exv4w1






Exhibit
4.1


EXPLANATORY NOTE: “*” INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.




 





SECOND LIEN CREDIT AGREEMENT




by and among




BAKERS FOOTWEAR GROUP, INC.




as Borrower,




and




THE LENDERS THAT ARE SIGNATORIES HERETO




as the Lenders,




and




PRIVATE EQUITY MANAGEMENT GROUP, INC.




as the Arranger and Administrative Agent




Dated as of February 1, 2008




 






 









 








Table of Contents




	 	 	 	 	 
	 	 	Page
	1. DEFINITIONS AND CONSTRUCTION
	 	 	1	 
	1.1 Definitions
	 	 	1	 
	1.2 Accounting Terms
	 	 	2	 
	1.3 Code
	 	 	2	 
	1.4 Construction
	 	 	2	 
	1.5 Schedules and Exhibits
	 	 	2	 
	 
	 	 	 	 
	2. TERM LOAN AND TERMS OF PAYMENT
	 	 	3	 
	2.1 INTENTIONALLY OMITTED
	 	 	3	 
	2.2 Term Loan
	 	 	3	 
	2.3 Borrowing Procedure
	 	 	3	 
	2.4 Payments
	 	 	5	 
	2.5 Payment of Obligations
	 	 	8	 
	2.6 Interest: Rates, Payments, and Calculations
	 	 	8	 
	2.7 INTENTIONALLY OMITTED
	 	 	9	 
	2.8 Crediting Payments
	 	 	9	 
	2.9 Designated Account
	 	 	9	 
	2.10 Maintenance of Loan Account; Statements of Obligations
	 	 	10	 
	2.11 Fees
	 	 	10	 
	2.12 INTENTIONALLY OMITTED
	 	 	10	 
	2.13 INTENTIONALLY OMITTED
	 	 	10	 
	2.14 Registered Notes
	 	 	10	 
	2.15 Issuance of Common Shares
	 	 	10	 
	 
	 	 	 	 
	3. CONDITIONS; TERM OF AGREEMENT
	 	 	10	 
	3.1 Conditions Precedent to the Extension of Credit and Issuance of Common
Shares
	 	 	10	 
	3.2 INTENTIONALLY OMITTED
	 	 	11	 
	3.3 Term
	 	 	11	 
	3.4 Effect of Termination
	 	 	11	 
	3.5 Early Termination by Borrower
	 	 	11	 
	 
	 	 	 	 
	4. BORROWER’S REPRESENTATIONS AND WARRANTIES
	 	 	11	 
	4.1 No Encumbrances
	 	 	11	 
	4.2 INTENTIONALLY OMITTED
	 	 	11	 
	4.3 INTENTIONALLY OMITTED
	 	 	11	 
	4.4 Equipment
	 	 	12	 
	4.5 Location of Inventory and Equipment
	 	 	12	 
	4.6 Inventory Records
	 	 	12	 
	4.7 State of Incorporation; Location of Chief Executive Office;
Organizational Identification Number; Commercial Tort Claims
	 	 	12	 
	4.8 Due Organization and Qualification; Subsidiaries
	 	 	12	 
	4.9 Due Authorization; No Conflict
	 	 	13	 
	4.10 Litigation
	 	 	13	 






1









 






	 	 	 	 	 
	 	 	Page
	4.11 No Material Adverse Change
	 	 	14	 
	4.12 Fraudulent Transfer
	 	 	14	 
	4.13 Employee Benefits
	 	 	14	 
	4.14 Environmental Condition
	 	 	14	 
	4.15 Intellectual Property
	 	 	14	 
	4.16 Leases
	 	 	16	 
	4.17 Deposit Accounts and Securities Accounts
	 	 	16	 
	4.18 Complete Disclosure
	 	 	16	 
	4.19 Indebtedness
	 	 	16	 
	4.20 Regulation U
	 	 	16	 
	 
	 	 	 	 
	5. AFFIRMATIVE COVENANTS
	 	 	20	 
	5.1 Accounting System
	 	 	20	 
	5.2 Collateral Reporting
	 	 	20	 
	5.3 Financial Statements, Reports, Certificates
	 	 	20	 
	5.4 Appraisal
	 	 	20	 
	5.5 Inspection
	 	 	21	 
	5.6 Maintenance of Properties
	 	 	21	 
	5.7 Taxes
	 	 	21	 
	5.8 Insurance
	 	 	21	 
	5.9 Location of Inventory and Equipment
	 	 	21	 
	5.10 Compliance with Laws
	 	 	22	 
	5.11 Leases
	 	 	22	 
	5.12 Existence
	 	 	22	 
	5.13 Environmental
	 	 	22	 
	5.14 Disclosure Updates
	 	 	22	 
	5.15 Control Agreements
	 	 	23	 
	5.16 Assignment of Proceeds
	 	 	23	 
	5.17 Employee Benefits
	 	 	23	 
	5.18 Formation of Subsidiaries
	 	 	23	 
	 
	 	 	 	 
	6. NEGATIVE COVENANTS
	 	 	24	 
	6.1 Indebtedness
	 	 	24	 
	6.2 Liens
	 	 	25	 
	6.3 Restrictions on Fundamental Changes
	 	 	25	 
	6.4 Disposal of Assets
	 	 	25	 
	6.5 Change Name
	 	 	25	 
	6.6 Nature of Business
	 	 	25	 
	6.7 Prepayments and Amendments
	 	 	25	 
	6.8 Change of Control
	 	 	26	 
	6.9 Consignments
	 	 	26	 
	6.10 Distributions
	 	 	26	 
	6.11 Accounting Methods
	 	 	26	 
	6.12 Investments
	 	 	26	 
	6.13 Transactions with Affiliates
	 	 	26	 
	6.14 Use of Proceeds
	 	 	27	 
	6.15 Inventory and Equipment with Bailees
	 	 	27	 






2









 






	 	 	 	 	 
	 	 	Page
	6.16 Financial Covenants
	 	 	27	 
	6.17 No Transactions Prohibited Under ERISA; Unfunded Liability
	 	 	28	 
	 
	 	 	 	 
	7. EVENTS OF DEFAULT
	 	 	29	 
	7.2 If Borrower or any Subsidiary of Borrower
	 	 	29	 
	 
	 	 	 	 
	8. THE LENDER GROUP’S RIGHTS AND REMEDIES
	 	 	31	 
	 
	 	 	 	 
	9. TAXES AND EXPENSES
	 	 	32	 
	 
	 	 	 	 
	10. WAIVERS; INDEMNIFICATION
	 	 	32	 
	10.1 Demand; Protest; etc
	 	 	32	 
	10.2 The Lender Group’s Liability for Collateral
	 	 	32	 
	10.3 Indemnification
	 	 	33	 
	 
	 	 	 	 
	11. NOTICES
	 	 	33	 
	 
	 	 	 	 
	12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER
	 	 	34	 
	 
	 	 	 	 
	13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS
	 	 	35	 
	13.1 Assignments and Participations
	 	 	35	 
	13.2 Successors
	 	 	37	 
	 
	 	 	 	 
	14. AMENDMENTS; WAIVERS
	 	 	38	 
	14.1 Amendments and Waivers
	 	 	38	 
	14.2 Replacement of Holdout Lender
	 	 	39	 
	14.3 No Waivers; Cumulative Remedies
	 	 	39	 
	 
	 	 	 	 
	15. AGENT; THE LENDER GROUP
	 	 	39	 
	15.1 Appointment and Authorization of Agent
	 	 	39	 
	15.2 Delegation of Duties
	 	 	40	 
	15.3 Liability of Agent
	 	 	40	 
	15.4 Reliance by Agent
	 	 	41	 
	15.5 Notice of Default or Event of Default
	 	 	41	 
	15.6 Credit Decision
	 	 	41	 
	15.7 Costs and Expenses; Indemnification
	 	 	42	 
	15.8 Agent in Individual Capacity
	 	 	42	 
	15.9 Successor Agent
	 	 	43	 
	15.10 Lender in Individual Capacity
	 	 	43	 
	15.11 Withholding Taxes
	 	 	44	 
	15.12 Collateral Matters
	 	 	46	 
	15.13 Restrictions on Actions by Lenders; Sharing of Payments
	 	 	47	 
	15.14 Agency for Perfection
	 	 	47	 
	15.15 Payments by Agent to the Lenders
	 	 	47	 
	15.16 Concerning the Collateral and Related Loan Documents
	 	 	47	 
	15.17 Field Audits and Examination Reports; Confidentiality; Disclaimers by
Lenders; Other Reports and Information
	 	 	48	 
	15.18 Several Obligations; No Liability
	 	 	49	 






3









 






	 	 	 	 	 
	 	 	Page
	16. GENERAL PROVISIONS
	 	 	49	 
	16.1 Effectiveness
	 	 	49	 
	16.2 Section Headings
	 	 	49	 
	16.3 Interpretation
	 	 	49	 
	16.4 Severability of Provisions
	 	 	49	 
	16.5 Counterparts; Electronic Execution
	 	 	50	 
	16.6 Revival and Reinstatement of Obligations
	 	 	50	 
	16.7 Confidentiality
	 	 	50	 
	16.8 Integration
	 	 	51	 
	16.9 INTENTIONALLY OMITTED
	 	 	51	 
	16.10 Compliance With USA Patriot Act
	 	 	51	 
	16.11 Subordination Agreements
	 	 	51	 
	16.12 Public Announcements
	 	 	51	 







4









 








EXHIBITS AND SCHEDULES




	 	 	 
	Exhibit A-1

	 	Form of Assignment and Acceptance
	Exhibit B-1

	 	Form of Subordinated Term Note
	Exhibit C-1

	 	Form of Compliance Certificate
	Schedule A-1

	 	Agent’s Account
	Schedule B-1

	 	Commitments
	Schedule C-1

	 	Designated Account
	Schedule D-1

	 	Registration Rights Agreement
	Schedule E-1

	 	Allocation of Common Shares
	Schedule P-1

	 	Permitted Liens
	Schedule 1.1

	 	Definitions
	Schedule 3.1

	 	Conditions Precedent
	Schedule 4.5

	 	Locations of Inventory and Equipment
	Schedule 4.7(a)

	 	States of Organization
	Schedule 4.7(b)

	 	Chief Executive Offices
	Schedule 4.7(c)

	 	Organizational Identification Numbers
	Schedule 4.7(d)

	 	Commercial Tort Claims
	Schedule 4.8(b)

	 	Capitalization of Borrower
	Schedule 4.8(c)

	 	Capitalization of Borrower’s Subsidiaries
	Schedule 4.9(b)

	 	No Conflicts
	Schedule 4.9(c)

	 	Consents and Filings
	Schedule 4.10

	 	Litigation
	Schedule 4.14

	 	Environmental Matters
	Schedule 4.15

	 	Scheduled Intellectual Property Collateral
	Schedule 4.17

	 	Deposit Accounts and Securities Accounts
	Schedule 4.19

	 	Permitted Indebtedness
	Schedule 5.2

	 	Collateral Reporting
	Schedule 5.3

	 	Financial Statements, Reports, Certificates
	Schedule 5.8

	 	Certificate of Insurance
	Schedule 6.4

	 	Disposal of Assets
	Schedule 6.13

	 	Transactions with Affiliates







v









 








SECOND LIEN CREDIT AGREEMENT




     THIS SECOND LIEN CREDIT AGREEMENT (this “Agreement”), is entered into as of February
1, 2008, by and among the lenders identified on the signature pages hereof (such lenders, together
with their respective successors and permitted assigns, are referred to hereinafter each
individually as a “Lender” and collectively as the “Lenders”), PRIVATE EQUITY
MANAGEMENT GROUP, INC., a Nevada corporation, as the arranger and administrative agent for the
Lenders (in such capacity, together with its successors and assigns in such capacity,
“Agent”), and BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (“Borrower”).



INTRODUCTION




     All defined terms not otherwise defined above or in this Introduction are as defined in
Schedule 1.1 or as defined elsewhere herein.



     Borrower has requested that the Lenders agree to make Borrower a secured term loan of
$7,500,000 the proceeds of which will be used for (i) the partial pay down of the Indebtedness
outstanding under the Senior Loan Agreement, (ii) working capital for business operations, and
(iii) fees and expenses related to the transactions contemplated by the Loan Documents.



     To provide assurance and security for the repayment of the loans and other Obligations of
Borrower hereunder, Borrower will provide or will cause to be provided to Agent (for the benefit of
the Lender Group) a security interest in all of its personal property assets pursuant to the
Security Agreement (as defined herein).



     As additional inducement to the Lenders, the Borrower has agreed that, on the Funding Date,
the Borrower will issue to Agent or its Affiliates shares of the Borrower’s Common Stock as is set
forth next to such Person’s name on Schedule E-1 hereto, which shares shall in the
aggregate total 350,000 shares of the Common Stock of the Borrower. On the Funding Date, the
parties will enter into the Registration Rights Agreement, pursuant to which, among other things
the Borrower will agree to provide certain registration rights under the Securities Act. The
Agent, each Lender and Borrower are executing and delivering this Agreement and the Loan Documents
in reliance upon the exemption from securities registration afforded by the provisions of
Regulation D as promulgated by the SEC under the Securities Act.



     Subject to the terms and conditions set forth herein, Agent is willing to act as agent for the
Lenders and each Lender is willing to make loans to Borrower in an aggregate amount not in excess
of its Commitment hereunder.



     Accordingly, the parties hereto hereby agree as follows:




	1.	 	DEFINITIONS AND CONSTRUCTION.





     1.1 Definitions. Except as otherwise provided herein, capitalized terms used in this
Agreement shall have the meanings specified therefor on Schedule 1.1.



1









 





     1.2 Accounting Terms. All accounting terms not specifically defined herein shall be
construed in accordance with GAAP. When used herein, the term “financial statements” shall include
the notes and schedules thereto. Whenever the term “Borrower” is used in respect of a financial
covenant or a related definition, it shall be understood to mean Borrower and its Subsidiaries on a
consolidated basis unless the context clearly requires otherwise. If at any time any change in
GAAP would affect the computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Agent shall so request, the Agent and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the
Borrower shall provide to the Agent financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations
of such ratio or requirement made before and after giving effect to such change in GAAP.



     1.3 Code. Any terms used in this Agreement that are defined in the Code shall be
construed and defined as set forth in the Code unless otherwise defined herein, provided, however,
that to the extent that the Code is used to define any term herein and such term is defined
differently in different Divisions of the Code, the definition of such term contained in Article 9
shall govern.



     1.4 Construction. Unless the context of this Agreement or any other Loan Document
clearly requires otherwise, references to the plural include the singular, references to the
singular include the plural, the terms “includes” and “including” are not limiting, the term “or”
has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or,”
and any provision that is set forth herein as part of a list or series is to be construed in a
manner that does not result in duplication of any other provision in such list or series. The
words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other
Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole
and not to any particular provision of this Agreement or such other Loan Document, as the case may
be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement
unless otherwise specified. Any reference in this Agreement or in the other Loan Documents to any
agreement, instrument, or document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and
thereof, as applicable (subject to any restrictions on such alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set
forth herein). Any reference herein to the satisfaction or repayment in full of the Obligations
shall mean the repayment in full in cash (or cash collateralization in accordance with the terms
hereof) of all Obligations other than contingent indemnification Obligations. Any reference herein
to any Person shall be construed to include such Person’s successors and assigns. Any requirement
of a writing contained herein or in the other Loan Documents shall be satisfied by the transmission
of a Record and any record transmitted shall constitute a representation and warranty as to the
accuracy and completeness of the information contained therein, subject to qualifications of
materiality set forth in the Loan Documents.



     1.5 Schedules and Exhibits. All of the schedules and exhibits attached to this
Agreement shall be deemed incorporated herein by reference.



2









 






	2.	 	TERM LOAN AND TERMS OF PAYMENT.





     2.1 INTENTIONALLY OMITTED.



     2.2 Term Loan.



          (a) Subject to the terms and conditions of this Agreement, on the Closing Date, each Lender
agrees (severally, not jointly or jointly and severally) to make a term loan (collectively, the
“Term Loan”) to Borrower in an amount equal to such Lender’s Pro Rata Share of the
Commitment.




          (b) All amounts outstanding under the Term Loan shall constitute Obligations. No portion of
the Term Loan which is repaid or prepaid may be reborrowed. The Term Loan shall be repaid in
installments as set forth in the tables set forth in subsections (c) and (d) below; provided,
however, that the outstanding unpaid principal balance and all accrued and unpaid interest under
the Term Loan shall be due and payable on the date of termination of this Agreement, whether by its
terms, by prepayment, or by acceleration.




          (c) Subject to subsection (b) above and subsection (d) below, the principal of the Term Loan
shall be repaid in installments as follows:




               (i) commencing on March 1, 2008, and continuing on the first day of each of the 34 consecutive
months thereafter, equal installments of $208,333.33; and



               (ii) on the Maturity Date, a final installment in an amount equal to the then unpaid principal
balance of the Term Loan.



          (d) If Borrower prepays any portion of the Term Loan prior to the Maturity Date, such
prepayment shall be made in the inverse order of maturity, and the payment schedule for the
remaining balance shall be recalculated so as to result in equal payments which fully amortize the
remaining principal balance over the remaining term of the Term Loan.




     2.3 Borrowing Procedure.



          (a) Generally.




               (i) The Borrowing of the Term Loan shall be made by an irrevocable written request by an
Authorized Person delivered to Agent and the Lenders. Such notice must be received by Agent and
the Lenders no later than 10:00 a.m. (California time) on the Closing Date, specifying the
requested Funding Date, which shall be a Business Day.



               (ii) [INTENTIONALLY OMITTED]



               (iii) Borrower shall borrow pursuant to Section 2.2(a) an amount equal to the Term
Loan in a single drawing.



               (iv) Subject to the other conditions set forth in this Section 2.3(a), each Lender
shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing



3









 







available to Agent in immediately available funds, to Agent’s Account, not later than 10:00
a.m. (California time) on the Funding Date. After Agent’s receipt of such funds, Agent shall make
such funds available to Borrower on the Funding Date by transferring immediately available funds
equal to such proceeds received by Agent to Borrower’s Designated Account; provided,
however, that Agent shall not request any Lender to make, and no Lender shall have the
obligation to make, any portion of the Term Loan if Agent shall have actual knowledge that one or
more of the applicable conditions precedent set forth in Section 3 will not be satisfied on
the requested Funding Date for the Borrowing unless such condition has been waived. In the event
any Lender shall not have made the amount of Lender’s Pro Rata Share of the requested Borrowing in
accordance with the provisions of this Section 2.3(a), Agent or its designee shall fund any
such shortfall and the Lenders’ Pro Rata Shares shall be deemed to be adjusted accordingly.



               (v) Agent shall not be obligated to transfer to a Defaulting Lender any payments respecting
the Term Loan made by Borrower to Agent for the Defaulting Lender’s benefit, and, in the absence of
such transfer to the Defaulting Lender, Agent shall transfer any such payments to each other
non-Defaulting Lender member of the Lender Group ratably in accordance with their Commitments (but
only to the extent that such Defaulting Lender’s portion of the Term Loan was funded by the other
members of the Lender Group). Solely for the purposes of voting or consenting to matters with
respect to the Loan Documents, such Defaulting Lender shall be deemed not to be a “Lender”
and such Lender’s Commitment shall be deemed to be zero. This Section shall remain effective with
respect to such Lender until (x) the Obligations under this Agreement shall have been declared or
shall have become immediately due and payable, (y) the non-Defaulting Lenders, Agent, and Borrower
shall have waived such Defaulting Lender’s default in writing, or (z) the Defaulting Lender makes
its Pro Rata Share of the applicable portion of the Term Loan and pays to Agent all amounts owing
by Defaulting Lender in respect thereof. The operation of this Section shall not be construed to
increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by
such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve
or excuse the performance by Borrower of its duties and obligations hereunder to Agent or to the
Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall
constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrower
at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the
Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent.
In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no
right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of
Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to
have executed and delivered such document if it fails to do so) subject only to being repaid its
share of the outstanding Obligations without any premium or penalty of any kind whatsoever;
provided however, that any such assumption of the Commitment of such Defaulting Lender shall not be
deemed to constitute a waiver of any of the Lender Group’s or Borrower’s rights or remedies against
any such Defaulting Lender arising out of or in relation to such failure to fund.



          (b) Notation. Agent shall record on its books the principal amount of the Term Loan owing to
each Lender, and the interests therein of each Lender, from time to time and



4









 






such records shall, absent manifest error, gross negligence or willful misconduct on the part
of Agent, conclusively be presumed to be correct and accurate.




          (c) Lenders’ Failure to Perform. All portions of the Term Loan shall be made by the Lenders
contemporaneously and in accordance with their Pro Rata Shares and subject to Section 2.2.
It is understood that (i) no Lender shall be responsible for any failure by any other Lender to
perform its obligation to make any portion of the Term Loan (or other extensions of credit)
hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any
failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender
to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.




     2.4 Payments.



          (a) Payments by Borrower.




               (i) Except as otherwise expressly provided herein and subject to the Senior Loan Subordination
Agreement, all payments by Borrower shall be made in Dollars to Agent’s Account for the account of
the Lender Group and shall be made in immediately available funds, no later than 11:00 a.m.
(California time) on the date specified herein. Any payment received by Agent later than 11:00
a.m. (California time) shall be deemed to have been received on the following Business Day, and any
applicable interest or fee shall continue to accrue until such following Business Day.



               (ii) Unless Agent receives notice from Borrower prior to the date on which any payment is due
to the Lenders that Borrower will not make such payment in full as and when required, Agent may
assume that Borrower has made (or will make) such payment in full to Agent on such date in
immediately available funds and Agent may (but shall not be so required), in reliance upon such
assumption, distribute to each Lender on such due date an amount equal to the amount then due such
Lender. If and to the extent Borrower does not make such payment in full to Agent on the date when
due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender,
together with interest thereon at the Defaulting Lender Rate for each day from the date such amount
is distributed to such Lender until the date repaid.



          (b) Apportionment and Application.




               (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise
provided in the Loan Documents (including agreements between Agent and individual Lenders),
aggregate principal and interest payments shall be apportioned ratably among the Lenders (according
to the unpaid principal balance of the Obligations to which such payments relate held by each
Lender), and payments of fees and expenses (other than fees or expenses that are for Agent’s
separate account, after giving effect to any agreements between Agent and individual Lenders) shall
be apportioned ratably among the Lenders. Subject to the Senior Loan Subordination Agreement, all
payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received
by Agent, shall be applied as follows:



5









 





                    (A) first, ratably to pay any Lender Group Expenses then due to Agent or any of the
Lenders under the Loan Documents, until paid in full,



                    (B) second, ratably to pay any fees or premiums then due to Agent (for its separate
account, after giving effect to any agreements between Agent and individual Lenders) or any of the
Lenders under the Loan Documents until paid in full,



                    (C) third, ratably to pay interest due in respect of the Term Loan until paid in full,



                    (D) fourth, ratably to pay any principal amount then due and payable with respect to
the Term Loan until paid in full; provided that, if Borrower is making a prepayment of the Term
Loan in accordance with Sections 2.4(d) or 2.4(e), in accordance with Section
2.2(d); and



                    (E) fifth, to Borrower (to be wired to the Designated Account) or such other Person
entitled thereto under applicable law.



               (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire
instructions received from each Lender in writing, such funds as it may be entitled to receive.



               (iii) In each instance, so long as no Event of Default has occurred and is continuing, this
Section 2.4(b) shall not apply to any payment made by Borrower to Agent and specified by
Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under
any provision of this Agreement.



               (iv) For purposes of the foregoing, “paid in full” means payment of all amounts owing
under the Loan Documents according to the terms thereof, including loan fees, service fees,
professional fees, interest (and specifically including interest accrued after the commencement of
any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements,
except to the extent that default or overdue interest (but not any other interest) and loan fees,
each arising from or related to a default, are disallowed in any Insolvency Proceeding.



               (v) In the event of a direct conflict between the priority provisions of this Section
2.4 and other provisions contained in any other Loan Document, it is the intention of the
parties hereto that such priority provisions in such documents shall be read together and
construed, to the fullest extent possible, to be in concert with each other. In the event of any
actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of
this Section 2.4 shall control and govern.



               (vi) The provisions of this Section 2.4 constitute an agreement among Borrower and the
Lender Group as to the application of payments, Collections and proceeds of Collateral and do not
constitute any subordination of (x) any Obligations or (y) the right to payment of any Obligations.



          (c) Mandatory Prepayments.




