead Borrower is contingently liable for lease commitments of approximately $1.7 million in the aggregate, which primarily relate to the Cloth World and Meis specialty retailing chains, which were sold in prior years  In order for the Company to incur any liability related to these guarantees and lease commitments, the current owners would have to default.  At this time, the Company does not believe this is reasonably likely to occur.


 


 


 


*  Invested Capital is defined as total shareholders’ equity plus financing liabilities.







  





  











  








BROWN SHOE COMPANY, INC.


SCHEDULE 6.6 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT







RESTRICTIVE AGREEMENTS







The Indenture, dated as of April 22, 2005, among the Lead Borrower, the guarantors party thereto and U.S. Bank National Association, as successor trustee (as supplemented by that certain Supplemental Indenture, dated as of October 24, 2007, between Shoes.com Inc., the Lead Borrower and U.S. Bank National Association, as successor trustee and as further supplemented from time to time), with respect to the 8.75% Senior Notes.


 


 


.