6









 








               (i) [INTENTIONALLY OMITTED]



               (ii) No later than two (2) Business Days following receipt of Net Cash Proceeds from any
voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of property or
assets after the Closing Date (other than sales or dispositions of Inventory or Equipment or other
fixed assets in the ordinary course of business and other than any proceeds from the termination of
the lease for Borrower’s store located on 34th Street, New York City, NY), subject to
the Senior Loan Subordination Agreement, Borrower shall prepay the outstanding Obligations in
accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds in
excess of $500,000 in any fiscal year of Borrower received by such Person in connection with such
sales or dispositions to the extent that the aggregate amount of Net Cash Proceeds received by
Borrower and its Subsidiaries (and not paid to Agent as a prepayment of the Obligations) for all
such sales or dispositions shall exceed $500,000 in any fiscal year. Nothing contained in this
subclause (ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise
dispose of any property or assets other than in accordance with Section 6.4.



               (iii) No later than two (2) Business Days following the receipt by Borrower or any of its
Subsidiaries of any cash or other collected funds in respect of Extraordinary Receipts after the
Closing Date in excess of $500,000 in the aggregate in any fiscal year of Borrower ending after the
Closing Date, subject to the Senior Loan Subordination Agreement, Borrower shall prepay the
outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of
such Extraordinary Receipts in excess of $500,000 in the aggregate in any fiscal year of Borrower
ending after the Closing Date, net of any reasonable expenses incurred in collecting such
Extraordinary Receipts.



               (iv) No later than two (2) Business Days following the issuance or incurrence by Borrower or
any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a)
through (c) and (e) through (g) of Section 6.1) after the Closing Date, or the sale or
issuance by Borrower or any of its Subsidiaries of any shares of its Capital Stock in an amount in
excess of $500,000 in any one transaction or series of related transactions, subject to the Senior
Loan Subordination Agreement and excluding proceeds from the issuance of Capital Stock as a result
of the exercise of options, warrants or subordinated convertible debentures outstanding prior to
the Closing Date or the exercise of rights with respect to any Capital Stock based compensation
awarded to officers, directors or employees of Borrower, Borrower shall prepay the outstanding
principal of the Obligations in accordance with clause (d) in an amount equal to 50% of the
Net Cash Proceeds received by Borrower or its Subsidiaries in connection with such sale, issuance,
or incurrence. The provisions of this subsection (iv) shall not be deemed to be implied
consent to any such sale, issuance, or incurrence otherwise prohibited by the terms and conditions
of this Agreement.



          (d) Application of Prepayments.




               (i) Each prepayment pursuant to subclauses (c)(ii) and (c)(iii) above (in each case
except with respect to insurance proceeds and condemnation awards related to a casualty or loss of
Collateral) and subclause (c)(iv) above shall be applied first, to payment of the
Applicable Prepayment Premium, and then in accordance with Section 2.2(d).



7









 





               (ii) Each prepayment pursuant to subclauses (c)(ii) above and (c)(iii) with
respect to insurance proceeds and condemnation awards related to a casualty or loss of Collateral
shall be applied in the manner set forth in Section 2.4(b)(i), provided,
however, that, except during the continuation of a Default or an Event of Default, such
proceeds shall not be required to be so applied to the extent that such proceeds are used to
replace, repair, or restore the properties or assets in respect of which such proceeds were paid if
(i) the amount of proceeds received in respect of such sales, dispositions, insurance policies, or
condemnation awards are less than $5,000,000 in the aggregate during the term of this Agreement,
(ii) Borrower delivers a certificate to Agent within 30 days after such sale or 30 days after the
date of such loss, destruction, or taking, as the case may be, stating that such proceeds shall be
used to replace, repair, or restore such properties or assets within a period specified in such
certificate not to exceed the earlier of (x) 180 days after the receipt of such proceeds and (y)
the Maturity Date (which certificate shall set forth estimates of the proceeds to be so expended),
and (iii) such proceeds are immediately deposited in a Deposit Account subject to a Control
Agreement. If all or any portion of such proceeds not so applied to the prepayment of the
Obligations in accordance with this clause (ii) are not used in accordance with the
preceding sentence within the period specified in the relevant certificate furnished pursuant
hereto, such remaining portion shall be applied to the Obligations in accordance with this
clause (ii) on the last day of such specified period. Each such prepayment of the Term
Loan shall be applied in accordance with Section 2.2(d).



          (e) Optional Prepayment of Term Loan. Borrower shall have the right to make full or partial
prepayments of the Term Loan, upon two (2) Business Days prior written notice to the Agent;
provided that any such prepayment shall be accompanied by the Applicable Prepayment Premium as
provided in the Fee Letter. Any optional prepayment of the Term Loan shall be in a minimum amount
of the lesser of (x) the then remaining principal balance of the Term Loan and (y) $500,000. Each
such prepayment of the Term Loan shall be applied against the remaining installments of principal
of the Term Loan in the inverse order of maturity.




     2.5 Payment of Obligations. Borrower hereby promises to pay the Obligations
(including principal, interest, fees, costs, and expenses) in Dollars in full as and when due and
payable under the terms of this Agreement and the other Loan Documents.



     2.6 Interest: Rates, Payments, and Calculations.



          (a) Interest Rate. Except as provided in clause (b) below, all Obligations that have been
charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance
thereof at fifteen percent (15%) per annum.




          (b) Default Rate. Upon the occurrence and during the continuation of an Event of Default (and
at the election of Agent or the Required Lenders), all Obligations that have been charged to the
Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof at a per
annum rate equal to two and one half (2 1/2) percentage points above the per annum rate otherwise
applicable hereunder.




          (c) Payment. Except as provided to the contrary in Section 2.11, interest and all
fees payable hereunder shall be due and payable, in arrears, on the first day of each month at




8









 





any time that Obligations are outstanding. Borrower hereby authorizes Agent, from time to
time, without prior notice to Borrower, to charge all fees (when due and payable), all Lender Group
Expenses (as and when incurred), all fees and costs provided for in Section 2.11 (as and
when accrued or incurred), and all other payments as and when due and payable under any Loan
Document (including the amounts due and payable with respect to the Term Loan) and in each case
(other than fees provided in Section 2 of the Fee Letter) which are not paid by Borrower within
thirty (30) days of the date of Agent’s invoice therefor to Borrower’s Loan Account, which amounts
thereafter shall accrue interest at the rate then applicable to the Term Loan. Any interest not
paid when due shall be compounded by being charged to Borrower’s Loan Account and shall accrue
interest at the rate then applicable to the applicable Loan.




          (d) Computation. All interest and fees chargeable under the Loan Documents shall be computed
on the basis of a 360 day year for the actual number of days elapsed.




          (e) Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or
rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the
highest rate permissible under any law that a court of competent jurisdiction shall, in a final
determination, deem applicable. Borrower and the Lender Group, in executing and delivering this
Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated
within it; provided, however, that, anything contained herein to the contrary
notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum
allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and
shall be liable only for the payment of such maximum as allowed by law, and payment received from
Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the
principal balance of the Obligations to the extent of such excess.




     2.7 INTENTIONALLY OMITTED.



     2.8 Crediting Payments. The receipt of any payment item by Agent shall not be
considered a payment on account unless such payment item is a wire transfer of immediately
available federal funds made to the Agent’s Account or unless and until such payment item is
honored when presented for payment. Should any payment item not be honored when presented for
payment, then Borrower shall be deemed not to have made such payment and interest shall be
calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment
item shall be deemed received by Agent only if it is received into the Agent’s Account on a
Business Day on or before 11:00 a.m. (California time). If any payment item is received into the
Agent’s Account on a non-Business Day or after 11:00 a.m. (California time) on a Business Day, it
shall be deemed to have been received by Agent as of the opening of business on the immediately
following Business Day.



     2.9 Designated Account. Agent is authorized to make the Loans under this Agreement
based upon telephonic or other instructions received from anyone purporting to be an Authorized
Person or, without instructions, if pursuant to Section 2.6(c). Borrower agrees to establish and
maintain the Designated Account with the Designated Account Bank for the purpose of receiving the
proceeds of the Term Loan requested by Borrower and made by Agent



9









 







or the Lenders hereunder. Unless otherwise agreed by Agent and Borrower, the proceeds of the
Term Loan shall be made to the Designated Account.



     2.10 Maintenance of Loan Account; Statements of Obligations. Agent shall maintain an
account on its books in the name of Borrower (the “Loan Account”) on which Borrower will be charged
with the Term Loan, and with all other payment Obligations hereunder or under the other Loan
Documents, including accrued interest, fees and expenses, and Lender Group Expenses. In accordance
with Section 2.8, the Loan Account will be credited with all payments received by Agent from
Borrower or for Borrower’s account. Agent shall render statements regarding the Loan Account to
Borrower, including principal, interest, fees, and including an itemization of all charges and
expenses constituting Lender Group Expenses owing, and such statements, absent manifest error,
shall be rebuttably presumed to be correct and accurate.



     2.11 Fees. Borrower shall pay to Agent, as and when due and payable under the terms
of the Fee Letter, the fees set forth in the Fee Letter.



     2.12 INTENTIONALLY OMITTED.



     2.13 INTENTIONALLY OMITTED.



     2.14 Registered Notes. Agent, acting solely for this purpose as a non-fiduciary agent
on behalf of Borrower (or in the case of an assignment not recorded in the Register in accordance
with Section 13.1(f), the assigning Lender) agrees to record the Commitments and Term Loan on the
Register. The Term Loan recorded on the Register shall be evidenced only by the Registered Notes
(as defined below). Upon the registration of the Term Loan, Borrower agrees to execute and deliver
to each Lender a Subordinated Term Note, in the form of Exhibit B-1 hereto, and registered as
provided in Section 13.1(f) (a “Registered Note”), payable to the order of such Lender or its
registered assigns and otherwise duly completed. Once recorded on the Register, no Commitment or
Term Loan may be removed from the Register so long as it or they remain outstanding, and a
Registered Note may not be exchanged for a promissory note that is not a Registered Note.



     2.15 Issuance of Common Shares. Subject to the terms and conditions of this
Agreement, on the Closing Date at the closing, the Agent shall purchase and the Borrower shall sell
and issue to the Agent or its designees the Common Shares in the respective amounts set forth on
Schedule E-1 hereto as additional consideration for the Agent entering into this Agreement and
arranging the Term Loan.




	3.	 	CONDITIONS; TERM OF AGREEMENT.





     3.1 Conditions Precedent to the Extension of Credit and Issuance of Common Shares.
The obligation of each Lender to make its extension of credit provided for hereunder, is subject to
the fulfillment, to the satisfaction of Agent and each Lender of each of the conditions precedent
set forth on Schedule 3.1 (the making of such extension of credit by a Lender being conclusively
deemed to be its satisfaction or waiver of the conditions precedent). The Borrower’s obligation to
sell and issue the Notes and Common Shares and to accept the extension of credit at the closing is
subject to the fulfillment to the satisfaction of the Borrower



10









 







on or prior to the Closing Date of the conditions precedent set forth on Schedule 3.1A, any of
which may be waived by the Borrower.



     3.2 INTENTIONALLY OMITTED.



     3.3 Term. This Agreement shall continue in full force and effect for a term ending on
February 1, 2011 (the “Maturity Date”), unless terminated earlier in accordance with the terms of
this Agreement. The foregoing notwithstanding, the Lender Group, upon the election of the Required
Lenders, shall have the right to terminate its obligations under this Agreement pursuant to Section
8.1.



     3.4 Effect of Termination. On the date of termination of this Agreement, all
Obligations immediately shall become due and payable without notice or demand. No termination of
this Agreement, however, shall relieve or discharge Borrower of its duties, Obligations, or
covenants hereunder or under any other Loan Document, and the Agent’s Liens in the Collateral shall
remain in effect until all Obligations have been paid in full and the Lender Group’s obligations to
provide additional credit hereunder have been terminated. When this Agreement has been terminated
and all of the Obligations have been paid in full and the Lender Group’s obligations to provide
additional credit under the Loan Documents have been terminated irrevocably, Agent will, at
Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage
releases, re-assignments of trademarks, discharges of security interests, and other similar
discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary
to release, as of record, the Agent’s Liens and all notices of security interests and liens
previously filed by Agent with respect to the Obligations.



     3.5 Early Termination by Borrower. Borrower has the option, at any time upon 2
Business Days prior written notice by Borrower to Agent, to terminate this Agreement by paying to
Agent, in cash, the Obligations in full. If Borrower has sent a notice of termination pursuant to
the provisions of this Section, then the Commitments shall terminate and Borrower shall be
obligated to repay in cash the Obligations in full on the date set forth as the date of termination
of this Agreement in such notice.




	4.	 	BORROWER’S REPRESENTATIONS AND WARRANTIES.





     In order to induce the Lender Group to enter into this Agreement, Borrower makes the following
representations and warranties to the Lender Group which shall be true, correct, and complete as of
the date hereof, and shall be true, correct, and complete as of the Closing Date, (except to the
extent that such representations and warranties relate solely to an earlier date) and such
representations and warranties shall survive the execution and delivery of this Agreement:



     4.1 No Encumbrances. Borrower has good and indefeasible title to, or a valid
leasehold interest in, its personal property assets and good and marketable title to, or a valid
leasehold interest in, its Real Property, in each case, free and clear of Liens except for
Permitted Liens.



     4.2 INTENTIONALLY OMITTED.



     4.3 INTENTIONALLY OMITTED.



11









 





     4.4 Equipment. Each item of Equipment of Borrower and its Subsidiaries which is
material to their business is in good working order, ordinary wear and tear and damage by casualty
excepted.



     4.5 Location of Inventory and Equipment. The Inventory and Equipment (other than
vehicles or Equipment out for repair) of Borrower are not stored with a bailee, warehouseman, or
similar party except as set forth in Schedule 4.5 and are located only at, or in-transit between,
the locations identified on Schedule 4.5 (as such Schedule may be updated pursuant to Section 5.9).



     4.6 Inventory Records. Borrower keeps correct and accurate records itemizing and
describing the type, quality, and quantity of its Inventory and the book value thereof in all
material respects.



     4.7 State of Incorporation; Location of Chief Executive Office; Organizational
Identification Number; Commercial Tort Claims.



          (a) The name and jurisdiction of organization of Borrower and each of its Subsidiaries is set
forth on Schedule 4.7(a).




          (b) The chief executive office of Borrower and, as of the Closing Date, each of its
Subsidiaries, is located at the address indicated on Schedule 4.7(b).




          (c) Borrower’s and each of its Subsidiaries’ organizational identification number, if any, is
identified on Schedule 4.7(c).




          (d) As of the Closing Date, to the best of Borrower’s knowledge, Borrower and its Subsidiaries
do not hold any commercial tort claims, except as set forth on Schedule 4.7(d).




     4.8 Due Organization and Qualification; Subsidiaries.



          (a) Borrower is duly organized and existing and in good standing under the laws of the
jurisdiction of its organization and qualified to do business in any state where the failure to be
so qualified reasonably could be expected to result in a Material Adverse Change.




          (b) Set forth on Schedule 4.8(b) is a complete and accurate description of the
authorized capital stock of Borrower, by class, and, as of the Closing Date, a description of the
number of shares of each such class that are issued and outstanding. Other than as described on
Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any
shares of Borrower’s capital stock, including any right of conversion or exchange under any
outstanding security or other instrument. Borrower is not subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any
security convertible into or exchangeable for any of its capital stock.




          (c) Set forth on Schedule 4.8(c) is a complete and accurate list of Borrower’s direct
and indirect Subsidiaries, showing: (i) the jurisdiction of its organization, (ii) the number of
shares of each class of common and preferred stock authorized for each of such Subsidiaries,




12









 





and (iii) the number and the percentage of the outstanding shares of each such class owned
directly or indirectly by Borrower. All of the outstanding capital stock of each such Subsidiary
has been validly issued and is fully paid and non-assessable.




          (d) Except as set forth on Schedule 4.8(c), there are no subscriptions, options,
warrants, or calls relating to any shares of Borrower’s Subsidiaries’ capital stock, including any
right of conversion or exchange under any outstanding security or other instrument. Neither
Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital stock or
any security convertible into or exchangeable for any such capital stock.




     4.9 Due Authorization; No Conflict.



          (a) The execution, delivery, and performance by Borrower of this Agreement and the other Loan
Documents to which it is a party have been duly authorized by all necessary action on the part of
Borrower.




          (b) Other than as identified on Schedule 4.9(b), the execution, delivery, and
performance by Borrower of this Agreement and the other Loan Documents to which it is a party do
not (i) violate any provision of federal, state, or local law or regulation applicable to Borrower,
the Governing Documents of Borrower, or any order, judgment, or decree of any court or other
Governmental Authority binding on Borrower, (ii) conflict with, result in a breach of, or
constitute (with due notice or lapse of time or both) a default under any material contract to
which Borrower is a party, (iii) result in or require the creation or imposition of any Lien of any
nature whatsoever upon any of the material properties or assets of Borrower, other than Permitted
Liens, or (iv) require any approval of Borrower’s interest holders or any approval or consent of
any Person under any material contract to which Borrower is a party, other than consents or
approvals that have been obtained and that are still in force and effect.




          (c) Other than the consents and filings identified on Schedule 4.9(c), the execution,
delivery, and performance by Borrower of this Agreement and the other Loan Documents to which
Borrower is a party do not and will not require any registration with, consent, or approval of, or
notice to, or other action with or by, any Governmental Authority or other third Person, other than
consents or approvals that have been obtained and that are still in force and effect.




          (d) This Agreement and the other Loan Documents to which Borrower is a party, and all other
documents contemplated hereby and thereby, when executed and delivered by Borrower will be the
legally valid and binding obligations of Borrower, enforceable against Borrower in accordance with
their respective terms, except as enforcement may be limited by equitable principles or by
bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting
creditors’ rights generally.




          (e) The Agent’s Liens are validly created, perfected (to the extent perfected by filing of a
UCC-1 financing statement) and first priority Liens, subject only to Permitted Liens.




     4.10 Litigation. Other than those matters disclosed on Schedule 4.10, there are no
material actions, suits, or proceedings pending or, to the best knowledge of Borrower, threatened



13









 







against Borrower or any of its Subsidiaries, as applicable, except for (a) matters that are
fully covered by insurance (subject to customary deductibles) and (b) matters arising after the
Closing Date that, if decided adversely to Borrower or any of its Subsidiaries, as applicable,
reasonably could not be expected to result in a Material Adverse Change.



     4.11 No Material Adverse Change. All financial statements of Borrower and its
Subsidiaries that have been delivered by Borrower to the Lender Group have been prepared in
accordance with GAAP (except, in the case of unaudited financial statements, for the lack of
footnotes and being subject to year-end audit adjustments) and present fairly in all material
respects, Borrower’s and its Subsidiaries’ financial condition in accordance with GAAP as of the
date thereof and results of operations for the period then ended. There has not been a Material
Adverse Change with respect to Borrower and its Subsidiaries since the date of the latest
consolidated financial statements submitted to Agent on or before the Closing Date.



     4.12 Fraudulent Transfer.



          (a) Borrower is Solvent.




          (b) No transfer of property is being made by Borrower or any Subsidiary of Borrower and no
obligation is being incurred by Borrower or any Subsidiary of Borrower 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 Borrower or its Subsidiaries.




     4.13 Employee Benefits. None of Borrower, any of its Subsidiaries, or any of its
ERISA Affiliates maintains or contributes to any Benefit Plan or Multiemployer Plan. No ERISA
Event has occurred nor has any other event occurred that may result in an ERISA Event that
reasonably could be expected to result in a Material Adverse Change.



     4.14 Environmental Condition. Except as set forth on Schedule 4.14, and except for
other matters that, in the aggregate, could not reasonably be expected to result in a Material
Adverse Change: (a) to Borrower’s knowledge, none of Borrower’s properties or assets has ever been
used by Borrower or by previous owners or operators in the disposal of, or to produce, store,
handle, treat, release, or transport, any Hazardous Materials, where such use, production, storage,
handling, treatment, release or transport was in violation, in any material respect, of any
applicable Environmental Law, (b) to Borrower’s knowledge, none of Borrower’s properties or assets
has ever been designated or identified in any manner pursuant to any environmental protection
statute as a Hazardous Materials disposal site, (c) Borrower has not received notice that a Lien
arising under any Environmental Law has attached to any revenues or to any Real Property owned or
operated by Borrower, and (d) Borrower has not received a summons, citation, notice, or directive
from the United States Environmental Protection Agency or any other federal or state governmental
agency concerning any action or omission by Borrower resulting in the releasing or disposing of
Hazardous Materials into the environment.



     4.15 Intellectual Property.



          (a) Borrower and each Subsidiary of Borrower owns or has a right to use all Patents,
Copyrights, Trademarks and Licenses that are necessary to the conduct of its business as



14









 






currently conducted. Attached hereto as Schedule 4.15 (as updated annually) is a
true, correct, and complete listing of Patents, Copyrights and Trademarks as to which Borrower and
each Subsidiary of Borrower is the owner or is an exclusive licensee (collectively, the
“Scheduled Intellectual Property Collateral”) as of the date hereof.




          (b) Except as set forth in Schedule 4.15:




               (i) Borrower and each Subsidiary of Borrower is the sole owner or is an exclusive licensee of
its Scheduled Intellectual Property Collateral, free and clear of any Lien (other than any
Permitted Lien) without the payment of any monies or royalty except with respect to off-the-shelf
software;



               (ii) Borrower and each Subsidiary of Borrower has taken, and will continue to take, all
actions which are reasonably necessary or advisable to acquire and protect its Scheduled
Intellectual Property Collateral, including: (x) registering all Copyrights included within the
Scheduled Intellectual Property Collateral which, in such Borrower’s or Subsidiary’s business
judgment, are of sufficient value to merit such treatment, in the U.S. Copyright Office, and (y)
registering all Patents and Trademarks included within the Scheduled Intellectual Property
Collateral which, in such Borrower’s or Subsidiary’s business judgment, are of sufficient value to
merit such treatment, in the United States Patent and Trademark Office;



               (iii) Borrower’s and each Subsidiary of Borrower’s rights in the Scheduled Intellectual
Property Collateral are valid and enforceable;



               (iv) Neither Borrower nor any Subsidiary of Borrower has received any material demand, claim,
notice or inquiry from any Person in respect of the Scheduled Intellectual Property Collateral
which challenges, threatens to challenge or inquiries as to whether there is any basis to
challenge, the validity of, the rights of Borrower and its Subsidiaries in or the right of Borrower
and its Subsidiaries to use, any such Scheduled Intellectual Property Collateral, and Borrower and
its Subsidiaries know of no basis for any such challenge;



               (v) Borrower and its Subsidiaries have not received any written notice of any violation or
infringement of any proprietary rights of any other Person that could reasonably be expected to
result in a Material Adverse Change;



               (vi) Borrower and its Subsidiaries have not granted any license with respect to any Scheduled
Intellectual Property Collateral to any Person;



               (vii) Borrower and its Subsidiaries are not pursuing any claims or causes of actions against
any Person for infringement of the Scheduled Intellectual Property Collateral that could reasonably
be expected to result in a Material Adverse Change; and



               (viii) Notwithstanding any provision of the Loan Documents to the contrary, neither the
Borrower nor any Subsidiary of Borrower shall be obligated to acquire, maintain, or protect any
Scheduled Intellectual Property Collateral in the event Borrower or its Subsidiary determines, in
its reasonable business judgment, that such collateral is no longer necessary or desirable in the
conduct of its business.



15









 





     4.16 Leases. Borrower enjoys peaceful and undisturbed possession under all leases of
Equipment and Real Property material to their business and to which they are parties or under which
they are operating, and all of such material leases are valid and subsisting and no material
default by Borrower which has continued beyond any applicable notice and cure period exists under
any of them. Borrower’s Subsidiaries enjoy peaceful and undisturbed possession under all leases
of Equipment and Real Property material to the business of the Borrower and its Subsidiaries, taken
as a whole, and to which they are parties or under which they are operating, and all of such
material leases are valid and subsisting and no default material to the business of the Borrower
and its Subsidiaries, taken as a whole, by any of Borrower’s Subsidiaries exists under any of them.



     4.17 Deposit Accounts and Securities Accounts. Set forth on Schedule 4.17 is a
listing of all of Borrower’s and its Subsidiaries’ Deposit Accounts and Securities Accounts,
including, with respect to each bank or securities intermediary (a) the name and address of such
Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with
such Person.



     4.18 Complete Disclosure. All factual information (taken as a whole) furnished by or
on behalf of Borrower or its Subsidiaries in writing to Agent or any Lender (including all
information contained in the Schedules hereto or in the other Loan Documents, including the SEC
Filings), for purposes of or in connection with this Agreement, the other Loan Documents, or any
transaction contemplated herein or therein is, and all other such factual information (taken as a
whole) hereafter furnished by or on behalf of Borrower or its Subsidiaries in writing to Agent or
any Lender will be, true and accurate in all material respects on the date as of which such
information is dated or certified and not incomplete by omitting to state any fact necessary to
make such information not misleading at such time in light of the circumstances under which such
information was provided. On the Closing Date, the Closing Date Projections represent, and as of
the date on which any other Projections are delivered to Agent, such additional Projections
represent Borrower’s good faith estimate of its consolidated future performance for the periods
covered thereby, taking into account the assumptions and qualifications discussed therein;
provided, however, that the Closing Date Projections and additional Projections are not to be
viewed as facts and that actual results during the period or periods covered by such Projections
may differ from such Projections and that the differences may be material.



     4.19 Indebtedness. Set forth on Schedule 4.19 is a true and complete list of all
Indebtedness of Borrower and each Subsidiary of Borrower outstanding immediately prior to the
Closing Date that is to remain outstanding after the Closing Date, and such Schedule accurately
reflects the aggregate principal amount of such Indebtedness as of the Closing Date.



     4.20 Regulation U. No action has been taken or is currently planned by Borrower or
any of its Subsidiaries which would cause this Agreement or any of the other Loan Documents to
violate Regulation U or any other regulation of the Board of Governors of the Federal Reserve
System, or to violate the Exchange Act, in each case as in effect now or as the same may hereafter
be in effect. Borrower is not engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock as one of its important activities and, except as may be
expressly agreed to and documented between Borrower and Agent, none of the proceeds of the Term
Loan will be used directly or indirectly for such purpose.



16









 




4A. AGENT’S AND LENDERS’ REPRESENTATIONS AND WARRANTIES. Agent and each Lender hereby represent
and warrant to the Borrower as follows:




     4A.1 Organization; Authorization. All action on the part of such Agent and each
Lender necessary for the authorization, execution, delivery and performance of all its obligations
under this Agreement has been (or will be) taken prior to the Closing Date. Such Agent and each
Lender is a natural person or is an entity duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization with requisite individual, corporate, or
organizational power and authority to enter into and to consummate the transactions contemplated by
the Loan Documents and to otherwise carry out its obligations hereunder. The Loan Documents, when
executed and delivered by Agent and each Lender, shall constitute a valid and legally binding
obligation of Agent and each Lender enforceable in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application.



     4A.2 Brokers and Finders. No Person will have, as a result of the transactions
contemplated by this Agreement, any valid right, interest or claim against or upon the Borrower or
Agent or any Lender for any commission, fee or other compensation pursuant to any agreement,
arrangement or understanding entered into by or on behalf of Agent or any Lender.



     4A.3 Prohibited Transactions. Since the time the Agent or any Lender was first
contacted regarding an investment in the Borrower until the date hereof, neither Agent or any
Lender nor any Affiliate of Agent or any Lender which (x) had knowledge of the transactions
contemplated hereby, (y) has or shares discretion relating to Agent or such Lender’s investments or
trading or information concerning Agent or such Lender’s investments, including in respect of the
Securities, or (z) is subject to Agent or such Lender’s review or input concerning such Affiliate’s
investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly,
effected or agreed to effect any transactions in the securities of the Borrower, including any
short sale, whether or not against the box, established any “put equivalent position” (as defined
in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock, granted any other right
(including, without limitation, any put or call option) with respect to the Common Stock or with
respect to any security that includes, relates to or derived any significant part of its value from
the Common Stock or otherwise sought to hedge its position in the Securities (each, a
“Prohibited Transaction”). Agent and each Lender shall not, and shall cause its Trading
Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction during the period
from the date hereof until such time as (i) the transactions contemplated by this Agreement are
first publicly announced or (ii) this Agreement is terminated.



     4A.4 Limited Ownership. The purchase by Agent and each Lender of the Securities
issuable to it at the closing will not result in Agent nor each such Lender (individually or
together with other Persons with whom Agent or such Lender has identified, or will have identified,
itself as part of a “group” in a public filing made with the SEC involving the Borrower’s
securities) acquiring, or obtaining the right to acquire, beneficial ownership in excess of 19.999%
of the outstanding shares of Common Stock or the voting power of the Borrower on a post-transaction
basis that assumes that such closing shall have occurred. Agent and each Lender does not presently
intend to, alone or together with others, make a public filing with the



17









 







SEC to disclose that it has (or that it together with such other Persons have) acquired, or
obtained the right to acquire, as a result of such closing (when added to any other securities of
the Borrower that it or they then own or have the right to acquire), beneficial ownership in excess
of 19.99% of the outstanding shares of Common Stock or the voting power of the Borrower on a
post-transaction basis that assumes that the closing at issue shall have occurred.



     4A.5 Independent Investment Decision. Agent and each Lender has independently
evaluated the merits of its decision to purchase Securities pursuant to the Loan Documents, and
Agent and each Lender confirms that it has not relied on the advice of any other Person’s business,
tax and/or legal counsel in making such decision. Agent and each Lender has not relied on the
business, legal advice or tax advice of the Borrower or any of the Borrower’s agents, counsel or
Affiliates in making its investment decision hereunder. Agent and each Lender acknowledges that
the Borrower makes no representations or warranties regarding the tax consequences of the
Securities to Agent and each Lender.



     4A.6 Investment Representations.



          (a) This Agreement is made with the Agent and each Lender in reliance upon each of Agent’s and
Lender’s representation to the Borrower, which by its acceptance hereof Agent and each Lender
hereby confirms, that the Securities to be received by it will be acquired for investment purposes
and for its own account (not as a nominee or agent, and not with a view to the sale or distribution
of any part thereof), and that neither the Agent nor any Lender has the present intention of
selling, granting participation in or otherwise distributing the same. By executing this
Agreement, Agent and each Lender further represents that they do not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant participation to
such person or to any third person with respect to any of the Securities. Neither the Agent nor
any Lender are registered broker dealers or an entity engaged in the business of being a broker
dealer.




          (b) Each of Agent and each Lender understands that the Securities are not registered under the
Securities Act, on the ground that the sale provided for pursuant to this Agreement and the
issuance of the Securities hereunder should be exempt from registration under the Securities Act
and that the Borrower’s reliance on such exemption is predicated on such Agent’s and Lenders’
representations set forth herein. Agent and each Lender realize that the basis for the exemption
may not be present if, notwithstanding such representations, such Agent or Lender has in mind
merely acquiring the Securities for a fixed or determinable period in the future, or for a market
rise or for sale if the market does not rise. Agent and each Lender confirm that it has no such
intention.




          (c) At the time such Agent or Lender was offered the Securities, it was, and at the date
hereof it is, an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under
the Securities Act. Agent and each Lender represent that each is experienced in evaluating and
investing in companies such as the Borrower, is able to fend for itself in the transactions
contemplated by this Agreement, including the Notes and the Common Stock, has such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risks of
its investment and has the ability to bear the economic risks of its investment. Agent and each
Lender acknowledge receipt of copies of and its satisfactory review




18









 





of the SEC Filings. Agent and each Lender further represent that it has had access, during the
course of the transaction and prior to its purchase of the Securities, to the same kind of
information that would be provided in a registration statement filed by the Borrower under the
Securities Act and that it has had, during the course of the transaction and prior to its purchase
of the Securities, the opportunity to ask questions of, and receive answers from, the Borrower
concerning the terms and conditions of the offering and to obtain additional information necessary
to verify the accuracy of any information furnished to it or to which it had access and that it has
received such information that is necessary to make an informed investment decision with respect to
the Securities. Neither Agent nor any Lender learned of the investment in the Securities as a
result of any “general advertising” or “general solicitation” as those terms are contemplated in
Regulation D, as amended, under the Securities Act. Each Lender is an Eligible Transferee and was
not formed solely for the purpose of investing in the Securities.




          (d) Agent and each Lender understand that the Securities may only be disposed of in compliance
with state and federal securities laws. Agent and each Lender understand that the Securities are
characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they
are being acquired from the Borrower in a transaction not involving a public offering. Agent and
each Lender further understand that the Securities may not be sold, transferred or otherwise
disposed of without registration under the Securities Act or an exemption therefrom, and that in
the absence of an effective registration statement covering the Securities or an available
exemption from registration under the Securities Act, the Securities must be held indefinitely. In
particular, Agent and each Lender is aware that the Securities may not be sold pursuant to Rule 144
unless all of the conditions of Rule 144 are met and that Agent or each Lender may be deemed to be
an “affiliate” for purposes of the rule. Agent and each Lender represent that, in the absence of
an effective registration statement covering the Securities, it will sell, transfer or otherwise
dispose of the Securities only in a manner consistent with its representations set forth herein and
in accordance with the terms and conditions of this Agreement.




          (e) Agent and each Lender agrees that in no event will it make a transfer or disposition of
any of the Securities (other than pursuant to an effective registration statement under the
Securities Act) unless and until (i) such Agent or Lender shall have notified the Borrower of the
proposed disposition and shall have furnished the Borrower with a statement of the circumstances
surrounding the disposition and assurance that the proposed disposition is in compliance with all
applicable laws and (ii) if reasonably requested by the Borrower, at the expense of such Agent or
Lender or transferee, it shall have furnished to the Borrower an opinion of counsel, reasonably
satisfactory to the Borrower, to the effect that such transfer may be made without registration
under the Securities Act.




     4A.7 Legends.



          (a) All certificates for the Securities may bear the following or a substantially similar
legend:



THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES


19









 






ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE [BORROWER].




          (b) The certificates for the Securities may also bear any legend required by any applicable
state securities or other law or any of the other agreements executed by Agent or any Lender in
connection with its investment in the Borrower.




     4A.8 Securities Laws Disclosure; Publicity. The Borrower may issue a press release
reasonably acceptable to the Agent disclosing the transactions contemplated hereby within four
Business Days of the date of this Agreement and timely file a Current Report on Form 8-K disclosing
the material terms of the transactions contemplated hereby. In addition, the Borrower may make
such other filings and notices in the manner and time required by the SEC and the Eligible Market
on which the Common Stock is listed with respect to the transactions contemplated hereby.




	5.	 	AFFIRMATIVE COVENANTS.





     Borrower covenants and agrees that, until termination of all of the Commitments and payment in
full of the Obligations, Borrower shall and shall cause each of its Subsidiaries to do all of the
following (provided, however, that only Borrower is required to comply with Section 5.2 and
Section 5.3):



     5.1 Accounting System. Maintain a system of accounting that enables Borrower to
produce financial statements in accordance with GAAP and maintain records pertaining to the
Collateral that contain information as from time to time reasonably may be requested by Agent.
Borrower also shall keep a reporting system that shows all additions, sales, claims, returns and
allowances with respect to its sales.



     5.2 Collateral Reporting. Provide Agent with each of the reports set forth on
Schedule 5.2 at the times specified therein.



     5.3 Financial Statements, Reports, Certificates. Deliver to Agent each of the
financial statements, reports, or other items set forth on Schedule 5.3 at the time specified
herein. In addition, Borrower agrees that no Subsidiary of Borrower will have a fiscal year end
different from that of Borrower, other than as required by applicable law.



     5.4 Appraisal. Permit Agent to have the Inventory reappraised by an appraisal company
selected by Agent from time to time after the Closing Date; provided, however, that Borrower may
satisfy this covenant by delivery to Agent, no less frequently than annually, of a copy of the
appraisal of Borrower’s inventory obtained by Senior Lender.



20









 





     5.5 Inspection. Permit Agent, each Lender, and each of their duly authorized
representatives or agents to visit any of its properties and inspect any of its assets or books and
records, to examine and make copies of its books and records, and to discuss its affairs, finances,
and accounts with, its officers and employees at such reasonable times and intervals as Agent or
any such Lender may designate and, so long as no Default or Event of Default exists and is
continuing, with reasonable prior notice to Borrower.



     5.6 Maintenance of Properties. Maintain and preserve all of its properties which are
necessary or useful in the proper conduct to its business in good working order and condition,
ordinary wear, tear, and casualty excepted (and except where the failure to do so would not be
reasonably expected to result in a Material Adverse Change), and comply in all material respects at
all times with the provisions of all material leases to which it is a party as lessee, so as to
prevent any material loss or forfeiture thereof or thereunder.



     5.7 Taxes. Cause all assessments and taxes, whether real, personal, or otherwise, due
or payable by, or imposed, levied, or assessed against Borrower, its Subsidiaries, or any of their
respective assets to be paid in full, before delinquency or before the expiration of any extension
period, except to the extent that the validity of such assessment or tax shall be the subject of a
Permitted Protest. Borrower will and will cause its Subsidiaries to make timely payment or deposit
of all material tax payments and withholding taxes required of them by applicable laws, including
those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income
taxes, and will, upon request, furnish Agent with proof reasonably satisfactory to Agent indicating
that Borrower or its Subsidiary has made such payments or deposits.



     5.8 Insurance.



          (a) At Borrower’s expense, maintain insurance respecting its and its Subsidiaries’ assets
wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and
risks as ordinarily are insured against by other Persons engaged in the same or similar businesses.
Borrower also shall maintain business interruption, public liability, and product liability
insurance, as well as insurance against larceny and embezzlement. All such policies of insurance
shall be in such amounts as are ordinarily maintained by Persons engaged in the same or similar
businesses and with such insurance companies as are reasonably satisfactory to Agent. Other than
business interruption insurance policies, Borrower shall deliver or has delivered certificates of
insurance evidencing all required coverages to Agent with an endorsement naming Agent as loss payee
(under a satisfactory lender’s loss payable endorsement) or additional insured, as appropriate.
Each certificate of insurance or endorsement shall contain a clause requiring the insurer to give
not less than 30 days’ prior written notice to Agent in the event of cancellation of the policy for
any reason whatsoever. Agent stipulates and agrees that Borrower’s insurance as set forth on
Schedule 5.8(a) is satisfactory to Agent.




          (b) Borrower shall give Agent prompt notice of any loss of the Collateral exceeding $50,000
covered by such insurance. Borrower shall have the exclusive right to adjust any losses payable
under any insurance policies.




     5.9 Location of Inventory and Equipment. Keep the Inventory and Equipment only at the
locations identified on Schedule 4.5 or in transit from one such location to another;



21









 




provided, however, that Borrower may amend Schedule 4.5 so long as such amendment occurs by
written notice to Agent not less than 5 days prior to the date on which such Inventory or Equipment
is moved to such new location, so long as such new location is within the continental United
States, and so long as, at the time of such written notification, if such location is not owned by
Borrower, Borrower provides Agent a Collateral Access Agreement with respect thereto.




     5.10 Compliance with Laws. Comply with the requirements of all applicable laws,
rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations,
and orders the non-compliance with which, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Change.



     5.11 Leases. Pay, or cause to be paid, when due all rents and other amounts payable
under any material leases to which Borrower or any Subsidiary of Borrower is a party or by which
Borrower’s or any of its Subsidiaries’ properties and assets are bound.



     5.12 Existence. At all times preserve and keep in full force and effect Borrower’s
and its Subsidiaries’ (a) valid existence and (b) good standing and any rights and franchises, in
each case, material to the Borrower’s business taken as a whole.



     5.13 Environmental.



          (a) Keep any property owned or operated by Borrower or any Subsidiary of Borrower free of any
Environmental Liens or post bonds or other financial assurances sufficient to satisfy the
obligations or liability evidenced by such Environmental Liens, (b) comply, in all material
respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent
reasonably requests, (c) promptly notify Agent of any release of a Hazardous Material in any
reportable quantity from or onto property owned or operated by Borrower or any Subsidiary of
Borrower and take or cause to be taken any Remedial Actions reasonably required to abate said
release or otherwise for Borrower to come into compliance with applicable Environmental Law, and
(d) promptly, but in any event within 5 days of its receipt thereof, provide Agent with written
notice of any of the following: (i) notice that an Environmental Lien has been filed against any
of the real or personal property of Borrower that is not a Permitted Lien, (ii) commencement of any
Environmental Action or notice that an Environmental Action will be filed against Borrower or any
Subsidiary of Borrower which could reasonably be expected to cause a Material Adverse Change, and
(iii) notice of a violation, citation, or other administrative order which reasonably would be
expected to result in a Material Adverse Change.




     5.14 Disclosure Updates. Promptly and in no event later than 10 Business Days after
any Authorized Officer obtains actual knowledge thereof, notify Agent if any written information,
exhibit, or report (taken as a whole), including the contents of the SEC Filings, furnished to the
Lender Group contained, at the time it was furnished, any untrue statement of a material fact or
omitted to state any material fact necessary to make the statements contained therein not
misleading in light of the facts and circumstances in which such statement was made or known by
Borrower or any Subsidiary of Borrower to exist at the time such statement was



22









 







made. Agent shall be deemed to have notice of updated disclosure regarding Borrower and its
Subsidiaries to the extent set forth in the SEC Filings.



     5.15 Control Agreements. Subject and pursuant to the Senior Subordination Agreement
with respect to Borrower’s Deposit Accounts maintained at Senior Lender, take all reasonable steps
in order for Agent to obtain control in accordance with Sections 8-106, 9-104, 9-105, 9-106, and
9-107 of the Code with respect to all Deposit Accounts maintained at Senior Lender, and with
respect to (subject to the proviso contained in Section 6.12) all of its Securities Accounts and
other Deposit Accounts (other than Store Deposit Accounts), electronic chattel paper, investment
property, and letter of credit rights.



     5.16 Assignment of Proceeds. Execute and deliver to Agent any and all additional
documents that Agent may reasonably request in its Permitted Discretion, in form and substance
reasonably satisfactory to Agent, providing for the collateral assignment of all proceeds to Agent
arising from any license or royalty agreement entered into by Borrower with respect to Borrower’s
General Intangibles. Such assignment shall provide that Borrower may retain such proceeds so long
as no Event of Default shall have occurred and be continuing.



     5.17 Employee Benefits.



          (a) Deliver to Agent: (i) promptly, and in any event within 10 Business Days after Borrower
or its Subsidiaries know or have reason to know that an ERISA Event has occurred that reasonably
could be expected to result in a Material Adverse Change, a written statement of the chief
financial officer of Borrower or such Subsidiary describing such ERISA Event and any action that is
being taking with respect thereto by Borrower or its Subsidiaries or their ERISA Affiliates, and
any action taken or threatened by the IRS, Department of Labor, or PBGC; Borrower and its
Subsidiaries shall be deemed to know all facts known by the administrator of any Benefit Plan of
which it is the plan sponsor, (ii) promptly, and in any event within three Business Days after the
filing thereof with the IRS, a copy of each funding waiver request filed with respect to any
Benefit Plan and all communications received by Borrower or its Subsidiaries or, to the knowledge
of Borrower or its Subsidiaries, any ERISA Affiliate with respect to such request, and (iii)
promptly, and in any event within three Business Days after receipt by Borrower or its Subsidiaries
of the notice of the PBGC’s intention to terminate a Benefit Plan or to have a trustee appointed to
administer a Benefit Plan, copies of each such notice.




          (b) Cause to be delivered to Agent, upon Agent’s request, each of the following: (i) a copy
of each Plan (or, where any such plan is not in writing, complete description thereof) (and if
applicable, related trust agreements or other funding instruments) and all amendments thereto, all
material written interpretations thereof and material written descriptions thereof that have been
distributed to employees or former employees of Borrower or its Subsidiaries; (ii) the most recent
determination letter issued by the IRS with respect to each Benefit Plan; and (iii) the aggregate
amount of the most recent annual payments made to former employees of Borrower or its Subsidiaries
under any Retiree Health Plan.




     5.18 Formation of Subsidiaries. At the time that Borrower forms any direct or
indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower



23









 







shall (a), if new Subsidiary is a Domestic Subsidiary, cause such new Subsidiary to provide to
Agent a guaranty of the Obligations and a joinder to such security documents (including the
Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well
as appropriate financing statements (and with respect to all property subject to a Mortgage,
fixture filings), all in form and substance satisfactory to Agent (including being sufficient to
grant Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly
formed or acquired Subsidiary), (b) provide to Agent a pledge agreement and appropriate
certificates and powers or financing statements, hypothecating all of the direct or beneficial
ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned
by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new
Foreign Subsidiary, in each case in form and substance satisfactory to Agent, and (c) provide to
Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to
Agent, which in its opinion is appropriate with respect to the execution and delivery of the
applicable documentation referred to above (including policies of title insurance or other
documentation with respect to all property subject to a Mortgage). Any document, agreement, or
instrument executed or issued pursuant to this Section 5.18 shall be a Loan Document.




	6.	 	NEGATIVE COVENANTS.





     Borrower covenants and agrees that, until termination of all of the Commitments and payment in
full of the Obligations, Borrower will not and will not permit any of its Subsidiaries to do any of
the following:



     6.1 Indebtedness. Create, incur, assume, suffer to exist, guarantee, or otherwise
become or remain, directly or indirectly, liable with respect to any Indebtedness, except:



          (a) Indebtedness evidenced by this Agreement and the other Loan Documents,




          (b) Indebtedness set forth on Schedule 4.19,




          (c) Permitted Purchase Money Indebtedness,




          (d) [INTENTIONALLY OMITTED]




          (e) refinancings, renewals, or extensions of Indebtedness permitted under clauses (b) and (c)
of this Section 6.1 or this Section 6.1(e) (and continuance or renewal of any
Permitted Liens associated therewith) so long as: (i) such refinancings, renewals, or extensions do
not result in an increase in the principal amount of, or interest rate with respect to, the
Indebtedness so refinanced, renewed, or extended or add one or more obligors as liable with respect
thereto if such additional obligors were not liable with respect to the original Indebtedness, (ii)
such refinancings, renewals, or extensions do not result in a shortening of the average weighted
maturity of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or
conditions, that, taken as a whole, are materially more burdensome or restrictive to Borrower,
(iii) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of
payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension
Indebtedness must include subordination terms and conditions that are at least as favorable to the
Lender Group as those that were applicable to the refinanced, renewed, or




24









 





extended Indebtedness, and (iv) the Indebtedness that is refinanced, renewed, or extended is
not recourse to any Person that is liable on account of the Obligations other than those Persons
which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended,




          (f) endorsement of instruments or other payment items for deposit, and




          (g) Indebtedness comprising Permitted Investments.




     6.2 Liens. Create, incur, assume, or suffer to exist, directly or indirectly, any
Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired,
or any income or profits therefrom, except for Permitted Liens (including Liens that are
continuations or replacements of Permitted Liens to the extent that the original Indebtedness is
refinanced, renewed, or extended under Section 6.1(e) and so long as the replacement Liens only
encumber those assets that secured the refinanced, renewed, or extended Indebtedness).



     6.3 Restrictions on Fundamental Changes.



          (a) Enter into any Fundamental Transaction or other consolidation, reorganization or
recapitalization (other than any merger (x) between any Domestic Subsidiary and Borrower in which
Borrower is the surviving corporation or (y) between two Foreign Subsidiaries of Borrower) not
otherwise permitted under the Loan Documents, or reclassify its capital stock other than pursuant
to the terms of such capital stock (except for common stock dividends, splits, reverse splits or
other similar transactions);




          (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution),




          (c) Convey, sell, lease, license, assign, transfer, or otherwise dispose of, in one
transaction or a series of transactions, all or substantially all of its assets, or




          (d) Other than Permitted Dispositions, suspend or go out of a substantial portion of its or
their business.




     6.4 Disposal of Assets. Except as set forth on Schedule 6.4, other than Permitted
Dispositions, convey, sell, lease, license, assign, transfer, or otherwise dispose of any of the
assets of Borrower or any Subsidiary of Borrower.



     6.5 Change Name. Change Borrower’s or any its Subsidiaries’ name, organizational
identification number, state of organization, or organizational identity; provided, however, that
Borrower or a Subsidiary of Borrower may change its name upon at least 30 days’ prior written
notice by Borrower to Agent of such change and so long as, at the time of such written
notification, such Borrower or Subsidiary provides any financing statements necessary to perfect
and continue perfected the Agent’s Liens.



     6.6 Nature of Business. Make any change in the principal nature of their business.



     6.7 Prepayments and Amendments. Except in connection with a refinancing permitted by
Section 6.1(e):



25









 





          (a) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of
Borrower or a Subsidiary of Borrower, other than the Obligations in accordance with this Agreement
and the Indebtedness evidenced by the Senior Loan Documents in accordance with the terms thereof,




          (b) make any payment on account of Indebtedness that has been contractually subordinated in
right of payment if such payment is not permitted at such time under the subordination terms and
conditions, or




          (c) directly or indirectly, materially amend, modify, alter, increase, or change any of the
terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing
or concerning Indebtedness permitted under Section 6.1(b).




     6.8 Change of Control. Cause or permit, directly or indirectly, any Change of
Control.



     6.9 Consignments. Consign any of their Inventory or sell any of their Inventory on
bill and hold, sale or return, sale on approval, or other conditional terms of sale.



     6.10 Distributions. Other than distributions or declaration and payment of dividends
by any Subsidiary of Borrower to Borrower, or by any Foreign Subsidiary of Borrower to any other
Subsidiary of Borrower, make any distribution or declare or pay any dividends (in cash or other
property, other than common stock) on, or purchase, acquire, redeem, or retire any of the capital
stock of Borrower, of any class, whether now or hereafter outstanding except for cashless exercises
(including by delivery of previously outstanding shares) or termination of options or warrants or
similar transactions.



     6.11 Accounting Methods. Modify or change their fiscal year or materially modify or
change their method of accounting (other than as may be required to conform to GAAP or to comply
with SEC reporting requirements) or enter into, modify, or terminate any agreement currently
existing or at any time hereafter entered into with any third party accounting firm or service
bureau for the preparation or storage of Borrower’s accounting records in a manner that would
result in said accounting firm or service bureau declining to provide Agent information regarding
Borrower’s and its Subsidiaries’ financial condition.



     6.12 Investments. Except for Permitted Investments, directly or indirectly, make or
acquire any Investment, or incur any liabilities (including contingent obligations) other than
Indebtedness permitted under Section 6.1 for or in connection with any Investment; provided,
however, that Borrower shall not have Permitted Investments in Securities Accounts in an aggregate
amount in excess of $50,000 at any one time unless Borrower and the applicable securities
intermediary or bank have entered into Control Agreements governing such Permitted Investments in
order to perfect (and further establish) the Agent’s Liens in such Permitted Investments. Subject
to the foregoing proviso, Borrower shall not establish or maintain any Securities Account or
Deposit Account (other than Store Deposit Accounts) unless Agent shall have received a Control
Agreement in respect of such Securities Account or Deposit Account.



     6.13 Transactions with Affiliates. Except as set forth on Schedule 6.13, directly or
indirectly enter into or permit to exist any transaction with any Affiliate of Borrower except for



26









 







transactions that (a) are upon fair and reasonable terms, and (b) are no less favorable to
Borrower or its Subsidiaries, as applicable, than would be obtained in an arm’s length transaction
with a non-Affiliate.



     6.14 Use of Proceeds. Use the proceeds of the Term Loan for any purpose other than
(a) the partial repayment of the Indebtedness of Borrower due under the Senior Loan Documents,
(b) working capital for business operations and (c) fees and expenses related to this Agreement.



     6.15 Inventory and Equipment with Bailees. Except as set forth on Schedule 4.5, store
any Inventory or Equipment of Borrower at any time now or hereafter with a bailee, warehouseman, or
similar party without Agent’s prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed.



     6.16 Financial Covenants.



          (a) Tangible Net Worth. Fail to achieve Tangible Net Worth, measured on a fiscal quarter-end
basis, of not less than the required amount set forth in the following table on the date set forth
opposite thereto:



	 	 	 	 	 
	Applicable Date	 	Applicable Amount
	May 3, 2008

	 	$	10,369,508	 
	August 2, 2008

	 	$	8,010,428	 
	November 1, 2008

	 	$	2,791,630	 
	January 31, 2009

	 	$	8,298,878	 
	May 2, 2009

	 	$	5,341,871	 
	August 1, 2009

	 	$	2,751,000	 
	October 31, 2009

	 	$	(2,807,935	)
	January 30, 2010

	 	$	1,663,997	 
	May 1, 2010

	 	$	(1,730,058	)
	July 31, 2010

	 	$	(4,107,320	)
	October 30, 2010

	 	$	(9,569,175	)






          (b) Minimum EBITDA. Fail to achieve EBITDA, measured on a fiscal year to date basis, of not
less than the required amount set forth in the following table for the applicable period set forth
opposite thereto:




	 	 	 	 	 
	Applicable Period	 	Applicable Amount
	February 3, 2008 to May 3, 2008

	 	$	(1,130,419	)
	February 3, 2008 to August 2, 2008

	 	$	(1,058,178	)
	February 3, 2008 to November 1, 2008

	 	$	(3,710,683	)






27









 






	 	 	 	 	 
	Applicable Period	 	Applicable Amount
	February 3, 2008 to January 31, 2009

	 	$	4,305,231	 
	February 1, 2009 to May 2, 2009

	 	$	(1,338,523	)
	February 1, 2009 to August 1, 2009

	 	$	(1,266,327	)
	February 1, 2009 to October 31, 2009

	 	$	(4,134,907	)
	February 1, 2009 to January 30, 2010

	 	$	4,576,432	 
	January 31, 2010 to May 1, 2010

	 	$	(1,462,274	)
	January 31, 2010 to July 31, 2010

	 	$	(1,326,164	)
	January 31, 2010 to October 30, 2010

	 	$	(4,252,196	)






          (c) Capital Expenditures.Make Capital Expenditures in a fiscal year of Borrower in excess of
the amount set forth in the following table for the applicable year set forth opposite thereto.




	 	 	 
	Applicable Year	 	Applicable Amount
	2008

	 	$1,500,000
	2009
	 	$2,000,000
	2010
	 	$3,000,000






     6.17 No Transactions Prohibited Under ERISA; Unfunded Liability.



          (a) Directly or indirectly




               (i) engage in any prohibited transaction which is reasonably likely to result in a civil
penalty or excise tax described in Sections 406 of ERISA or 4975 of the IRC for which a statutory
or class exemption is not available or a private exemption has not been previously obtained from
the Department of Labor;



               (ii) permit to exist with respect to any Benefit Plan any accumulated funding deficiency (as
defined in Sections 302 of ERISA and 412 of the IRC), whether or not waived;



               (iii) fail to pay timely required contributions or annual installments due with respect to any
waived funding deficiency to any Benefit Plan;



               (iv) terminate any Benefit Plan where such event would result in any liability of Borrower,
any Subsidiary of Borrower or any of their ERISA Affiliates under Title IV of ERISA which was not
paid in connection with such termination;



               (v) fail to make any required contribution or payment to any Multiemployer Plan;



28









 





               (vi) fail to pay any required installment or any other payment required under Section 412 of
the IRC on or before the due date for such installment or other payment;



               (vii) amend a Plan resulting in an increase in current liability for the Plan year such that
Borrower, any Subsidiary of Borrower or any of their ERISA Affiliates is required to provide
security to such Plan under Section 401(a)(29) of the IRC; or



               (viii) withdraw from any Multiemployer Plan where such withdrawal is reasonably likely to
result in any liability of such entity under Title IV of ERISA;


which, individually or in the aggregate, results in or reasonably would be expected to result in a
claim against or liability of Borrower, any of its Subsidiaries or any of their ERISA Affiliates in
excess of $1,000,000.





	7.	 	EVENTS OF DEFAULT.





     Any one or more of the following events shall constitute an event of default (each, an
“Event of Default”) under this Agreement:



     7.1 If Borrower fails to pay when due and payable, or when declared due and payable, (a) all
or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group,
reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof
constituting principal) constituting Obligations (including any portion thereof that accrues after
the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole
or in part as a claim in any such Insolvency Proceeding), and such failure continues for a period
of 3 Business Days after notice from Agent, or (b) all or any portion of the principal of the
Obligations;



     7.2 If Borrower or any Subsidiary of Borrower



          (a) fail to perform or observe any covenant or other agreement contained in any of
Sections 5.2, 5.5, 5.8, 5.12(a), 5.14, 5.16, or
6.1 through 6.17 of this Agreement;




          (b) fail to perform or observe any covenant or other agreement contained in any of
Sections 5.1, 5.6, 5.7, 5.9, 5.10 5.11,
5.12(b), or 5.15 of this Agreement and such failure continues for a period of 30
days after the earlier of (i) the date on which such failure shall first become known to any
Authorized Officer or (ii) written notice thereof is given to Borrower by Agent;




          (c) fail to perform any covenant or other agreement contained in Section 5.3, and such
failure continues for a period of 5 Business Days after notice from Agent;




          (d) fail to pay liquidated damages pursuant to Section 2(b) of the Registration Rights
Agreement and such failure continues for a period of 10 Business Days after the earlier of (i) the
date on which such failure shall first become known to any Authorized Officer or (ii) written
notice thereof is given to Borrower by Agent; or




29









 








          (e) fail to perform or observe any covenant or other agreement contained in this Agreement, or
in any of the other Loan Documents (excluding the Registration Rights Agreement, except as provided
in Section 7.2(d) of this Agreement); in each case, other than any such covenant or agreement that
is the subject of another provision of this Section 7 (in which event such other provision
of this Section 7 shall govern), and such failure continues for a period of 30 days after
the earlier of (i) the date on which such failure shall first become known to any Authorized
Officer or (ii) written notice thereof is given to Borrower by Agent; provided,
however, the failure to timely make any filings or notices, including Current Reports on
Form 8-K, required by the Commission or the Trading Market on which the Common Stock is listed
shall not constitute an Event of Default unless such required filing or notice is not made after a
period of 30 Trading Days after the date that Agent submits written demand to Borrower to make such
required filing or notice (regardless of whether any such filing shall remain late under rules of
the Commission or such Trading Market).




     7.3 If any material portion of the assets of Borrower or any material portion of the assets of
Borrower and its Subsidiaries, taken as a whole, is attached, seized, subjected to a writ or
distress warrant, or is levied upon, or comes into the possession of any third Person and the same
is not discharged before the earlier of 30 days after the date it first arises or 5 days prior to
the date on which such property or asset is subject to forfeiture by Borrower or the applicable
Subsidiary;



     7.4 If an Insolvency Proceeding is commenced by Borrower;



     7.5 If an Insolvency Proceeding is commenced against Borrower or any Subsidiary of Borrower
and any of the following events occur: (a) Borrower or its applicable Subsidiary consents to the
institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency
Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not
dismissed within 60 calendar days of the date of the filing thereof, (d) an interim trustee is
appointed to take possession of all or any substantial portion of the properties or assets of, or
to operate all or any substantial portion of the business of, Borrower or any Subsidiary of
Borrower, or (e) an order for relief shall have been issued or entered therein;



     7.6 If Borrower or any Subsidiary of Borrower is enjoined, restrained, or in any way prevented
by court order from continuing to conduct all or any material part of its business affairs;



     7.7 If one or more judgments, orders, or awards involving an aggregate amount of $500,000 or
more (except to the extent covered by insurance pursuant to which the insurer has accepted
liability therefor in writing) shall be entered or filed against Borrower or any Subsidiary of
Borrower or with respect to any of their respective assets, and the same is not released,
discharged, bonded against, or stayed pending appeal before the earlier of 30 days after the date
it first arises or 5 days prior to the date on which such asset is subject to being forfeited by
Borrower or the applicable Subsidiary;



     7.8 If Borrower or any Subsidiary thereof (a) fails to pay when due any Material Debt
Agreement or (b) fails to observe or perform any other obligation under any Material Debt



30









 







Agreement, and such failure results in the obligations thereunder becoming or being declared
due and payable prior to the date on which they would otherwise become due and payable;



     7.9 If any material warranty, representation, statement, or Record made herein or in any other
Loan Document or delivered to Lender in connection with this Agreement or any other Loan Document
by Borrower or any officer, employee or director of Borrower, proves to have been untrue in any
material respect when made;



     7.10 If Borrower shall breach its obligations in any material respect under any of the Senior
Loan Documents or Debenture Documents and such breach shall continue beyond any applicable notice
and cure period;



     7.11 If the Security Agreement or any other Loan Document that purports to create a Lien,
shall, for any reason, fail or cease to create a valid and perfected Lien (which is subject only to
Permitted Liens) on or security interest in any material portion of the Collateral covered hereby
or thereby (taken as a whole), except as a result of a disposition of the applicable Collateral in
a transaction permitted under this Agreement; or



     7.12 Any material provision of any Loan Document (except the Registration Rights Agreement)
shall at any time for any reason be declared to be null and void, or the validity or enforceability
thereof shall be contested by Borrower or any Subsidiary of Borrower, or a proceeding shall be
commenced by Borrower or any Subsidiary of Borrower, or by any Governmental Authority having
jurisdiction over Borrower or any Subsidiary of Borrower, seeking to establish the invalidity or
unenforceability thereof.




	8.	 	THE LENDER GROUP’S RIGHTS AND REMEDIES.





     8.1 Rights and Remedies. Upon the occurrence, and during the continuation, of an
Event of Default, the Required Lenders (at their election but without notice of their election and
without demand) may authorize and instruct Agent to do any one or more of the following on behalf
of the Lender Group (and Agent, acting upon the instructions of the Required Lenders, shall do the
same on behalf of the Lender Group), all of which are authorized by Borrower:



          (a) Declare all or any portion of the Obligations, whether evidenced by this Agreement, by any
of the other Loan Documents, or otherwise, immediately due and payable;




          (b) Cease advancing money or extending credit to or for the benefit of Borrower under this
Agreement, under any of the Loan Documents, or under any other agreement between Borrower and the
Lender Group;




          (c) Terminate this Agreement and any of the other Loan Documents as to any future liability or
obligation of the Lender Group, but without affecting any of the Agent’s Liens in the Collateral
and without affecting the Obligations; and




          (d) The Lender Group shall have all other rights and remedies available at law or in equity or
pursuant to any other Loan Document.




31









 




The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default
described in Section 7.4 or Section 7.5, in addition to the remedies set forth
above, without any notice to Borrower or any other Person or any act by the Lender Group, the
Commitments shall automatically terminate and the Obligations then outstanding, together with all
accrued and unpaid interest thereon and all fees and all other amounts due under this Agreement and
the other Loan Documents, shall automatically and immediately become due and payable, without
presentment, demand, protest, or notice of any kind, all of which are expressly waived by Borrower.




     8.2 Remedies Cumulative. The rights and remedies of the Lender Group under this
Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender
Group shall have all other rights and remedies not inconsistent herewith as provided under the
Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed
an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing
waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.




	9.	 	TAXES AND EXPENSES.





     If Borrower fails to pay any monies (whether taxes, assessments, insurance premiums, or, in
the case of leased properties or assets, rents or other amounts payable under such leases) due to
third Persons, or fails to make any deposits or furnish any required proof of payment or deposit,
all as and to the extent required under the terms of this Agreement, then, Agent, in its sole
discretion and after prior written notice to Borrower, may do any or all of the following:
(a) make payment of the same or any part thereof (except to the extent Borrower has advised Agent
of a good faith dispute as to the amount, timing or propriety of such payment), or (b) in the case
of the failure to comply with Section 5.8 hereof, obtain and maintain insurance policies of
the type described in Section 5.8 and take any action with respect to such policies as
Agent deems prudent. Any such amounts paid by Agent shall constitute Lender Group Expenses and any
such payments shall not constitute an agreement by the Lender Group to make similar payments in the
future or a waiver by the Lender Group of any Event of Default under this Agreement. Agent need
not inquire as to, or contest the validity of, any such expense, tax, or Lien and the receipt of
the usual official notice for the payment thereof shall be conclusive evidence that the same was
validly due and owing.



10. WAIVERS; INDEMNIFICATION.




     10.1 Demand; Protest; etc. Borrower waives demand, protest, notice of protest, notice
of default or dishonor (other than any notice required under this Agreement), notice of payment and
nonpayment (other than any notice required under this Agreement), nonpayment at maturity, release,
compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and
guarantees at any time held by the Lender Group on which Borrower may in any way be liable.



     10.2 The Lender Group’s Liability for Collateral. Borrower hereby agrees that:
(a) so long as the Lender Group complies with its obligations, if any, under the Code, the Lender
Group shall not in any way or manner be liable or responsible for: (i) the safekeeping of the



32









 







Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from
any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier,
warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or
destruction of the Collateral shall be borne by Borrower.



     10.3 Indemnification. Borrower shall pay, indemnify, defend, and hold the
Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an “Indemnified
Person”) harmless (to the fullest extent permitted by law) from and against any and all claims,
demands, suits, actions, investigations, proceedings, and damages, and all reasonable attorneys
fees and disbursements and other costs and expenses actually incurred in connection therewith or in
connection with the enforcement of this indemnification (as and when they are incurred and
irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred
by any of them (a) in connection with or as a result of or related to the execution, delivery,
enforcement, performance, or administration (including any restructuring or workout with respect
hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby
or thereby or in connection with the monitoring of Borrower’s or its Subsidiaries’ compliance with
the terms of the Loan Documents, and (b) with respect to any investigation, litigation, or
proceeding related to this Agreement, any other Loan Document, or the use of the proceeds of the
credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or
any act, omission, event, or circumstance in any manner related thereto (all the foregoing,
collectively, the “Indemnified Liabilities”). The foregoing to the contrary notwithstanding,
Borrower shall have no obligation to any Indemnified Person under this Section 10.3 with respect to
any Indemnified Liability that a court of competent jurisdiction finally determines to have
resulted from the gross negligence or willful misconduct of such Indemnified Person. This
provision shall survive the termination of this Agreement and the repayment of the Obligations.
WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO
INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT
OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.



     10.4 Special Damages. Each party hereto hereby irrevocably and unconditionally waives
any right it may have to claim or recover any special, exemplary, punitive or consequential damages
in any legal action, suit or proceeding with respect to Loan Documents.




	11.	 	NOTICES.





     Unless otherwise provided in this Agreement, all notices or demands by Borrower or Agent to
the other relating to this Agreement or any other Loan Document shall be in writing and (except for
financial statements and other informational documents which may be sent by first-class mail,
postage prepaid) shall be personally delivered or sent by registered or certified mail (postage
prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as
Borrower or Agent, as applicable, may designate to each other in accordance herewith), or
telefacsimile to Borrower or to Agent, as the case may be, at its address set forth below:



33









 





	 	 	 
	If to Borrower:

	 	BAKERS FOOTWEAR GROUP, INC.
	 

	 	2815 Scott Avenue
	 

	 	St. Louis, Missouri 63103
	 

	 	Attention: Peter A. Edison, Chief Executive Officer
	 

	 	Fax No.: (314) 641-0390
	 
	 	 
	With a copy to:

	 	Bryan Cave LLP
	 

	 	211 N. Broadway, Suite 3600
	 

	 	St. Louis, Missouri 63102
	 

	 	Attention: Harold R. Burroughs, Esq.
	 

	 	Fax No.: (314) 552-8706
	 
	 	 
	If to Agent:

	 	PRIVATE EQUITY MANAGEMENT GROUP, INC.
	 

	 	1 Park Plaza, Suite 550
	 

	 	Irvine, California 92614
	 

	 	Attention: Peter Paul Mendel, Esq., General Counsel
	 

	 	Fax No.: (949) 757-0978
	 
	 	 
	With a copy to:

	 	Jeffer, Mangels, Butler & Marmaro LLP
	 

	 	1900 Avenue of the Stars, 7th Floor
	 

	 	Los Angeles, California 90067
	 

	 	Attn: Joel J. Berman, Esq.
	 

	 	Fax No.: (310) 203-0567






     Agent and Borrower may change the address at which they are to receive notices hereunder, by
notice in writing in the foregoing manner given to the other party. All notices or demands sent in
accordance with this Section 11, other than notices by Agent in connection with enforcement
rights against the Collateral under the provisions of the Code, shall be deemed received on the
earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail.
Borrower acknowledges and agrees that notices sent by the Lender Group in connection with the
exercise of enforcement rights against Collateral under the provisions of the Code shall be deemed
sent when deposited in the mail or personally delivered, or, where permitted by law, transmitted by
telefacsimile or any other method set forth above.




	12.	 	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.





     (a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO
THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND
THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO
SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA WITHOUT REGARD TO ITS CONFLICTS OF LAWS AND PRINCIPLES.



34









 





     (b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND TO THE
EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION
WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.
BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,
ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR
TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION
12(b).



     (c) BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN,
INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED
THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.




	13.	 	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.





     13.1 Assignments and Participations.



          (a) Neither Agent nor any Lender may assign or transfer all, or any part, of the Obligations,
the Commitments and any other rights and obligations of such Agent or such Lender hereunder and
under the Loan Documents except as provided herein. The Obligations, Commitments and any other
rights and obligations of Agent and each Lender hereunder and under the Loan Documents must be
transferred pursuant to a registration statement filed under the Securities Act of 1933, as
amended, or an exemption from such registration. The Borrower shall be entitled to advance notice
of any transfer and reasonable assurance, including an opinion of counsel reasonably acceptable to
the Borrower, that such transfer complies with applicable securities laws. Any Lender may assign
and delegate to one or more assignees (each an “Assignee”) that are Eligible Transferees
all, or any ratable part of all, of the Obligations, the Commitments and the other rights and
obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of
$5,000,000 (except such minimum amount shall not apply to an assignment and delegation by a Lender
to (x) any other Lender or an Affiliate of such Lender or a Related Fund of such Lender, (y) a
group of new Lenders, each of which is an Affiliate or Related Fund of each other so long as the
aggregate amount to be assigned to such



35









 






group is at least $5,000,000 or (z) if as a result of such assignment such Lender shall cease
to be a party hereto); provided, however, that, Borrower and Agent may continue to
deal solely and directly with such Lender in connection with the interest so assigned to an
Assignee until (i) written notice of such assignment, together with payment instructions,
addresses, and related information with respect to the Assignee, have been given to Agent by such
Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Agent an Assignment
and Acceptance, and (iii) the assigning Lender or Assignee has paid to Agent for Agent’s separate
account a processing fee in the amount of $5,000. Notwithstanding the preceding sentence, the
payment of any fees shall not be required and the Assignee need not be an Eligible Transferee if
(x) such assignment is in connection with any merger, consolidation, sale, transfer, or other
disposition of all or any substantial portion of the business or loan portfolio of the assigning
Lender or (y) the assignee is a Lender or an Affiliate of a Lender or a Related Fund of a Lender;
provided that any such assignment must otherwise comply with applicable securities laws and the
other provisions of this Section 13.1(a).




          (b) From and after the date that Agent notifies the assigning Lender (with a copy to Borrower)
that it has received an executed Assignment and Acceptance and payment of the above-referenced
processing fee (if required), (i) the Assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment
and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and
(ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the
other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights (except with respect to Section 10.3 hereof) and be released from any
future obligations under this Agreement (and in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement
and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such
assignment shall effect a novation between Borrower and the Assignee; provided,
however, that nothing contained herein shall release any assigning Lender from obligations
that survive the termination of this Agreement, including such assigning Lender’s obligations under
Article 15 and Section 16.7 of this Agreement.




          (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder
and the Assignee thereunder confirm to and agree with each other and the other parties hereto as
follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any
other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition of Borrower or the
performance or observance by Borrower of any of its obligations under this Agreement or any other
Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of
this Agreement, together with such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such
Assignee will, independently and without reliance upon Agent, such assigning Lender 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 this Agreement, (5)
such Assignee appoints



36









 






and authorizes Agent to take such actions and to exercise such powers under this Agreement as
are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental
thereto, and (6) such Assignee agrees that it will perform all of the obligations which by the
terms of this Agreement are required to be performed by it as a Lender.




          (d) Immediately upon Agent’s receipt of any processing fee payment (if required) and the fully
executed Assignment and Acceptance this Agreement shall be deemed to be amended to the extent, but
only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment
of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such
Commitments of the assigning Lender pro tanto.




          (e) In connection with any such assignment or proposed assignment, a Lender may, subject to
the provisions of Section 16.7, disclose all documents and information which it now or
hereafter may have relating to Borrower and its Subsidiaries and their respective businesses.




          (f) Agent shall, acting solely for this purpose as a non-fiduciary agent of Borrower,
maintain, or cause to be maintained, a register (the “Register”) on which it shall enter
the names and addresses of the Lenders and the Commitments of, and the principal amount of the Term
Loan (and stated interest thereon) owing to, each Lender from time to time. Subject to the last
sentence of this Section 13.1(f), the entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and Borrower, Agent and Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by Borrower and any Lender at any
reasonable time and from time to time upon reasonable notice.




          (g) A Registered Loan (and the Registered Note evidencing the same) may be assigned or sold in
whole or in part only by registration of such assignment or sale on the Register (and each
Registered Note shall expressly so provide). Any assignment or sale of all or part of such
Registered Loan (and the Registered Note evidencing the same) may be effected only by registration
of such assignment or sale on the Register, together with the surrender of the Registered Note
evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale
duly executed by) the holder of such Registered Note, whereupon, at the request of the designated
assignee(s) or transferee(s), one or more new Registered Notes in the same aggregate principal
amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration
of assignment or sale of any Registered Loan (and the Registered Note evidencing the same), Agent
and Borrower shall treat the Person in whose name such Registered Loan (and the Registered Note, if
any, evidencing the same) is registered as the owner thereof for the purpose of receiving all
payments thereon, notwithstanding notice to the contrary.




     13.2 Successors. This Agreement shall bind and inure to the benefit of the respective
successors and assigns of each of the parties; provided, however, that Borrower may not assign this
Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any
prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders
shall release Borrower from its Obligations. A Lender may assign this Agreement and the other Loan
Documents and its rights and duties hereunder and thereunder pursuant to Section



37









 




13.1 hereof and, except as expressly required pursuant to Section 13.1 hereof,
no consent or approval by Borrower is required in connection with any such assignment.





	14.	 	AMENDMENTS; WAIVERS.





     14.1 Amendments and Waivers. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent with respect to any departure by Borrower
therefrom, shall be effective unless the same shall be in writing and signed by the Required
Lenders (or by Agent at the written request of the Required Lenders) and Borrower and then any such
waiver or consent shall be effective, but only in the specific instance and for the specific
purpose for which given; provided, however, that no such waiver, amendment, or consent shall,
unless in writing and signed by all of the Lenders and Borrower, do any of the following:



          (a) increase or extend any Commitment of any Lender,




          (b) postpone or delay any date fixed by this Agreement or any other Loan Document for any
payment of principal, interest, fees, or other amounts due hereunder or under any other Loan
Document,




          (c) reduce the principal of, or the rate of interest on, any loan or other extension of credit
hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document,




          (d) change the Pro Rata Share that is required to take any action hereunder,




          (e) amend or modify this Section or any provision of this Agreement providing for consent or
other action by all Lenders,




          (f) other than as permitted by Section 15.12, release Agent’s Lien in and to any of
the Collateral,




          (g) change the definition of “Required Lenders” or “Pro Rata Share”,




          (h) contractually subordinate any of the Agent’s Liens,




          (i) release Borrower from any obligation for the payment of money, or




          (j) amend any of the provisions of Sections 2.2, 2.4(b), or 15



and, provided further, however, that no amendment, waiver or consent shall, unless
in writing and signed by Agent, affect the rights or duties of Agent under this Agreement or any
other Loan Document. The foregoing notwithstanding, any amendment, modification, waiver, consent,
termination, or release of, or with respect to, any provision of this Agreement or any other Loan
Document that relates only to the relationship of the Lender Group among themselves, and that does
not affect the rights or obligations of Borrower, shall not require consent by or the agreement of
Borrower.




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     14.2 Replacement of Holdout Lender.



          (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous
consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails
to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior
irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or
more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have
no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall
specify an effective date for such replacement, which date shall not be later than 15 Business Days
after the date such notice is given.




          (b) Prior to the effective date of such replacement, the Holdout Lender and each Replacement
Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender
being repaid its share of the outstanding Obligations without any premium or penalty of any kind
whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment
and Acceptance prior to the effective date of such replacement, the Holdout Lender shall be deemed
to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout
Lender shall be made in accordance with the terms of Section 13.1. Until such time as the
Replacement Lenders shall have acquired all of the Obligations, the Commitment, and the other
rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the
Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of the Term Loan.




     14.3 No Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise
any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or
any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any
Lender will be effective unless it is in writing, and then only to the extent specifically stated.
No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s
rights thereafter to require strict performance by Borrower of any provision of this Agreement.
Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will be
cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.




	15.	 	AGENT; THE LENDER GROUP.





     15.1 Appointment and Authorization of Agent. Each Lender hereby designates and
appoints PEMG as its representative under this Agreement and the other Loan Documents and each
Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents
on its behalf and to take such other action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties as are expressly
delegated to Agent by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto. Agent agrees to act as such on the express conditions
contained in this Section 15. The provisions of this Section 15 (other than the proviso to Section
15.11(a)) are solely for the benefit of Agent, and the Lenders, and Borrower and its Subsidiaries
shall have no rights as a third party beneficiary of any of the provisions contained herein. Any
provision to the contrary contained elsewhere in this Agreement or in any other Loan Document
notwithstanding, Agent shall not have any duties or



39









 




responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed
to have any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other
Loan Document or otherwise exist against Agent; it being expressly understood and agreed that the
use of the word “Agent” is for convenience only, that PEMG is merely the representative of the
Lenders, and only has the contractual duties set forth herein. Except as expressly otherwise
provided in this Agreement, Agent shall have and may use its sole discretion with respect to
exercising or refraining from exercising any discretionary rights or taking or refraining from
taking any actions that Agent expressly is entitled to take or assert under or pursuant to this
Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of
any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree
that Agent shall have the right to exercise the following powers as long as this Agreement remains
in effect: (a) maintain, in accordance with its customary business practices, ledgers and records
reflecting the status of the Obligations, the Collateral, the Collections of Borrower and its
Subsidiaries, and related matters, (b) execute or file any and all financing or similar statements
or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and
other written agreements with respect to the Loan Documents, (c) make portions of the Loans, for
itself or on behalf of Lenders as provided in the Loan Documents, (d) exclusively receive, apply,
and distribute the Collections of Borrower and its Subsidiaries as provided in the Loan Documents,
(e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and
appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the
Collateral and the Collections of Borrower and its Subsidiaries, (f) perform, exercise, and enforce
any and all other rights and remedies of the Lender Group with respect to Borrower, the
Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, or otherwise related
to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses
as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and
powers pursuant to the Loan Documents.




     15.2 Delegation of Duties. Agent may execute any of its duties under this Agreement
or any other Loan Document by or through agents, employees or attorneys in fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be
responsible for the negligence or misconduct of any agent or attorney in fact that it selects as
long as such selection was made without gross negligence or willful misconduct.



     15.3 Liability of Agent. None of the Agent Related Persons shall (a) be liable for
any action taken or omitted to be taken by any of them under or in connection with this Agreement
or any other Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders for
any recital, statement, representation or warranty made by Borrower or any Affiliate of Borrower,
or any officer or director thereof, contained in this Agreement or in any other Loan Document, or
in any certificate, report, statement or other document referred to or provided for in, or received
by Agent under or in connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of Borrower or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent Related Person shall be under any obligation to any
Lender to ascertain or to inquire as to the observance or



40









 







performance of any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the books and records or properties of Borrower or the books or
records or properties of Borrower’s Subsidiaries or Affiliates.



     15.4 Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected
in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter,
telegram, telefacsimile or other electronic method of transmission, telex or telephone message,
statement or other document or conversation believed by it to be genuine and correct and to have
been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal
counsel (including counsel to Borrower or counsel to any Lender), independent accountants and other
experts selected by Agent. Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless Agent shall first receive such advice
or concurrence of the requisite Lenders as it deems appropriate and until such instructions are
received, Agent shall refrain from acting as it deems advisable. If Agent so requests, it shall
first be indemnified to its reasonable satisfaction by the Lenders against any and all liability
and expense that may be incurred by it by reason of taking or continuing to take any such action.
Agent shall in all cases be fully protected in acting, or in refraining from acting, under this
Agreement or any other Loan Document in accordance with a request or consent of the requisite
Lenders and such request and any action taken or failure to act pursuant thereto shall be binding
upon all of the Lenders.



     15.5 Notice of Default or Event of Default. Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except with respect to
defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for
the account of the Lenders and except with respect to Events of Default of which Agent has actual
knowledge, unless Agent shall have received written notice from a Lender or Borrower referring to
this Agreement, describing such Default or Event of Default, and stating that such notice is a
“notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or
of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual
knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of
such Event of Default. Each Lender shall be solely responsible for giving any notices to its
Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such
Default or Event of Default as may be requested by the Required Lenders in accordance with Section
8; provided, however, that unless and until Agent has received any such request, Agent may refrain
from taking such action with respect to such Default or Event of Default as it shall deem
advisable.



     15.6 Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons
has made any representation or warranty to it, and that no act by Agent hereinafter taken,
including any review of the affairs of Borrower and its Subsidiaries or Affiliates, shall be deemed
to constitute any representation or warranty by any Agent-Related Person to any Lender. Each
Lender represents to Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of Borrower and any other Person party to a Loan Document, and
all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend



41









 







credit to Borrower. Each Lender also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of Borrower and any other Person party
to a Loan Document. Except for notices, reports, and other documents expressly herein required to
be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of Borrower and any other Person party
to a Loan Document that may come into the possession of any of the Agent-Related Persons.



     15.7 Costs and Expenses; Indemnification. Agent may incur and pay Lender Group
Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and
fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including
court costs, reasonable attorneys fees and expenses, fees and expenses of financial accountants,
advisors, consultants, and appraisers, costs of collection by outside collection agencies,
auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain
the Collateral, whether or not Borrower is obligated to reimburse Agent or Lenders for such
expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and
retain sufficient amounts from the Collections of Borrower and its Subsidiaries received by Agent
to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any
amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the
Collections of Borrower and its Subsidiaries received by Agent, each Lender hereby agrees that it
is and shall be obligated to pay to or reimburse Agent for the amount of such Lender’s Pro Rata
Share thereof. Whether or not the transactions contemplated hereby are consummated, the Lenders
shall indemnify upon demand the Agent Related Persons (to the extent not reimbursed by or on behalf
of Borrower and without limiting the obligation of Borrower to do so), according to their Pro Rata
Shares, from and against any and all Indemnified Liabilities; provided, however, that no Lender
shall be liable for the payment to any Agent Related Person of any portion of such Indemnified
Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall
any Lender be liable for the obligations of any Defaulting Lender in failing to make any portion of
the Term Loan or any other extension of credit hereunder. Without limitation of the foregoing,
each Lender shall reimburse Agent upon demand for such Lender’s Pro Rata Share of any costs or out
of pocket expenses (including reasonable fees and expenses of attorneys, accountants, advisors, and
consultants fees and expenses) incurred by Agent in connection with the preparation, execution,
delivery, administration, modification, amendment, or enforcement (whether through negotiations,
legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under,
this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to
the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The
undertaking in this Section shall survive the payment of all Obligations hereunder and the
resignation or replacement of Agent.



     15.8 Agent in Individual Capacity. PEMG and its Affiliates may make loans to, issue
letters of credit for the account of, accept deposits from, acquire equity interests in, and



42









 







generally engage in any kind of banking, trust, financial advisory, underwriting, or other
business with Borrower and its Subsidiaries and Affiliates and any other Person party to any Loan
Documents as though PEMG were not Agent hereunder, and, in each case, without notice to or consent
of the other members of the Lender Group. The other members of the Lender Group acknowledge that,
pursuant to such activities, PEMG or its Affiliates may receive information regarding Borrower or
its Affiliates and any other Person party to any Loan Documents that is subject to confidentiality
obligations in favor of Borrower or such other Person and that prohibit the disclosure of such
information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the
absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable
best efforts to obtain), Agent shall not be under any obligation to provide such information to
them. The terms “Lender” and “Lenders” include PEMG in its individual capacity.



     15.9 Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders
(or such shorter period agreed to by the Agent and the Required Lenders). If Agent resigns under
this Agreement, the Required Lenders (with Borrower’s approval which shall not be unreasonably
withheld, as long as an Event of Default shall not have occurred and then be continuing) shall
appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the
effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a
successor Agent. If Agent has materially breached or failed to perform any material provision of
this Agreement or of applicable law, the Required Lenders may agree in writing to remove and
replace Agent with a successor Agent from among the Lenders. In any such event, upon the
acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to
all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such
successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be
terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this
Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it
was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the
effective date of a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent
hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.



     15.10 Lender in Individual Capacity. Any Lender and its respective Affiliates may
make loans to, issue letters of credit for the account of, accept deposits from, acquire equity
interests in and generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with Borrower and its Subsidiaries and Affiliates and any other Person party to
any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent
of the other members of the Lender Group. The other members of the Lender Group acknowledge that,
pursuant to such activities, such Lender and its respective Affiliates may receive information
regarding Borrower or its Affiliates and any other Person party to any Loan Documents that is
subject to confidentiality obligations in favor of Borrower or such other Person and that prohibit
the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such
circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver
such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any
obligation to provide such information to them.



43









 





     15.11 Withholding Taxes.



          (a) All payments made by Borrower hereunder or under any note or other Loan Document will be
made without setoff, counterclaim, or other defense. In addition, all such payments will be made
free and clear of, and without deduction or withholding for, any present or future Taxes, and in
the event any deduction or withholding of Taxes is required, Borrower shall comply with the
penultimate sentence of this Section 15.11(a), subject to receipt of the necessary forms
from the Lenders. “Taxes” shall mean, any taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by
any political subdivision or taxing authority thereof or therein with respect to such payments (but
excluding any tax imposed by any jurisdiction or by any political subdivision or taxing authority
thereof or therein measured by or based on the net income or net profits of Lender) and all
interest, penalties or similar liabilities with respect thereto. If any Taxes are so levied or
imposed, Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be
necessary so that every payment of all amounts due under this Agreement, any note, or Loan
Document, including any amount paid pursuant to this Section 15.11(a) after withholding or
deduction for or on account of any Taxes, will not be less than the amount provided for herein;
provided, however, that Borrower shall not be required to increase any such amounts
if the increase in such amount payable results from Agent’s or such Lender’s own willful misconduct
or gross negligence (as finally determined by a court of competent jurisdiction). Borrower will
furnish to Lender as promptly as possible after the date the payment of any Tax is due pursuant to
applicable law certified copies of tax receipts evidencing such payment by any Borrower.




          (b) (i) If a Lender claims an exemption from United States withholding tax, such Lender shall
deliver to Agent (or, in the case of an assignee of a Lender which is (x) a Qualified Affiliate or
Qualified Related Fund of such Lender, and (y) for which an Assignment and Acceptance is not
delivered to the Agent pursuant to Section 13.1(c), to the assigning Lender only, and in
the case of a participant, to the Lender granting the participation only) the following:




                    (A) if such Lender claims an exemption from, or a reduction of, withholding tax under a United
States tax treaty, properly completed and executed IRS Form W-8BEN before receiving its first
payment under this Agreement and at any other time reasonably requested in writing by Agent or the
assigning Lender, as applicable;



                    (B) if such Lender claims that interest paid under this Agreement is exempt from United States
withholding tax because it is effectively connected with a United States trade or business of such
Lender, two properly completed and executed copies of IRS Form W-8ECI before receiving its first
payment under this Agreement and at any other time reasonably requested in writing by Agent or the
assigning Lender, as applicable; or



                    (C) such other form or forms, including IRS Form W-9, as may be required under the IRC or
other laws of the United States as a condition to exemption from, or reduction of, United States
withholding or backup withholding tax before receiving its first payment under this Agreement and
at any other time reasonably requested in writing by Agent or the assigning Lender, as applicable.



44









 





                    (ii) If a Lender claims an exemption from United States withholding tax pursuant to the
portfolio interest exception, such Lender represents that such Lender (v) is not a “bank”
as described in Section 881(c)(3)(A) of the IRC, (w) is not a 10% shareholder of Borrower within
the meaning of Sections 871(h)(3)(B) or 881(c)(3)(B) of the IRC, (x) is not a controlled foreign
corporation related to Borrower within the meaning of Sections 864(d)(4) and 881(c)(3)(C) of the
IRC, (y) has no arrangement with Borrower that would cause the interest to be “contingent”
within the meaning of Sections 871(h)(4) and 881(c)(4) of the IRC, and (z) does not reside in a
foreign country described in Sections 871(h)(6) or 881(c)(6) of the IRC. Each such Lender shall
deliver to Agent (or, in the case of an assignment to a Qualified Affiliate or Qualified Related
Fund that is made pursuant to Section 13.1(c), to the assigning Lender) a properly
completed IRS Form W-8BEN, before receiving its first payment under this Agreement and at any other
time reasonably requested in writing by Agent or the assigning Lender, as applicable.



          Notwithstanding the foregoing, such Lender may provide a form W-8IMY, where applicable, with
appropriate forms attached thereto.




          Each Lender agrees promptly to notify Agent or the assigning Lender, as applicable, of any
change in circumstances which would modify or render invalid any claimed exemption or reduction.
Notwithstanding any other provision of this Section 15.11, no Lender shall be required to
deliver any form that such Lender is not legally able to deliver.




          (c) If a Lender claims an exemption from, or reduction of, withholding tax in a jurisdiction
other than the United States, such Lender shall deliver to Agent (or, in the case of an assignee of
a Lender which is (x) a Qualified Affiliate or Qualified Related Fund of such Lender, and (y) for
which an Assignment and Acceptance is not delivered to the Agent pursuant to Section
13.1(c), to the assigning Lender only, and in the case of a participant, to the Lender granting
the participation only) any such form or forms, as may be required under the laws of such
jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup
withholding tax before receiving its first payment under this Agreement and at any other time
reasonably requested in writing by Agent or the assigning Lender, as applicable.




          Each Lender agrees promptly to notify Agent or the assigning Lender, as applicable, of any
change in circumstances which would modify or render invalid any claimed exemption or reduction.




          (d) If any Lender is entitled to a reduction in the applicable withholding tax, Agent may
withhold from any interest payment to such Lender an amount equivalent to the applicable
withholding tax after taking into account such reduction. If the forms or other documentation
required by subsection (b) or (c) of this Section 15.11 are not delivered in accordance
with such subsections, then Agent or the assigning Lender, as applicable, may withhold from any
interest payment to such Lender not providing such forms or other documentation an amount
equivalent to the applicable withholding tax.




          (e) If the IRS or any other Governmental Authority of the United States or other jurisdiction
asserts a claim that Agent or the assigning Lender, as applicable, did not properly withhold tax
from amounts paid to or for the account of any Lender due to a failure on




45









 





the part of the Lender (because the appropriate form was not delivered, was not properly
executed, or because such Lender failed to notify the proper Person of a change in circumstances
which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other
reason) such Lender shall indemnify and hold Agent or the assigning Lender, as applicable, harmless
for all amounts paid, directly or indirectly, by Agent or the assigning Lender, as applicable, as
tax or otherwise, including penalties and interest, and including any taxes imposed by any
jurisdiction on the amounts payable by Agent or the assigning Lender, as applicable, under this
Section 15.11, together with all costs and expenses (including attorneys fees and
expenses). The obligation of the Lenders under this subsection shall survive the payment of all
Obligations and the resignation or replacement of Agent.




     15.12 Collateral Matters.



          (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion,
to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and
satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or
disposed of if a release is required or desirable in connection therewith and if Borrower certifies
to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or
the other Loan Documents (and Agent may rely conclusively on any such certificate, without further
inquiry), (iii) constituting property in which neither Borrower nor any of its Subsidiaries owned
any interest at the time the Agent’s Lien was granted nor at any time thereafter, or (iv)
constituting property leased to Borrower or its Subsidiaries under a lease that has expired or is
terminated in a transaction permitted under this Agreement. Except as provided above, Agent will
not execute and deliver a release of any Lien on any Collateral without the prior written
authorization of (y) if the release is of all or substantially all of the Collateral, all of the
Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time,
the Lenders will confirm in writing Agent’s authority to release any such Liens on particular types
or items of Collateral pursuant to this Section 15.12; provided, however,
that (1) Agent shall not be required to execute any document necessary to evidence such release on
terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail
any consequence other than the release of such Lien without recourse, representation, or warranty,
and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any
Liens (other than those expressly being released) upon (or obligations of Borrower in respect of)
all interests retained by Borrower, including, the proceeds of any sale, all of which shall
continue to constitute part of the Collateral.




          (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the
Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been
encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created,
perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all
or in any particular manner or under any duty of care, disclosure or fidelity, or to continue
exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any
of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any
act, omission, or event related thereto, subject to the terms and conditions contained herein,
Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own
interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other



46









 






duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise
provided herein.




     15.13 Restrictions on Actions by Lenders; Sharing of Payments.



          (a) Each of the Lenders agrees that it shall not, without the express written consent of
Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request
of Agent, set off against the Obligations, any amounts owing by such Lender to Borrower or any
Deposit Accounts of Borrower now or hereafter maintained with such Lender. Each of the Lenders
further agrees that it shall not, unless specifically requested to do so in writing by Agent, take
or cause to be taken any action, including, the commencement of any legal or equitable proceedings,
to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.




          (b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or
otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for
any such proceeds or payments received by such Lender from Agent pursuant to the terms of this
Agreement, or (ii) payments from Agent in excess of such Lender’s ratable portion of all such
distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in kind, and
with such endorsements as may be required to negotiate the same to Agent, or in immediately
available funds, as applicable, for the account of all of the Lenders and for application to the
Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase,
without recourse or warranty, an undivided interest and participation in the Obligations owed to
the other Lenders so that such excess payment received shall be applied ratably as among the
Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such
excess payment received by the purchasing party is thereafter recovered from it, those purchases of
participations shall be rescinded in whole or in part, as applicable, and the applicable portion of
the purchase price paid therefor shall be returned to such purchasing party, but without interest
except to the extent that such purchasing party is required to pay interest in connection with the
recovery of the excess payment.




     15.14 Agency for Perfection. Agent hereby appoints each other Lender as its agent
(and each Lender hereby accepts such appointment) for the purpose of perfecting the Agent’s Liens
in assets which, in accordance with Division 8 or Division 9, as applicable, of the Code can be
perfected only by possession or control. Should any Lender obtain possession or control of any
such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request
therefor shall deliver possession or control of such Collateral to Agent or in accordance with
Agent’s instructions.



     15.15 Payments by Agent to the Lenders. All payments to be made by Agent to the
Lenders shall be made by bank wire transfer of immediately available funds pursuant to such wire
transfer instructions as each party may designate for itself by written notice to Agent.
Concurrently with each such payment, Agent shall identify whether such payment (or any portion
thereof) represents principal, premium, fees, or interest of the Obligations.



     15.16 Concerning the Collateral and Related Loan Documents. Each member of the Lender
Group authorizes and directs Agent to enter into this Agreement and the other Loan



47









 







Documents. Each member of the Lender Group agrees that any action taken by Agent in
accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral
and the exercise by Agent of its powers set forth therein or herein, together with such other
powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.



     15.17 Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other
Reports and Information. By becoming a party to this Agreement, each Lender:



          (a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes
available, a copy of each field audit or examination report (each a “Report” and
collectively, “Reports”) prepared by or at the request of Agent, and Agent shall so furnish
each Lender with such Reports,




          (b) expressly agrees and acknowledges that Agent does not (i) make any representation or
warranty as to the accuracy of any Report, and (ii) shall not be liable for any information
contained in any Report,




          (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or
examinations, that Agent or other party performing any audit or examination will inspect only
specific information regarding Borrower and will rely significantly upon the books and records of
Borrower and its Subsidiaries, as well as on representations of Borrower’s personnel,




          (d) agrees to keep all Reports and other material, non-public information regarding Borrower
and its Subsidiaries and their operations, assets, and existing and contemplated business plans in
a confidential manner in accordance with Section 16.7, and




          (e) without limiting the generality of any other indemnification provision contained in this
Agreement, agrees: (i) to hold Agent and any such other Lender preparing a Report harmless from
any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying
Lender may reach or draw from any Report in connection with any loans or other credit
accommodations that the indemnifying Lender has made or may make to Borrower, or the indemnifying
Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrower;
and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such other Lender
preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs,
expenses, and other amounts (including, attorneys fees and costs) incurred by Agent 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.



In addition to the foregoing: (x) any Lender may from time to time request of Agent in writing
that Agent provide to such Lender a copy of any report or document provided by Borrower to Agent
that has not been contemporaneously provided by Borrower to such Lender, and, upon receipt of such
request, Agent promptly shall provide a copy of same to such Lender, (y) to the extent that Agent
is entitled, under any provision of the Loan Documents, to request additional reports or
information from Borrower, any Lender may, from time to time, reasonably request


48









 






Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon Agent
promptly shall request of Borrower the additional reports or information reasonably specified by
such Lender, and, upon receipt thereof from Borrower, Agent promptly shall provide a copy of same
to such Lender, and (z) any time that Agent renders to Borrower a statement regarding the Loan
Account, Agent shall send a copy of such statement to each Lender.




     15.18 Several Obligations; No Liability. Notwithstanding that certain of the Loan
Documents now or hereafter may have been or will be executed only by or in favor of Agent in its
capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of
Agent (if any) to make any credit available hereunder shall constitute the several (and not joint)
obligations of the respective Lenders on a ratable basis, according to their respective
Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time
outstanding, the amount of their respective Commitments. Nothing contained herein shall confer
upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the
business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely
responsible for notifying its Participants of any matters relating to the Loan Documents to the
extent any such notice may be required, and no Lender shall have any obligation, duty, or liability
to any Participant of any other Lender. Except as provided in Section 16.7, no member of the
Lender Group shall have any liability for the acts of any other member of the Lender Group. No
Lender shall be responsible to Borrower or any other Person for any failure by any other Lender to
fulfill its obligations to make credit available hereunder, nor to advance for it or on its behalf
in connection with its Commitment, nor to take any other action on its behalf hereunder or in
connection with the financing contemplated herein.




	16.	 	GENERAL PROVISIONS.





     16.1 Effectiveness. This Agreement shall be binding and deemed effective when
executed by Borrower, Agent, and each Lender whose signature is provided for on the signature pages
hereof.



     16.2 Section Headings. Headings and numbers have been set forth herein for
convenience only. Unless the contrary is compelled by the context, everything contained in each
Section applies equally to this entire Agreement.



     16.3 Interpretation. Neither this Agreement or any of the other Loan Documents nor
any uncertainty or ambiguity herein or therein shall be construed or resolved against the Lender
Group or Borrower, whether under any rule of construction or otherwise. On the contrary, this
Agreement and the other Loan Documents have been reviewed by all parties and shall be construed and
interpreted according to the ordinary meaning of the words used so as to accomplish fairly the
purposes and intentions of all parties hereto and thereto. Time is of the essence in Borrower’s
payment and performance of the Obligations.



     16.4 Severability of Provisions. Each provision of this Agreement shall be severable
from every other provision of this Agreement for the purpose of determining the legal
enforceability of any specific provision.



49









 





     16.5 Counterparts; Electronic Execution. This Agreement may be executed in any number
of counterparts and by different parties on separate counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement
by telefacsimile or other electronic method of transmission shall be equally as effective as
delivery of an original executed counterpart of this Agreement. Any party delivering an executed
counterpart of this Agreement by telefacsimile or other electronic method of transmission also
shall deliver an original executed counterpart of this Agreement but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and binding effect of
this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.



     16.6 Revival and Reinstatement of Obligations. If the incurrence or payment of the
Obligations by Borrower or the transfer to the Lender Group of any property should for any reason
subsequently be declared to be void or voidable under any state or federal law relating to
creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances,
preferences, or other voidable or recoverable payments of money or transfers of property
(collectively, a “Voidable Transfer”), and if the Lender Group is required to repay or restore, in
whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of its
counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender Group is
required or elects to repay or restore, and as to all reasonable costs, expenses, and attorneys
fees of the Lender Group related thereto, the liability of Borrower automatically shall be revived,
reinstated, and restored and shall exist as though such Voidable Transfer had never been made.



     16.7 Confidentiality. Agent and Lenders each individually (and not jointly or jointly
and severally) agree that, non-public information regarding Borrower and its Subsidiaries, their
operations, assets, and existing and contemplated business plans shall be treated by Agent and the
Lenders in a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons
who are not parties to this Agreement, except: (a) to attorneys for and other advisors,
accountants, auditors, and consultants to any member of the Lender Group, (b) to Subsidiaries and
Affiliates of any member of the Lender Group, provided that any such Subsidiary or Affiliate shall
have agreed to receive such information hereunder subject to the terms of this Section 16.7, (c) as
may be required by statute, decision, or judicial or administrative order, rule, or regulation, (d)
as may be agreed to in advance by Borrower or its Subsidiaries or as requested or required by any
Governmental Authority pursuant to any subpoena or other legal process, (e) as to any such
information that is or becomes generally available to the public (other than as a result of
prohibited disclosure by Agent or the Lenders), (f) in connection with any assignment, prospective
assignment, sale, prospective sale, participation or prospective participations, or pledge or
prospective pledge of any Lender’s interest under this Agreement, provided that any such assignee,
prospective assignee, purchaser, prospective purchaser, participant, prospective participant,
pledgee, or prospective pledgee shall have agreed in writing to receive such information hereunder
subject to the terms of this Section 16.7, and (g) in connection with any litigation or other
adversary proceeding involving parties hereto which such litigation or adversary proceeding
involves claims related to the rights or duties of such parties under this Agreement or the other
Loan Documents; provided, however, that, unless prohibited by applicable law, statute, regulation,
or court order, such Lender or Agent shall: (y) notify



50









 




Borrower of any request by any court, governmental or administrative agency, or pursuant to
any subpoena or other legal process for disclosure of any such non-public material information
concurrent with, or where practicable, prior to the disclosure thereof, and (z) notify all other
Persons described in clause (a) above that they are bound by, the provisions of this Section 16.7.
The provisions of this Section 16.7 shall survive the payment in full of the Obligations.




     16.8 Integration. This Agreement, together with the other Loan Documents, reflects
the entire understanding of the parties with respect to the transactions contemplated hereby and
shall not be contradicted or qualified by any other agreement, oral or written, before the date
hereof.



     16.9 INTENTIONALLY OMITTED



     16.10 Compliance With USA Patriot Act. Agent is subject to the USA Patriot Act and
hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act Agent is required
to obtain, verify and record information that identifies Borrower and certain of its Affiliates,
which information includes the name and address of Borrower and these Affiliates and other
information that will allow Agent to identify Borrower and these Affiliates in accordance with the
USA Patriot Act.



     16.11 Subordination Agreements. All undertakings and obligations of Borrower
hereunder and all rights, privileges, undertakings and obligations of the Lender Group hereunder
are subject to the terms, conditions and covenants set forth in the Subordination Agreements.



     16.12 Public Announcements. Nothing contained in this Agreement will prohibit
Borrower, Agent or any Lender or any of their respective advisors after the Closing Date from
issuing or causing publication of any “tombstone” or similar advertisement in customary form,
provided that no such “tombstone” or similar advertisement issued or caused to be published by or
on behalf of Borrower, Agent or any Lender or any of their respective advisors shall contain
information regarding (a) financial information concerning Borrower, Agent of any Lender or (b) the
financial terms of this Agreement or the transactions contemplated hereby other than the amount of
the Term Loan; provided further, that any such tombstones shall comply with applicable securities
laws and Borrower and Agent shall have the right to approve any such tombstone or advertisement
prior to publication, which approval shall not be unreasonably withheld.



51









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered
as of the date first above written.



	 	 	 	 	 	 	 
	 	 	BAKERS FOOTWEAR GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter A. Edison
 

Peter A. Edison, Chief Executive Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	PRIVATE EQUITY MANAGEMENT GROUP, INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Danny Pang	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Chairman, CEO	 	 
	 
	 	 	 	 	 	 
	 	 	GVECR II 2007 E Trust dated December 17, 2007,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Wilbur Quon	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	CFO	 	 






[Signature Page to the Second Lien Credit Agreement]

















 





EXHIBIT A-1




FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT




          This ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment Agreement”) is entered into as
of                      between                      (“Assignor”) and                     
(“Assignee”). Reference is made to the agreement described in Item 2 of Annex I
annexed hereto (the “Credit Agreement”). Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Credit Agreement.




          1. In accordance with the terms and conditions of Section 13 of the Credit Agreement,
the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and
assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the
Loan Documents [excluding the Registration Rights Agreement to the extent not transferred] as of
the date hereof with respect to the Obligations owing to the Assignor, Assignor’s portion of the
Term Loan, all as specified on Annex 1 and Assignor’s obligations owing to the Borrower.




          2. Assignee represents and warrants that it is an “accredited investor” as defined in Rule
501(a) of Regulation D, as amended under the Securities Act, and hereby agrees to be bound by the
terms and conditions of the Loan Documents. Assignee agrees to be bound by the terms and
conditions of the Loan Documents and agrees that it will not dispose of the Securities except in
compliance with the applicable requirements of the Securities Act.




          3. Assignee hereby confirms that, as of the date hereof: (1) including the shares of Common
Stock to be acquired, the undersigned, together with its Affiliates, does not beneficially own more
than 19.99% of the outstanding Common Stock as determined pursuant to Section 5 of the Notes; and
(2) that, upon receipt, the shares of Common Stock will not be disposed of except in compliance
with applicable federal and state securities laws.




          4. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of
the interest being assigned by it hereunder and that such interest is free and clear of any adverse
claim and (ii) it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment Agreement and to consummate the transactions contemplated hereby; (b) makes
no representation or warranty and assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Loan Documents, or (ii) the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any other instrument or document furnished pursuant thereto; (c) makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
Borrower or the performance or observance by Borrower of any of its obligations under the Loan
Documents or any other instrument or document furnished pursuant thereto, and (d) represents and
warrants that the amount set forth as the Purchase Price on Annex I represents the amount
owed by Borrower to Assignor with respect to Assignor’s share of the Term Loan assigned hereunder,
as reflected by the Register.




EXHIBIT A-1  - 1









 








          5. The Assignee (a) confirms that it has received copies of the Credit Agreement and the other
Loan Documents, together with copies of the financial statements referred to therein and such other
documents and information (including documents filed by Borrower with the SEC) as it has deemed
appropriate to make its own credit analysis and decision to enter into this Assignment Agreement;
(b) agrees that it will, independently and without reliance upon Agent, Assignor, or any other
Lender, 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; (c)
confirms that it is an Eligible Transferee; (d) appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated
to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e)
agrees that 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; and (f) attaches the
forms prescribed by the IRS certifying as to the Assignee’s status for purposes of determining
exemption from United States withholding taxes with respect to all payments to be made to the
Assignee under the Loan Documents [excluding the Registration Rights Agreement to the extent not
transferred] or such other documents as are necessary to indicate that all such payments are
subject to such rates at a rate reduced by an applicable tax treaty.




          6. Following the execution of this Assignment Agreement by the Assignor and Assignee, it will
be delivered by the Assignor (if required by the Credit Agreement) to the Agent (with a copy to
the Borrower) for recording by the Agent. The effective date of this Assignment (the
“Settlement Date”) shall be the latest to occur of (a) the date of the execution hereof by
the Assignor and the Assignee, the payment by Assignor or Assignee to Agent for Agent’s sole and
separate account of a processing fee in the amount of $5,000 (if required by the Credit Agreement),
and the receipt of any required consent of the Borrower and Agent, (b) the Settlement Date
specified on Annex I, and (c) the receipt by Assignor of the Purchase Price specified in
Annex I.




          7. Upon recording by the Agent, as of the Settlement Date (a) the Assignee shall be a party to
the Credit Agreement and, to the extent of the interest assigned pursuant to this Assignment
Agreement, have the rights and obligations of a Lender thereunder and under the other Loan
Documents [excluding the Registration Rights Agreement to the extent not transferred], and (b) the
Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement,
relinquish its rights and be released from its obligations under the Credit Agreement and the other
Loan Documents, provided, however, that nothing contained herein shall release any
assigning Lender from obligations that survive the termination of this Agreement, including such
assigning Lender’s obligations under Article 15 and Section 16.7 of the Credit
Agreement.




          8. Upon recording by the Agent, from and after the Settlement Date, the Agent shall make all
payments under the Credit Agreement and the other Loan Documents [excluding the Registration Rights
Agreement to the extent not transferred] in respect of the interest assigned hereby (including,
without limitation, all payments of principal, interest and commitment fees (if applicable) with
respect thereto) to the Assignee. Upon the Settlement Date, the Assignee shall pay to the Assignor
the Purchase Price (as set forth on Annex I) of the principal amount of any outstanding
loans under the Credit Agreement and the other Loan




EXHIBIT A-1  - 2









 





 Documents [excluding the Registration Rights
Agreement to the extent not transferred]. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit
Agreement and the other Loan Documents [excluding the Registration Rights Agreement to the extent
not transferred] for periods prior to the Settlement Date directly between themselves on the
Settlement Date.




          9. This Assignment Agreement may be executed in counterparts and by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. This Assignment Agreement may be
executed and delivered by telecopier or other facsimile transmission all with the same force and
effect as if the same were a fully executed and delivered original manual counterpart.




          10. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES.




          IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement and Annex
I hereto to be executed by their respective officers, as of the first date written above.



	 	 	 	 	 	 	 	 	 
	 	 	[NAME OF ASSIGNOR]	 	 
	 
	 	 	as Assignor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[NAME OF ASSIGNEE]	 	 
	 
	 	 	as Assignee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






	 	 	 	 	 	 	 
	ACCEPTED THIS ____ DAY OF 
                    , 200__	 	 
	 
	 	 	 	 	 	 
	PRIVATE EQUITY MANAGEMENT GROUP, INC.,
 	 	 
	as
Agent 

 
	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






EXHIBIT A-1  - 3









 






ANNEX FOR ASSIGNMENT AND ACCEPTANCE



ANNEX I




	 	 	 	 	 	 	 	 	 	 	 
	 	1.	 	 	Borrower: BAKERS FOOTWEAR GROUP, INC.	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	2.	 	 	Name and Date of Credit Agreement:	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	Second Lien Credit Agreement, dated as of February 1, 2008, by and
among Borrower, the lenders from time to time a party thereto (the
“Lenders”), and Private Equity Management Group, Inc., a Nevada
corporation, as the arranger and administrative agent for the
Lenders
	 	 	 	 	 	 	 
	 	 	 	 
	 	3.	 	 	Date of Assignment Agreement:	 	 	 	 
	 	 	 	 	 	 	 

	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	4.	 	 	Assigned Amount of Term Loan	 	$	 	 
	 	 	 	 	 	 	 

	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	5.	 	 	Settlement Date:	 	 	 	 
	 	 	 	 	 	 	 

	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	6.	 	 	Purchase Price	 	$	 	 
	 	 	 	 	 	 	 

	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	7.	 	 	Notice and Payment Instructions, etc.	 	 	 	 






	 	 	 	 	 
	Assignee:	 	Assignor:	 	 
	 
	 
	 	 	 	 
	 


	 	 

	 	 
	 
	 	 	 	 
	 


	 	 

	 	 
	 
	 	 	 	 
	 


	 	 

	 	 







EXHIBIT A-1  - 4











 





EXHIBIT B-1




FORM OF SUBORDINATED TERM NOTE





 









 








SUBORDINATED TERM NOTE



THIS SUBORDINATED TERM NOTE (“NOTE”) AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE, IN THE
MANNER AND TO THE EXTENT SET FORTH IN THAT SUBORDINATION AGREEMENT (AS AMENDED, SUPPLEMENTED OR
OTHERWISE MODIFIED FROM TIME TO TIME, THE “SENIOR LOAN SUBORDINATION AGREEMENT”) DATED AS OF
FEBRUARY 1, 2008 BETWEEN AND AMONG BAKERS FOOTWEAR GROUP, INC., A MISSOURI CORPORATION (THE
“COMPANY”), EACH OF THE SUBORDINATED CREDITORS SET FORTH ON THE SIGNATURE PAGES THERETO AND BANK OF
AMERICA, N.A. (“SENIOR LENDER”), TO ALL INDEBTEDNESS OWED BY THE MAKER OF THIS NOTE TO THE SENIOR
LENDER, AND THE LENDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF
THE SENIOR LOAN SUBORDINATION AGREEMENT.



THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY.




	 	 	 	 	 	 	 	 	 
	 
	 	No. STN-1:	 	$7,500,000	 
	 
	 	 	 	 	 	February 1, 2008






BAKERS FOOTWEAR GROUP, INC.

SUBORDINATED TERM NOTE




          THIS SUBORDINATED TERM NOTE (this “Note”) is being issued pursuant to the terms of that
certain Second Lien Credit Agreement (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), dated as of February 1, 2008, by and among Bakers Footwear Group,
Inc., a Missouri corporation (the “Company”), the lenders party thereto as “Lenders” (“Lenders”)
and Private Equity Management Group, Inc., a Nevada corporation, in its capacity as administrative
agent for the Lender Group (together with its successors, “Agent”)




          FOR VALUE RECEIVED, the Company promises to pay to the order of GVECR II 2007 E Trust dated
December 17, 2007 or its registered assigns (the “Lender”), the principal sum of SEVEN MILLION FIVE
HUNDRED THOUSAND AND NO/100 Dollars ($7,500,000), or such lesser principal amount as may then be
outstanding hereunder, on February 1, 2011 or such earlier date as this Note is required to be
repaid as provided hereunder (the “Maturity Date”), and




1









 





to pay interest to the Lender in accordance with the provisions of the Credit Agreement. This
Note is subject to the following additional provisions:




     1. Definitions. In addition to the terms defined elsewhere in this Note, capitalized
terms that are used but not otherwise defined herein have the meanings given to such terms in the
Credit Agreement.



     2. Payments. The Company shall pay principal and interest to the Lender pursuant to
the terms of the Credit Agreement. This Note also may and must be prepaid as provided in the
Credit Agreement, together with any premiums set forth herein, under the circumstances therein
described. Payment of principal hereof and interest and premium hereon shall be made in lawful
money of the United States of America.



     3. Transfers. This Note may be transferred only pursuant to a registration statement
filed under the Securities Act of 1933, as amended, or an exemption from such registration.
Subject to such restrictions, the Company shall register (or allow the registration of) the
transfer of any portion of this Note upon surrender of this Note to the Company, properly endorsed,
at its address for notice set forth herein together with delivery of the duly executed Note
assignment form attached hereto as Exhibit A and in compliance with Section 7(a). Any
transfer shall also comply with the provisions on transfer in the Credit Agreement. Upon any such
registration or transfer, a new Note, in substantially the form of this Note (any such new note, a
“New Note”), evidencing the portion of this Note so transferred shall be issued to the transferee
and a New Note evidencing the remaining portion of this Note not so transferred, if any, shall be
issued to the transferring Lender. The acceptance of the New Note by the transferee thereof shall
be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a
Note. The Company agrees that its prior consent is not required for the transfer of any portion of
this Note; provided, however, that the Company shall be entitled to reasonable
assurance, including an opinion of counsel reasonably acceptable to Company, that such transfer
complies with applicable securities laws. No service charge or other fee will be imposed in
connection with any such registration of transfer or exchange.



     4. Ranking. This Note ranks pari passu with all other Notes now or hereafter issued
pursuant to the Loan Documents and is subject to the terms and conditions of the Credit Agreement,
including those in respect of any additional indebtedness. Notwithstanding anything to the contrary
herein, the Company and Lender agree that the payment of all amounts hereunder is subject to the
Subordination Agreement.



     5. Charges, Taxes and Expenses. The Lender shall be responsible for all tax liability
that may arise as a result of holding or transferring this Note.



     6. Notices. Any and all notices or other communications or deliveries hereunder shall
be made in accordance with Section 11 of the Credit Agreement.



     7. Miscellaneous.



          (a) Lender may transfer or assign, in whole or from time to time in part, to one or more
persons, which shall be (A) an “accredited investor” as defined in Rule 501(a) of Regulation D, as
amended under the Securities Act; (B) shall be an Affiliate of Private Equity Management



 









 






Group, Inc.; (C) shall not be a direct competitor of the Company to such Lender; and (D) which
shall agree in writing to be bound by the terms and conditions of this Note, its rights hereunder
in connection with the transfer of the Note by Lender to such person, provided that the Lender
complies with all laws applicable thereto and provides written notice of assignment in the form
attached hereto as Exhibit A to the Company promptly after such assignment is effected.
The provisions of this Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties.




          (b) Subject to Section 8(a), above, nothing in this Note shall be construed to give to any
person or corporation other than the Company and the Lender any legal or equitable right, remedy or
cause under this Note. This Note shall inure to the sole and exclusive benefit of the Company and
the Lender.




          (c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING.




          (d) The prevailing party in a proceeding shall be reimbursed by the other party for its
reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such proceeding.




          (e) The headings herein are for convenience only, do not constitute a part of this Note and
shall not be deemed to limit or affect any of the provisions hereof.




          (f) In case any one or more of the provisions of this Note shall be invalid or unenforceable
in any respect, the validity and enforceability of the remaining terms and provisions of this Note
shall not in any way be affected or impaired thereby and the parties will attempt in good faith to
agree upon a valid and enforceable provision which shall be a commercially reasonable substitute
therefor, and upon so agreeing, shall incorporate such substitute provision in this Note.




          (g) No provision of this Note may be waived, amended or otherwise modified except in
accordance with the requirements set forth in the Credit Agreement. No waiver of any default with
respect to any provision, condition or requirement of this Note shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of either party to exercise any
right hereunder in any manner impair the exercise of any such right.




          (h) To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead
or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the
benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in
connection with any claim, action or proceeding that may be brought by any Lender in order to
enforce any right or remedy under the Notes. Notwithstanding any provision to the contrary
contained in the Notes, it is expressly agreed and provided that the total liability of the Company
under the Notes for payments in the nature of interest shall not exceed the maximum lawful rate
authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no
event shall any rate of interest or default interest, or both of them, when aggregated with any
other sums in the nature of interest that the Company may be obligated to pay under the Notes
exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed


 









 







by law and applicable to the Notes is increased or decreased by statute or any official
governmental action subsequent to the date hereof, the new maximum contract rate of interest
allowed by law will be the Maximum Rate of interest applicable to the Notes from the effective date
forward, unless such application is precluded by applicable law. If under any circumstances
whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Lender with
respect to indebtedness evidenced by the Notes, such excess shall be applied by such Lender to the
unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of
handling such excess to be at such Lender’s election.




          (i) This note is one of the Notes referred to in the Credit Agreement. The Credit Agreement
and the other Loan Documents referred to therein contain additional rights of the holder of, and
the security for, this Note.




          (j) This Note shall be governed by, and construed in accordance with, the laws of the State of
California in all respects, including all matters of construction, validity and performance,
without regard to the choice of law provisions thereof.




          (k) In the event of a conflict between the provisions of this Note and the provisions of the
Credit Agreement, the latter shall control.




**********




 









 





          IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized
officer as of this ___ day of February, 2008.




	 	 	 	 	 	 	 
	 	 	BAKERS FOOTWEAR GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Peter A. Edison
	 	 
	 

	 	Title:
	 	Chairman, Chief Executive Officer and
President	 	 






[Signature Page to the Subordinated Term Note]




 









 








EXHIBIT A




NOTE ASSIGNMENT FORM



FOR VALUE RECEIVED,                                          hereby sells, assigns and transfers to the
transferee named below, this Note together with all right, title and interest therein. The
transferee agrees to be bound by the terms and conditions of this Note and agrees that it will not
dispose of the Note except in compliance with the applicable requirements of the Securities Act of
1933, as amended.




	 	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	[Name of Note holder]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	[Name of Transferee]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






 













 





EXHIBIT C-1




FORM OF COMPLIANCE CERTIFICATE




[on Borrower’s letterhead]





			
	To:	 	Private Equity Management Group, Inc., as Agent

under the below referenced Credit Agreement

1 Park Plaza, Suite 550

Irvine, California 92614

Attention: Peter Paul Mendel, Esq., General Counsel


Re:     Compliance Certificate dated





Ladies and Gentlemen:




          Reference is made to that certain Second Lien Credit Agreement (the “Credit
Agreement”) dated as of February 1, 2008, by and among the lenders identified on the signature
pages thereof (such lenders, together with their respective successors and permitted assigns, are
referred to hereinafter each individually as a “Lender” and collectively as the
“Lenders”), PRIVATE EQUITY MANAGEMENT GROUP, INC., a Nevada corporation, as the arranger
and administrative agent for the Lenders (“Agent”), and BAKERS FOOTWEAR GROUP, INC., a
Missouri corporation (“Borrower”). Capitalized terms used in this Compliance Certificate
have the meanings set forth in the Credit Agreement unless specifically defined herein.




          Pursuant to Schedule 5.3 of the Credit Agreement, the undersigned officer of Parent
hereby certifies that:




          1. The consolidated financial information of Borrower and its Subsidiaries furnished in
Schedule 1 attached hereto has been prepared in accordance with GAAP (except for year-end
adjustments and the lack of footnotes or as set forth on Schedule 1), and fairly presents
in all material respects in accordance with GAAP the financial condition of Borrower and its
Subsidiaries.




          2. Such officer has reviewed the terms of the Credit Agreement and has made, or caused to be
made under his/her supervision, a review in reasonable detail of the transactions and condition of
Borrower and its Subsidiaries during the accounting period covered by the financial statements
delivered pursuant to Schedule 5.3 of the Credit Agreement.




          3. Such review has not disclosed the existence on and as of the date hereof, and the
undersigned does not have knowledge of the existence as of the date hereof, of any event or
condition that constitutes a Default or Event of Default, except for such conditions or events
listed on Schedule 2 attached hereto, specifying the nature and period of existence thereof
and what action Borrower has taken, is taking, or proposes to take with respect thereto.




          4. The representations and warranties of Borrower set forth in the Credit Agreement and the
other Loan Documents are true and correct in all material respects on and as



EXHIBIT C-1 - 1









 




of the date hereof (except to the extent they relate to a specified date), except as set forth
on Schedule 3 attached hereto.




          5. Borrower is in compliance with the applicable covenants contained in Section 6.16
of the Credit Agreement as demonstrated on Schedule 4 hereof and as calculated on
Schedule 5 hereof.




          IN WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned this ___ day
of                     ,                     .




	 	 	 	 	 	 	 
	 	 	BAKERS FOOTWEAR GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 







EXHIBIT C-1 - 2









 








SCHEDULE 1




Financial Information




EXHIBIT C-1

SCHEDULE 1





 









 








SCHEDULE 2



Default or Event of Default




EXHIBIT C-1

SCHEDULE 2




 









 





SCHEDULE 3




Representations and Warranties




EXHIBIT C-1

SCHEDULE 3





 









 








SCHEDULE 4




Financial Covenants





	1.	 	Minimum Tangible Net Worth.





     Borrower’s Tangible Net Worth, measured on a quarter-end basis, on the following date
                    ,                      is $                    , which amount [is/is not] greater than or equal to the
amount set forth in Section 6.16(a) of the Credit Agreement on the date of measurement.




	2.	 	Minimum EBITDA.





     Borrower’s EBITDA, measured on a fiscal year to date basis, for the period of                     ,
                     to                     , ___is $                    , which amount [is/is not] greater than or equal to
the amount set forth in Section 6.16(b) of the Credit Agreement on the date of measurement.




	3.	 	Capital Expenditures.





     Borrower’s consolidated Capital Expenditures during the fiscal year of                      is                     ,
which [is/is not] less than or equal to the amount set forth in Section 6.16(c) of the
Credit Agreement for the corresponding year.



EXHIBIT C-1

SCHEDULE 4






 









 








SCHEDULE 5




Financial Covenant Calculation Sheet




EXHIBIT C-1

SCHEDULE 5





 











 




EXPLANATORY NOTE: “*” INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.




Schedule A-1




Agent’s Account




	 	 	 
	Name of Bank:

	 	East West Bank
	 

	 	5402 Walnut Ave
	 

	 	Irvine, CA 92604
	 
	 	 
	ABA No:

	 	*********
	 
	 	 
	Account Name:

	 	Private Equity Management Group, Inc.
	 
	 	 
	Account No.:

	 	*********
	 
	 	 
	Reference:

	 	Bakers Footwear Group, Inc.







SCHEDULE A-1  -  1












 





Schedule B-1




Commitments




	 	 	 	 	 
	Lender	 	Commitment
	GVECR II 2007 E Trust dated December 17, 2007

	 	$	7,500,000	 
	 
	 	 	 	 
	All Lenders:

	 	$	7,500,000	 







SCHEDULE B-1 - 1












 




EXPLANATORY NOTE: “*” INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.




Schedule C-1




Designated Account




	 	 	 
	Name of Bank:

	 	Bank of America Retail Finance
	 

	 	100 West 33rd Street
	 

	 	New York, NY 10001
	 
	 	 
	ABA No:

	 	*********
	 
	 	 
	Account Name:

	 	BBRF Collateral Acc. Proceeds
	 

	 	From Bakers Footwear Group Inc.
	 
	 	 
	Account No.:

	 	*********







SCHEDULE C-1 - 1












 





Schedule D-1




Registration Rights Agreement





SCHEDULE D-1 - 1










 








REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the
1st day of February, 2008, by and among Bakers Footwear Group, Inc., a Missouri
corporation (the “Company”), and each of the holders of the Shares (as defined below) set forth on
Exhibit A hereto (each a “Securityholder” and, collectively, the “Securityholders”).



W I T N E S S E T H:




     WHEREAS, pursuant to that certain Second Lien Credit Agreement, dated as of February 1, 2008
(the “Credit Agreement”), by and among the Securityholders and the Company, the Securityholders
have been issued Subordinated Term Notes of the Company in the aggregate principal amount of
$7,500,000;



     WHEREAS, in connection with the transactions contemplated by the Credit Agreement, the
Securityholders or their designees have received an aggregate of 350,000 shares of the Company’s
Common Stock (the “Shares”); and



     WHEREAS, as a condition to closing the transactions contemplated by the Credit Agreement, the
parties agreed to execute and deliver this Agreement setting forth certain rights of the
Securityholders with respect to registration under the Securities Act of 1933, as amended, of the
shares of Common Stock issued to the Securityholders.



     NOW, THEREFORE, in consideration of these premises, the covenants and agreements herein
contained, and other good and valuable consideration, the receipt and sufficiency of which hereby
are acknowledged, the parties hereto agree as follows:



     The Company and the Securityholders hereby agree as follows:



     1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:



          “Credit Agreement” is defined in the recitals to this Agreement.




          “Commission” means the U.S. Securities and Exchange Commission, or any other Federal agency
then administering the Securities Act.




          “Common Stock” means shares of the Company’s common stock, par value $0.0001 per share, and
any stock or securities issued with respect to such Common Stock by reason of a stock dividend,
stock split, combination of shares, recapitalization, reclassification, merger, consolidation,
corporate reorganization or otherwise.




          “Discontinuation Event” means (i) any request by the Commission or any other Federal or state
governmental authority for amendments or supplements to be made to such Registration Statement or
Prospectus; (ii) the issuance by the Commission of any stop order suspending the effectiveness of
such Registration Statement covering any or all of the Registrable Securities or the initiation of
any Proceedings for that purpose; (iii) the receipt by the Company of any notification with respect
to the suspension of the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding




1









 




for such purpose; (iv) the occurrence of any event or passage of time that makes the financial
statements included in such Registration Statement ineligible for inclusion therein; (v) upon
discovery that, or upon the happening of an event or the passage of time as a result of which any
statement made in such Registration Statement or Prospectus or any document incorporated or deemed
to be incorporated therein by reference is untrue in any material respect or that requires any
revisions to such Registration Statement, Prospectus, Free Writing Prospectus or other documents so
that, in the case of such Registration Statement, Prospectus, or Free Writing Prospectus, as the
case may be, it will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading; and/or (vi) the Company in good
faith determines that any such Registration Statement, Prospectus or Free Writing Prospectus, or
the use thereof, would materially and adversely affect any material corporate event as would
otherwise require disclosure of non-public information which the Company determines, in its
reasonable discretion, is not in the best interests of the Company at such time.




          “Effectiveness Date” means a date no later than one hundred twenty (120) days following the
date hereof.




          “Effectiveness Period” shall have the meaning set forth in Section 2(a).




          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute, and the rules and regulations of the Commission issued thereunder.




          “Filing Date” means a date no later than the earlier of (i) ninety (90) days following the
date hereof and (ii) five business days after the Company files its Form 10-K for fiscal year 2007
with the Commission.




          “Free Writing Prospectus” shall have the meaning ascribed to such term in Rule 405 of the
Securities Act.




          “Holder” or “Holders” means (a) the Securityholder, (b) any employee, director, officer or
affiliate of the Securityholder to the extent that any of them hold Registrable Securities.




          “Person” means any individual, corporation, partnership, limited liability company, trust or
any other incorporated or unincorporated entity or organization of any kind.




          “Proceeding” means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition), whether commenced or
threatened.




          “Prospectus” means the prospectus included in the Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a prospectus filed
as part of an effective registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by the Registration Statement,
and all other amendments and supplements to the Prospectus, including post-effective amendments,
and all material incorporated by reference or deemed to be incorporated by reference in such
Prospectus.




2









 








          “Registration Expenses” shall mean all reasonable and customary expenses of the Company
incident to performance of or compliance with this Agreement, including, without limitation:
(i) all Commission, stock exchange or registration and filing fees; (ii) filings pursuant to the
policy of the National Association of Securities Dealers, Inc. with respect to the review of
corporate financing; (iii) all fees and expenses incurred in connection with compliance with state
securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection
with “blue sky” qualification of any of the Registrable Securities and the preparation of a Blue
Sky Memorandum); (iv) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, Prospectus, certificates and
other documents relating to the performance of and compliance with this Agreement; (v) all fees and
expenses incurred in connection with the listing, if any, of any of the Registrable Securities on
any securities exchange or exchanges or automated quotation system; and (vi) the fees and
disbursements of counsel for the Company, the independent public accountants of the Company and one
counsel for the Holders of the Registrable Securities included in such registration. Registration
Expenses shall specifically exclude underwriting discounts and commissions or fees of underwriters,
selling brokers, dealers, managers or similar securities industry professionals relating to the
sale or disposition of Registrable Securities by the Holders and transfer and income taxes, if any,
relating to the sale or disposition of Registrable Securities by the Holders.




          “Registrable Securities” means the Shares (and any securities issued with respect to the
Shares as a result of any stock splits, combinations, reorganization or recapitalization); provided
that a security shall cease to be a Registrable Security upon (i) a sale pursuant to a Registration
Statement or Rule 144 under the Securities Act, or similar rule, which results in the Shares sold
no longer being deemed “restricted securities” or (ii) such security becoming eligible for sale
under Rule 144 without volume limitation, manner of sale or current information requirements, but
only to the extent that the Company has caused (or offered to cause) the certificates representing
such shares of Common Stock to be reissued to the Holder without restrictive legend.




          “Registrable Securities Value” means the aggregate value of all then currently Registrable
Securities which shall be deemed to equal to $2.74 per share.




          “Registration Statement” means each registration statement required to be filed hereunder in
respect of the Registrable Securities, including the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective amendments, all exhibits
thereto, and all material incorporated by reference or deemed to be incorporated by reference in
such registration statement.




          “Required Holders” means the Holders then holding a majority in interest of the Registrable
Securities.




          “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.




          “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.




3









 








          “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.




          “Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and
the rules and regulations of the Commission issued thereunder.




          “Trading Market” means any of the NASD OTC Bulletin Board, NASDAQ Capital Market, the NASDAQ
Global Market, The NASDAQ Global Select Market, the American Stock Exchange or the New York Stock
Exchange.




     2. Registration.



          (a) On or prior to the Filing Date the Company shall prepare and file with the Commission a
Registration Statement covering all Registrable Securities for an offering to be made on a
continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if
the Company is not eligible to register for resale the Registrable Securities on Form S-3, in which
case such registration shall be on Form S-1 or such other appropriate form for which the Company
then qualifies or that counsel for the Company shall deem appropriate, which form shall be
available for the sale of the Registrable Securities in accordance with the methods of distribution
thereof intended by the Holders, which methods shall be communicated in writing as a plan of
distribution in advance to the Company and shall be subject to comments of the staff of the
Commission). Such Registration Statement may also include additional shares of Common Stock
pursuant to “piggyback” or similar registration rights previously granted by the Company, but only
to the extent that the Company in good faith determines that it is required by the terms of such
“piggy back” or similar rights to include additional shares in such Registration Statement.
Notwithstanding anything to the contrary contained herein, the Company shall not be required to
register any Registrable Securities, taking into account the nature of the securities and manner of
disposition proposed by such Holders, to the extent that the Commission or its staff advises the
Company in writing that the Registrable Securities may not be registered for sale as proposed, or
objects to such registration in writing, or to the extent that such registration is not allowed by
law or applicable regulation. If any Registrable Securities otherwise required to be registered
hereunder are not able to be registered pursuant to the prior sentence, then such securities shall
not be required to be registered until the later to occur of both(a) such securities becoming
registrable (taking into account the nature of securities and the method of distribution proposed)
under applicable law, regulation or Commission comment, as applicable, and (b) written notice to
the Company requesting such registration.




          The Company shall use reasonable best efforts to cause the Registration Statement to become
effective and remain effective as provided herein. The Company shall use its reasonable best
efforts to cause the Registration Statement to be declared effective under the Securities Act as
promptly as possible after the filing thereof, but in any event no later than the Effectiveness
Date. The Company shall use its reasonable best efforts to keep the Registration Statement
continuously effective under the Securities Act, except as provided herein, until the date which is
the earlier date of when (i) all Registrable Securities have been sold, (ii) the date on which all
of the Shares are no longer Registrable Securities, or (iii) two years from the date hereof (the
“Effectiveness Period”).




4









 








          (b) If: (i) the Registration Statement is not filed on or prior to the Filing Date; (ii) the
Registration Statement is not declared effective by the Commission by the Effectiveness Date; (iii)
after the Registration Statement is filed with and declared effective by the Commission, the
Registration Statement ceases to be effective (by suspension or otherwise) or cannot, by virtue of
the provisions of Section 9(d) hereof, be used by the Holders due to any Discontinuation Event, as
to all Registrable Securities to which it is required to relate at any time prior to the expiration
of the Effectiveness Period (without being succeeded immediately by an additional registration
statement filed and declared effective) for a period of time which shall exceed 60 days in the
aggregate per year or more than 30 consecutive calendar days (defined as a period of 365 days
commencing on the date the Registration Statement is declared effective); or (iv) the Common Stock
is not listed or quoted, or is suspended from trading on any Trading Market for a period of five
(5) consecutive Trading Days (provided the Company shall not have been able to cure such trading
suspension within 30 days of the notice thereof or list the Common Stock on another Trading
Market); (any such failure or breach being referred to as an “Event,” and for purposes of clause
(i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which
such 60 day or 30 consecutive day period (as the case may be) is exceeded or for purposes of clause
(iv) the date on which such five (5) Trading Day period is exceeded, being referred to as “Event
Date”), then:




               until the applicable Event is cured, the Company shall pay to each Holder an amount in cash,
as liquidated damages and not as a penalty, equal to two percent (2.0%) of the Registrable
Securities Value held by such Holder for each thirty (30) day period (prorated for partial periods
and computed on a daily basis; provided that if the Registration Statement is not filed on or prior
to the Filing Date, then for any liquidated damages with respect to such failure to file,
liquidated damages shall be calculated as if the Filing Date was sixty (60) days after the date
hereof. While such Event continues, such liquidated damages shall be paid not less often than each
thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by the
Company shall be paid within three (3) business days following the date on which such Event has
been cured by the Company.



          (c) Within five business days of the Effectiveness Date, the Company shall cause its counsel
to issue a blanket opinion, in such form as is reasonably requested by the Securityholders, to the
transfer agent stating that the applicable shares are subject to an effective registration
statement and can be reissued free of restrictive legend upon notice of a sale by the Holder and
confirmation by the Holder that it has complied with the prospectus delivery requirements, provided
that the Company has not advised the transfer agent orally or in writing that the opinion has been
withdrawn. Copies of the blanket opinion required by this Section 2(c) shall be delivered to the
Holder within the five business day time frame set forth above.




     3. Registration Procedures. If and whenever the Company is required by the provisions
hereof to effect the registration of any Registrable Securities under the Securities Act (including
the registration required to be filed before the Filing Date pursuant to Section 2 above), the
Company will, as soon as reasonably possible:



          (a) prepare and file with the Commission the Registration Statement with respect to such
Registrable Securities, respond as promptly as reasonably possible to any comments received from
the Commission, and use its reasonable best efforts to cause the Registration Statement to become
and remain effective for the Effectiveness Period with respect thereto, and



5









 






promptly provide to the Holders copies of all filings and Commission letters of comment relating
thereto;




          (b) prepare and file with the Commission such amendments and supplements to the Registration
Statement and the Prospectus used in connection therewith as may be reasonably necessary to comply
with the provisions of the Securities Act with respect to the disposition of all Registrable
Securities covered by the Registration Statement and to keep such Registration Statement effective
until the expiration of the Effectiveness Period;




          (c) furnish to the Holders such number of copies of the Registration Statement and the
Prospectus included therein (including each preliminary Prospectus) as each Holder reasonably may
request to facilitate the public sale or disposition of the Registrable Securities covered by the
Registration Statement;




          (d) use its reasonable best efforts to register or qualify for unsolicited purchase and sale
the Registrable Securities covered by the Registration Statement under the securities or “blue sky”
laws of such jurisdictions within the United States as any Holder may reasonably request, provided,
however, that the Company shall not for any such purpose be required to qualify generally to
transact business as a foreign corporation in any jurisdiction where it is not so qualified;




          (e) list the Registrable Securities covered by the Registration Statement with any Trading
Market on which the Common Stock of the Company is then listed;




          (f) immediately notify the Holders at any time when a Prospectus relating thereto is required
to be delivered under the Securities Act, of the happening of any event of which the Company has
knowledge as a result of which the Prospectus contained in such Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading in light of the
circumstances then existing;




          (g) make available for inspection by the Holders and any attorney, accountant or other agent
retained by the Holders or any agent for the Holders designated in the Credit Agreement, all
publicly available, non-confidential financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company’s officers, directors and employees to supply all
publicly available, non-confidential information reasonably requested by the attorney, accountant
or agent of the Holders;




          (h) to the extent reasonably requested by the Holders, enter into an underwriting agreement in
customary form and participate in “road shows” and similar presentations reasonably requested by
any underwriters; and




          (i) cause the Company’s counsel and independent accountants to deliver to any underwriters
and/or the Holders opinions and comfort letters in customary form as reasonably requested by the
Holders or by any underwriting agreement entered into by the Holders and the Company.




     4. Registration Expenses. The Company shall be responsible for and shall promptly pay
all Registration Expenses relating to the Company’s compliance with Sections 2 and 3 of this
Agreement.



6









 





     5. Rule 144 Reporting. With a view toward making available to the Holders the
benefits of certain rules and regulations of the Commission that may permit the sale of the Common
Stock to the public without registration, the Company agrees to use its reasonable best efforts to:



          (a) make and keep current public information available, within the meaning of Rule 144 or any
similar or analogous rule promulgated under the Securities Act until the earlier of: (i) six months
after such date as all of the Registrable Securities may be resold pursuant to Rule 144 or any
other rule of similar effect without volume limitations or current information requirements, or
(ii) such date as all of the Registrable Securities shall have been resold;




          (b) file with the Commission, in a timely manner, all reports and other documents required of
the Company under the Securities Act and the Exchange Act; and




          (c) so long as any party hereto owns any Registrable Securities, furnish to such party
forthwith upon request, a written statement by the Company as to its compliance with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act; a copy of the most recent annual
or quarterly report of the Company; and such other reports and documents as such party may
reasonably request in availing itself of any rule or regulation of the Commission allowing it to
sell any such securities without registration.




     6. Obligations of the Holders.



          (a) Each Holder shall furnish in writing to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the Registrable
Securities held by it, as shall be reasonably required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such registration as the
Company may be reasonably required to effect such registration. At least seven (7) business days
prior to the first anticipated filing date of any Registration Statement, the Company shall notify
each Holder of the information the Company requires from such Holder if such Holder elects to have
any of the Registrable Securities included in the Registration Statement. Each Holder shall
provide such information to the Company at least two (2) business days prior to the first
anticipated filing date of such Registration Statement if such Holder elects to have any of the
Registrable Securities included in the Registration Statement. The Company shall not be required
to include the Registrable Securities of a Holder in a Registration Statement and shall not be
required to pay any liquidated damages or other damages under this Agreement to a Holder resulting
from any delay in registration caused by the failure of such Holder to furnish to the Company such
information at least two (2) business days prior to such filing date.




          (b) Each Holder, by its acceptance of the Registrable Securities, agrees to cooperate with the
Company as reasonably requested by the Company in connection with the preparation and filing of a
Registration Statement hereunder, unless such Holder has notified the Company in writing of its
election to exclude all of its Registrable Securities from such Registration Statement.




          (c) Each Holder agrees that, upon receipt of any notice (which may be oral as long as written
notice is provided by the next day) from the Company of the happening of a Discontinuation Event
(which notice shall contain an explanation of the nature of the Discontinuation Event without
providing material non-public information), such Holder will




7









 





immediately discontinue disposition of Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities, until otherwise notified in writing by the Company
or until such Holder’s receipt of the copies of the supplemented or amended prospectus filed with
the SEC and until any related post-effective amendment is declared effective.




          (d) The Holder acknowledges and agrees that, as described in Schedule 6(d) hereto,
other security holders of the Company have the right to include such securities, in addition to the
Registrable Securities, in any Registration Statement filed or maintained by the Company pursuant
to this Agreement.




          (e) No Holder may use any confidential information received by it pursuant to this Agreement
in violation of the Exchange Act, or other applicable state or federal securities law or reproduce,
disclose, or disseminate such information to any other person (other than his or her attorneys,
agents and representatives having a need to know, and then only if they expressly agree to be bound
hereby), unless such information has been made available to the public generally (other than by
such recipient in violation hereof) or such recipient is required to disclose such information by a
governmental body or regulatory agency or by law in connection with a transaction that is not
otherwise prohibited hereby, and then only after reasonable notice to the Company and it has been
provided a reasonable opportunity to object to such disclosure, with the reasonable cooperation and
assistance of such Holder. Each Holder agrees to comply in all material respects with the
Securities Act and other applicable laws in connection with the offer or sale of any Registrable
Securities; provided, however, that any failure to comply that is due to any breach by the Company
of its obligations hereunder or under applicable securities laws (including any misstatements or
omission of material facts by the Company in its public disclosure documents) shall not constitute
a breach of this Section 6(e) by the Holder. The obligations in this Section 6(e) shall survive the
expiration or termination of this Agreement.




     Notwithstanding any of the foregoing, nothing herein shall obligate the Company to provide to
the Holders, or any advisors or representatives or underwriters any material nonpublic information.
The Company shall not disclose material nonpublic information to the Holders, or to advisors to or
representatives of the Holders, pursuant to this Agreement unless prior to disclosure of such
information the Company identifies such information as being material nonpublic information and
provides the Holders, such advisors and representatives with the opportunity to accept or refuse to
accept such material nonpublic information for review and any Holder wishing to obtain such
information enters into an appropriate confidentiality agreement with the Company with respect
thereto.



     7. Indemnification.



          (a) In connection with any registration or qualification of the Registrable Securities under
this Agreement, (i) the Company shall indemnify and hold harmless each of the Holders, including
but not limited to each Person, if any, who controls a Holder within the meaning of Section 15 of
the Securities Act, against all losses, claims, damages, liabilities and expenses (including but
not limited to reasonable expenses incurred in investigating, preparing and defending against any
claim) to which a Holder or such controlling person may become subject under the Securities Act,
the Exchange Act or otherwise, insofar as the same arise out of or are based upon or are caused by
any untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement, Prospectus (as amended or supplemented if the Company shall have



8









 






furnished any amendments or supplements thereto) or Free Writing Prospectus furnished by the
Company pursuant to this Agreement or insofar as the same arise out of or are based upon or are
caused by any omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except insofar as such losses,
claims, damages, liabilities or expenses are ultimately determined to have arisen out of or were
based upon or were caused by any untrue statement or alleged untrue statement or omission or
alleged omission made in conformity with written information furnished to the Company by or on
behalf of any Holder or such control person specifically for inclusion in any Registration
Statement, Prospectus (and any amendments or supplements thereto) or Free Writing Prospectus (it
being understood that the Holders have approved the plan of distribution included in the
Registration Statement for this purpose and shall be deemed to have been specifically furnished by
such Holders), or in the case of an occurrence of a Discontinuation Event, the use by such Holder
of an outdated or defective Prospectus after the Company has notified such Holder in writing that
the Prospectus is outdated or defective and prior to the receipt by such Holder of an amended or
supplemented Prospectus, but only if and to the extent that following the receipt of such amended
or supplemented Prospectus the misstatement or omission giving rise to such liability would have
been corrected, (ii) each Holder, severally and not jointly, shall indemnify the Company, its
affiliates, any person who signed any Registration Statement, and their respective officers,
directors and control persons against all such losses, claims, damages, liabilities and expenses
(including but not limited to reasonable expenses incurred in investigating, preparing and
defending against any claim) insofar as the same are ultimately determined to have arisen out of or
were based upon or were caused by any such untrue statement or alleged untrue statement or any such
omission or alleged omission based upon written information furnished to the Company by or on
behalf of such Holder or any such control person specifically for the inclusion in any Registration
Statement, Prospectus (and any amendments or supplements thereto) or Free Writing Prospectus, (it
being understood that the Holders have approved the plan of distribution included in the
Registration Statement for this purpose and shall be deemed to have been specifically furnished by
such Holders), or in the case of an occurrence of a Discontinuation Event, the use by such Holder
of an outdated or defective Prospectus after the Company has notified such Holder in writing that
the Prospectus is outdated or defective and prior to the receipt by such Holder of an amended or
supplemented Prospectus, but only if and to the extent that following the receipt of such amended
or supplemented Prospectus the misstatement or omission giving rise to such liability would have
been corrected.




          (b) Notice of, and Procedures for, Collecting Indemnification. Promptly upon receipt
by a party indemnified under this Agreement of notice of the commencement of any action against
such indemnified party in respect of which indemnity or reimbursement may be sought against any
indemnifying party under this Agreement, such indemnified party shall notify the indemnifying party
in writing of the commencement of such action, but the failure so to notify the indemnifying party
shall not relieve it of any liability which it may have to any indemnified party under this
Agreement unless such failure shall materially and adversely affect the defense of such action. In
case notice of commencement of any such action shall be given to the indemnifying party as above
provided, the indemnifying party shall be entitled to participate in and, to the extent it may
wish, jointly with any other indemnifying party similarly notified, to assume the defense of such
action at its own expense, with counsel chosen by it and reasonably satisfactory to such
indemnified party. The indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of such counsel
(other than reasonable expenses incurred in investigating, preparing and defending against any
claim) shall be paid by the indemnified party unless (i) the indemnifying party agrees to pay the
same, (ii) the indemnifying



9









 






party fails to assume the defense of such action with counsel reasonably satisfactory to the
indemnified party (in which case the indemnifying party shall not have the right to assume the
defense of such action on behalf of such indemnified party), or (iii) the named parties to any such
action (including any impleaded parties) have been advised by such counsel that representation of
such indemnified party and the indemnifying party by the same counsel would be inappropriate under
applicable standards of professional conduct (in which case the indemnifying party shall not have
the right to assume the defense of such action on behalf of such indemnified party). In the event
that either of the circumstances described in clauses (ii) and (iii) of the sentence immediately
preceding shall occur, the indemnified party shall have the right to select a separate counsel and
to assume such legal defense and otherwise to participate in the defense of any such action, with
the reasonable expenses and fees of such separate counsel and other reasonable expenses related to
such participation to be reimbursed by the indemnifying party as incurred. No indemnifying party
shall be liable for any settlement entered into without its consent, which consent shall not be
unreasonably withheld or delayed. Notwithstanding the provisions of this Section 7, no Holder
shall be required to indemnify any person or entity in excess of the amount of the aggregate net
proceeds received by such Holder in respect of Registrable Securities in connection with any such
registration under the Securities Act.




          (c) Contribution. If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under paragraphs (a) and (b) hereof, other than as expressly
set forth above, in respect of any losses, claims, damages, liabilities or expenses referred to
therein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result of such losses,
claims or damages (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Holder(s) on the other hand from the offering of
the Registrable Securities, and any other securities included in the Registration Statement which
gave rise to such losses, claims, damages, liabilities or expenses, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and the Holder(s) on the other in connection with the
statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as
well as any other relevant equitable considerations. The relative benefits received by the Company
on the one hand and the Holder(s) on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses) received by the Company bears to
the total net proceeds from the offering (before deducting expenses) received by the Holders, in
each case as set forth in the table on the cover page of the prospectus. The relative fault of the
Company on the one hand and the Holder(s) on the other hand shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the
Company or by the Holder(s) and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission




     8. Representations and Warranties. The Common Stock of the Company is registered
pursuant to Section 12(b) or 12(g) of the Exchange Act and the Company has filed all reports
required to be filed under the Exchange Act for the twelve months preceding the date hereof on a
timely basis or has timely filed a valid extension of such time of filing and has filed such
reports prior to the expiration of any such extension. The Company has filed (i) its Annual Report
on Form 10-K for its fiscal year ended February 3, 2007 and (ii) its Quarterly Reports on Form 10-Q
for each of its first three fiscal quarters after February 3, 2007 (collectively, the “SEC
Reports”). Each SEC



10









 







Report was, at the time of its filing, in substantial compliance with the requirements of its
respective form and none of the SEC Reports, nor the financial statements (and the notes thereto)
included in the SEC Reports, as of their respective filing dates, contained any untrue statement of
a material fact or omitted to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the SEC Reports comply as to form
in all material respects with applicable accounting requirements and the published rules and
regulations of the Commission or other applicable rules and regulations as in effect at the time of
filing. Such financial statements have been prepared in accordance with generally accepted
accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except
(i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the
case of unaudited interim statements, to the extent they may not include footnotes or may be
condensed) and fairly present in all material respects the financial condition, the results of
operations and the cash flows of the Company and its subsidiaries, on a consolidated basis, as of,
and for, the periods presented in each such SEC Report, subject, in the case of unaudited
statement, to normal, immaterial, year-end audit adjustments and the absence of complete footnotes.



     9. Miscellaneous.



          (a) Remedies. In the event of a breach by the Company or by a Holder, of any of their
respective obligations under this Agreement, each Holder or the Company, as the case may be, in
addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, will be entitled to specific performance of its rights under this
Agreement.




          (b) No Piggyback on Registrations. Except as and to the extent specified in
Schedule 6(d) hereto, neither the Company nor any of its security holders (other than the
Holders in such capacity pursuant hereto) may include securities of the Company in any Registration
Statement other than the Registrable Securities, and the Company shall not after the date hereof
enter into any agreement providing any such right for inclusion of shares in the Registration
Statement relating to the Registrable Securities to any of its security holders. Except as and to
the extent specified in Schedule 6(d) hereto, the Company has not previously entered into
any agreement granting any registration rights with respect to any of its securities to any Person
that have not been fully satisfied.




          (c) Compliance. Each Holder covenants and agrees that it will comply with the
prospectus delivery requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to the Registration Statement.




          (d) Discontinued Disposition. Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the occurrence of a
Discontinuation Event, such Holder will forthwith discontinue disposition of such Registrable
Securities under the applicable Registration Statement until such Holder’s receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing
(the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental filings that are incorporated or
deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company
may provide appropriate stop orders to enforce the provisions of this paragraph. The Company
agrees to use its reasonable best efforts to immediately cure any such Discontinuation



11









 






Event and to use its reasonable best efforts to immediately provide copies of any such supplement
or amendment or use its reasonable best efforts to immediately deliver the Advice to each Holder.




          (e) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and the Required Holders. Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates exclusively to the
rights of certain Holders and that does not directly or indirectly affect the rights of other
Holders may be given by Holders of at least a majority of the Registrable Securities to which such
waiver or consent relates; provided, however, that the provisions of this sentence may not be
amended, modified, or supplemented except in accordance with the provisions of the immediately
preceding sentence.




          (f) Notices. Any notice or request hereunder may be given to the Company or the
Securityholders at the respective addresses set forth below or as may hereafter be specified in a
notice designated as a change of address under this Section 9(f). Any notice or request hereunder
shall be given by registered or certified mail, return receipt requested, hand delivery, overnight
mail, Federal Express or other national overnight next day carrier (collectively, “Courier”) or
telecopy or electronic mail. Notices and requests shall be, in the case of those by hand delivery,
deemed to have been given when delivered to any party to whom it is addressed, in the case of those
by mail, deemed to have been given three (3) business days after the date when deposited in the
mail, in the case of a Courier, the next business day following timely delivery of the package with
the Courier, and, in the case of a telecopy or electronic mail, when confirmed. The address for
such notices and communications shall be as follows:




	 	 	 
	If to the Company:

	 	Bakers Footwear Group, Inc.
	 

	 	2815 Scott Avenue
	 

	 	St. Louis, MO 63103
	 

	 	Attention: Peter A. Edison, Chief
	 

	 	Executive Officer
	 

	 	Fax Number: (314) 641-0390
	 

	 	Email Address: pedison@bfgstl.com
	 
	 	 
	With a Copy to:

	 	Bryan Cave LLP
	 

	 	William L. Cole, Esq.
	 

	 	211 N. Broadway, Suite 3800
	 

	 	St. Louis, MO 63102
	 

	 	Fax Number: (314) 259-2020
	 

	 	Email Address: wlcole@bryancave.com
	 
	 	 
	If to a Securityholder:

	 	To the address set forth under such
Securityholder’s name on the signature
pages hereto.
	 
	 	 
	If to any other Person who is
then the registered Holder:

	 	To the address of such Holder as it
appears in the stock transfer books of the
Company






12









 





or such other address as may be designated in writing hereafter in accordance with this Section
9(f) by such Person.




          (g) Successors and Assigns.




               (i) Assignments and Transfers by Holders. The provisions of this Agreement shall be
binding upon and inure to the benefit of the Holders and their respective successors and assigns.
Each Holder may transfer or assign, in whole or from time to time in part, to one or more persons,
which shall be (A) an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended
under the Securities Act, (B) shall be an employee, director, officer or Affiliate of Private
Equity Management Group, LLC, (C) shall not be a direct competitor of the Company, and (D) which
shall agree in writing to be bound by the terms and conditions of this Agreement, an executed
counterpart of which shall be furnished to the Company, its rights hereunder in connection with the
transfer of Registrable Securities by Holder to such person, provided that the Holder complies with
all laws applicable thereto and provides written notice of assignment to the Company promptly after
such assignment is effected.



               (ii) Assignments and Transfers by the Company. This Agreement may not be assigned by
the Company (whether by operation of law or otherwise) without the prior written consent of the
Required Holders, provided, however, that the Company may assign its rights and delegate its duties
hereunder to any surviving or successor corporation in connection with a merger or consolidation of
the Company with another corporation, or a sale, transfer or other disposition of all or
substantially all of the Company’s assets to another corporation, without the prior written consent
of the Required Holders, after notice duly given by the Company to each Holder.



          (h) Execution and Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original and, all of which
taken together shall constitute one and the same Agreement. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with the same force and
effect as if such facsimile signature were the original thereof.




          (i) Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of California, without regard to the principles of conflicts of
law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement shall be commenced exclusively in the
state and federal courts sitting in Los Angeles, California. Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in Los Angeles,
California for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not
to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any
such court, that such Proceeding is improper. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such Proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees that such service
shall




13









 




constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law.




          (j) Cumulative Remedies. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.




          (k) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or unenforceable.




          (l) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.




          (m) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. This
Agreement supersedes all prior agreements and understandings between the parties with respect to
such subject matter.




*********




*



14









 








SIGNATURE PAGE

TO

REGISTRATION RIGHTS AGREEMENT




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



	 	 	 	 	 	 	 
	 	 	BAKERS FOOTWEAR GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Peter A. Edison
	 	 
	 

	 	Title:
	 	Chairman, Chief Executive Officer
and President	 	 
	 

	 	Address:
	 	2815 Scott Avenue	 	 
	 

	 	 	 	St. Louis, Missouri 63103	 	 
	 

	 	Fax Number:
	 	(314) 641-0390	 	 
	 

	 	Email Address:
	 	pedison@bfgstl.com	 	 

















 








SIGNATURE PAGE

TO

REGISTRATION RIGHTS AGREEMENT




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



	 	 	 	 	 	 	 
	 	 	SECURITYHOLDER:	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 
	 

	 	Fax Number:	 	 	 	 
	 

	 	Email Address:	 	 	 	 

















 








EXHIBIT A




Securityholders




Private Equity Management Group, Inc.

1 Park Plaza, Suite 550

Irvine, California 92614

Attention: Peter Paul Mendel, Esq., General Counsel

Fax No.: (949) 757-0978















 








Schedule 6(d)



1. Registration rights granted to prior holders of the Company’s subordinated convertible
debentures (2004):



The Company granted certain demand and other registration rights to the prior holders of its
subordinated convertible debentures due 2007 under the terms and conditions of a certain Second
Registration Rights Agreement dated January 2, 2004 by and among the Company and the selling
shareholders (incorporated by reference to Exhibit 4.2.1 of Amendment No. 3 to the Company’s
Registration Statement on Form S-1 (File No. 333-86332), filed with the SEC on January 8, 2004)
(“Second Registration Rights Agreement”).



The Company registered 653,331 shares of common stock pursuant to this agreement. See
Post-Effective Amendment No. 5 on Form S-3 to Registration Statement on Form S-1 (File No.
333-112386) and prospectus dated May 9, 2005 (the “2005 Debenture Shares Registration Statement”).



2. Registration rights granted to representatives of the underwriters in connection with the
Company’s initial public offering:



The Company granted certain demand, piggy-back and other registration rights in connection with the
warrants issued in connection with our initial public offering pursuant to the terms of that
certain Representatives’ Warrant Agreement, dated February 10, 2004 by and among the Company, Ryan
Beck & Co., Inc. and BB&T Capital Markets, a Division of Scott & Stringfellow, Inc. (incorporated
by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended
January 3, 2004 filed on April 2, 2004 (File No. 000-50563)) (“Representatives’ Warrant
Agreement”). In connection with the Company’s initial public offering, the Company issued to the
representatives of the underwriters and their designees warrants to purchase up to 216,000 shares
of common stock, subject to anti-dilution adjustments, at an exercise price equal to $12.7875 per
share. Warrants to purchase up to 121,500 shares of common stock remain unexercised. The warrant
holders may exercise the warrants at any time during the four-year period commencing on February
10, 2005. The warrant holders are entitled to receive, at any time and from time to time, shares
of common stock under a cashless exercise provision based on the value of the warrants at the time
of exercise. The Company is obligated to register the shares underlying these warrants and has
other obligations to the representatives of the underwriters pursuant to the Representatives’
Warrant Agreement.



Under the terms of the Representatives’ Warrant Agreement, the Company is required for a period of
five years after February 10, 2004, (i) at the request of a majority of the warrant holders, to use
its best efforts to file one registration statement, at its expense, covering the sale of the
shares of common stock underlying the warrants and (ii) at the request of any holders of warrants,
to file additional registration statements covering the shares of common stock underlying the
warrants at the expense of those holders. The Company is required to maintain the effectiveness of
any demand registration statement for up to nine consecutive months. Except for the registration
rights that it granted to the prior holders of its previously outstanding subordinated convertible
debentures, the Company generally agreed not to make any registered offering of its securities,
with limited exceptions, or to include any other shares on any such demand registration statement,
at any time that the Company is required to maintain the effectiveness of a demand registration
statement under the agreement, without first obtaining the consent of a majority of the holders of
warrants




1









 




and warrant shares that are not then held by the public or by the Company or other excepted persons
who have a relationship with the Company and the Company’s affiliates. See Section 7.4(g) of the
Representatives’ Warrant Agreement. In connection with the Company’s April 8, 2005 private
placement, the majority-in-interest of the warrant holders waived certain of these rights.



In addition, the Company is required to include the shares of common stock underlying the warrants
in any appropriate registration statement that it files during the six years following the
consummation of the Company’s initial public offering. In connection with the April 2005 private
placement, in addition to the registration rights described above, the Company agreed to register
the shares underlying the warrants described above. The Company has registered for resale the
shares underlying these warrants in a registration statement which also relates to the common stock
and warrants issued in our April 8, 2005 private placement although the above described
registration rights still exist. See Amendment No. 1 to Registration Statement on Form S-3 (File
No. 333-124672) and prospectus dated May 25, 2005 and prospectus supplement thereto dated February
21, 2006 (the “2005 PIPE Registration Statement”).



The Company is required to provide 30 days prior written notice to the Holders under the
Representatives’ Warrant Agreement prior to filing any other registration statement and to afford
each of the Representatives and such Holders of the Warrants and/or Warrant Shares the opportunity
to have any such Warrant Shares registered under such registration statement.



3. Registration rights granted in connection with April 2005 private placement
transaction:



In connection with the Company’s private placement in April 2005, the Company issued, to the
investors and the placement agent in that offering, warrants to purchase 250,000 shares and 125,000
shares, respectively, of our common stock, subject to anti-dilution and other adjustments, at an
exercise price of $10.18 per share. The warrants issued in the private placement are generally
exercisable until April 8, 2010. We generally have the right to call the warrants issued in April
2005 to the investors, but not the placement agent, at a redemption price equal to $0.01 per share,
which will likely cause their exercise into shares of common stock, in the event that the closing
bid price of a share of our common stock equals or exceeds $25.00 per share for any 20 consecutive
trading days commencing after the registration statement relating to the shares is declared
effective.



Under the terms of the investor warrants, we are required to exercise such right within one
business day immediately following the end of any such 20 day trading period. The private placement
warrant holders are entitled to receive shares of our common stock under a cashless exercise
provision if the registration statement required by the applicable registration rights agreement
was not declared effective by April 8, 2006, or if sales of such shares cannot be made for any
reason, subject to limited exceptions. The cashless exercise provision of the warrants issued to
the placement agent is generally available to the placement agent and not subject to restrictions.



We were obligated to register the shares issued and underlying the warrants issued in the private
placement and have other obligations to the investors and the placement agent pursuant to the
Registration Rights Agreement dated April 8, 2005 by and among the Company, the Investors named
therein and Ryan Beck & Co., Inc. (incorporated by reference to Exhibit 4.2 to the Company’s
Current Report on Form 8-K (File No. 000-50563), filed on April 13, 2005) (the “2005 Registration
Rights Agreement”). Under the 2005 Registration Rights Agreement, the Company must file a
registration statement upon the written demand of any Investor (as defined therein).




2









 







Also pursuant to the 2005 Registration Rights Agreement, the Company filed, at its expense, a
registration statement with the SEC which was declared effective on May 25, 2005 and covers the
resale of the shares of common stock issued in the April 2005 private placement, the shares of
common stock underlying the warrants issued to the investors and the placement agent in the April
2005 private placement and the 216,000 shares of common stock underlying the warrants granted to
the representatives of the underwriters in connection with our initial public offering. Investor
warrants relating to up to 137,500 shares of our common stock and placement agent warrants relating
to up to 125,000 shares of our common stock are outstanding, respectively.



Although the Company has already registered the shares of common stock sold in connection with the
Company’s 2005 private placement, the warrants issued to the investors and the shares of common
stock issuable upon the exercise of the placement agent warrants, the above described registration
rights still exist.



4. Registration rights granted in connection with June 2007 issuance of the Company’s
subordinated convertible debentures:



Reference is made to that certain Registration Rights Agreement dated June 26, 2007 by and among
the Company and the securityholders named therein (incorporated by reference to Exhibit 4.5 of the
Company’s Current Report on Form 8-K filed with the SEC on July 2, 2007) (the “Debenture
Registration Rights Agreement”).



On June 26, 2007 the Company issued $4 million aggregate principal amount of subordinated
convertible debentures (the “Debentures”) in a private placement. The Debentures are convertible
into shares of the Borrower’s common stock at any time. The initial conversion price is $9.00 per
share, subject to the limitations and adjustments provided in the Debentures. Based on the initial
conversion price, the Debentures are convertible into an aggregate of 444,441 shares of the
Borrower’s common stock, after eliminating fractional shares. The Borrower generally has the
right, but not the obligation, to call the Debentures at any time prior to conversion if the
closing price of the Borrower’s common stock (as adjusted for stock dividends, subdivisions or
combinations) is equal to or above $16.00 per share for each of 20 consecutive trading days and
certain other equity conditions and other conditions are met.



The conversion price, and thus the number of shares into which the Debentures are convertible, is
subject to anti-dilution adjustments relating to stock dividends, or subdivisions or combination of
the Borrower’s capital stock.



In addition, the Debentures contain a weighted average conversion price adjustment generally for
future issuances, at prices less than the then current conversion price, of common stock or
securities convertible into, or options to purchase, shares of common stock, excluding generally
currently outstanding options, warrants or performance shares and any future issuances pursuant to
any properly authorized equity compensation plans. The conversion price of the Debentures will be
affected by the term loan transaction, although the exact impact will not be calculated until after
closing.



The Company also entered into the Debenture Registration Rights Agreement with the debenture
holders in respect of the shares of common stock underlying the Debentures. As described in more
detail below, the Debenture Registration Rights Agreement generally provides for certain demand


3









 






and “piggy-back” registration rights for a period of up to two years after all of the principal
amount of the Debentures cease to be outstanding. The Company also has certain other ongoing
obligations, including providing the debenture holders with specified notices and certain
information, making required SEC filings, indemnifying the Debenture holders for certain
liabilities and generally paying expenses of the Debenture holders. Under the Debenture
Registration Rights Agreement, the Company has the right to suspend use of the registration
statement for not more than 30 consecutive days or for a total of more than 60 days in any 12 month
period in certain circumstances.



Under the Registration Rights Agreement, the Company must file a registration statement upon the
written demand of the holders of a majority of the Registrable Securities (as defined therein)
until two years after all of the principal amount of the Debentures ceases to be outstanding.
Furthermore, the Debenture holders have piggy-back registration rights until two years after all of
the principal amount of the Debentures ceases to be outstanding. The Company is required to
provide 30 days prior written notice to the Debenture holders prior to filing any other
registration statement and to afford each of the securityholders the opportunity to have their
Registrable Securities registered under such registration statement.





4











 





Schedule E-1




Allocation of Common Shares




	 	 	 
	Company	 	Shares Allocated
	Private Equity Management Group, Inc.
	 	350,000







SCHEDULE E-1 - 1












 





SCHEDULE P-1




Permitted Liens





	1.	 	Liens in favor of Bank of America, N.A. created in connection with that certain Second
Amended and Restated Loan and Security Agreement dated as of August 31, 2006 between Bakers
Footwear Group, Inc. and Bank of America, N.A.
	 
	2.	 	A variety of security interests have been filed on behalf of certain lenders for the
“Bakers,” “Wild Pair” and other marks which may affect the Borrower’s rights in any
registrations and applications or concurrently owned registrations and applications.
Pursuant to an Asset Purchase Agreement dated May 19, 1999 and an Amendment to Purchase
Agreement dated May 25, 1999, and a bankruptcy court order dated June 15, 1999, the
Borrower acquired certain marks that were previously registered in the name of Edison
Brothers. However, the security interest filings relating to some of those marks were not
removed. Filing relating to the interest of Novus, Inc., a Puerto Rican company, in some
of those marks are also on file. The Borrower does not have the right to use “Bakers” and
“Wild Pair” in certain places outside of the United States. The information under “Risk
Factors—Our ability to expand into some territorial and foreign jurisdictions under the
trademarks ‘Bakers’ and ‘Wild Pair’ is restricted” and “Risk Factors—Our potential
inability or failure to renew, register or otherwise protect our trademarks could have a
negative impact on the value of our brand names” of the Borrower’s Annual Report on Form
10-K for the fiscal year ended February 3, 2007 is incorporated herein by reference.


















 





Schedule 1.1



As used in the Agreement, the following terms shall have the following definitions:




     “Account” means an account (as that term is defined in the Code).



     “Account Debtor” means any Person who is obligated on an Account, chattel paper, or a
general intangible.



     “Acquisition” means the (i) purchase or acquisition of (x) all or substantially all of
the assets of another Person or (y) Control of a Person, or (ii) merger or consolidation of any
Person with or into any other Person, in each case in one transaction or a group of transactions
which are part of a common plan.



     “Affiliate” means, as applied to any Person, any other Person who controls, is
controlled by, or is under common control with, such Person. For purposes of this definition,
“control” means the possession, directly or indirectly through one or more intermediaries,
of the power to direct the management and policies of a Person, whether through the ownership of
common stock, by contract, or otherwise; provided, however, that, for purposes of
Section 6.13 hereof: (a) any Person which owns directly or indirectly 25% or more of the
common stock having ordinary voting power for the election of directors or other members of the
governing body of a Person or 25% or more of the partnership or other ownership interests of a
Person (other than as a limited partner of such Person) shall be deemed to be an Affiliate of such
Person, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of
such Person, and (c) each partnership or joint venture in which a Person is a partner or joint
venturer shall be deemed an Affiliate of such Person.



     “Agent” has the meaning specified therefor in the preamble to the Agreement.



     “Agent-Related Persons” means Agent, together with its Affiliates, officers,
directors, employees, attorneys, and agents.



     “Agent’s Account” means the Deposit Account of Agent identified on Schedule
A-1.



     “Agent’s Liens” means the Liens granted by Borrower or its Subsidiaries to Agent under
the Loan Documents.



     “Aggregate Term Loan Exposure” means, as of any date of determination, the sum of the
aggregate outstanding principal amount of the Term Loan.



     “Agreement” means the Credit Agreement to which this Schedule 1.1 is attached.



     “Applicable Prepayment Premium” has the meaning specified therefor in the Fee Letter.



     “Assignee” has the meaning specified therefor in Section 13.1(a).



     “Assignment and Acceptance” means an Assignment and Acceptance Agreement substantially
in the form of Exhibit A-1.



SCHEDULE 1.1 - 1









 





     “Authorized Officer” means any of the Chief Executive Officer, the President or the
Chief Financial Officer of the Borrower.



     “Authorized Person” means any of the Chief Executive Officer, President, Chief
Financial Officer, Chief Accounting Officer or Controller of Borrower.



     “Bankruptcy Code” means title 11 of the United States Code, as in effect from time to
time.



     “Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35) of
ERISA) for which Borrower or ERISA Affiliate of Borrower has been an “employer” (as defined
in Section 3(5) of ERISA) within the past six years.



     “Board of Directors” means the board of directors (or comparable managers) of Borrower
or any committee thereof duly authorized to act on behalf of the board of directors (or comparable
managers).



     “Borrower” has the meaning specified therefor in the preamble to the Agreement.



     “Borrowing” means the borrowing hereunder consisting of the Term Loan.



     “Business Day” means any day that is not a Saturday, Sunday, or other day on which
banks are authorized or required to close in the state of California.



     “Capital Expenditures” means, with respect to any Person for any period, the aggregate
of all expenditures by such Person and its Subsidiaries during such period that are capital
expenditures as determined in accordance with GAAP (excluding (a) normal replacements and
maintenance which are properly charged to current operations; (b) expenditures to the extent
reimbursed or financed from insurance proceeds paid on account of the loss or the damage to the
assets being replaced or restored, or from awards of compensation arising from the taking by
condemnation or eminent domain or such assets being replaced; or (c) expenditures made from the
proceeds of landlord construction allowances).



     “Capitalized Lease Obligation” means that portion of the obligations under a Capital
Lease that is required to be capitalized in accordance with GAAP.



     “Capital Lease” means a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP.



     “Capital Stock” means shares of common stock, preferred stock or any other class of
equity securities of the Borrower including, without limitation, any debt or other obligation of
the Borrower convertible by its terms into shares of common stock, preferred stock or any other
class of equity securities of the Borrower.



     “Cash Equivalents” means (a) marketable direct obligations issued or unconditionally
guaranteed by the United States or issued by any agency thereof and backed by the full faith and
credit of the United States, in each case maturing within 1 year from the date of acquisition
thereof, (b) marketable direct obligations issued by any state of the United States or any
political



SCHEDULE 1.1 - 2









 







subdivision of any such state or any public instrumentality thereof maturing within 1 year
from the date of acquisition thereof and, at the time of acquisition, having the highest rating
obtainable from either S&P or Moody’s, (c) commercial paper or other money market instruments
maturing no more than 1 year from the date of acquisition thereof and, at the time of acquisition,
having a short-term debt rating of A-1 or P-1, or better, or a long-term debt rating of BBB or
better, from S&P or Moody’s, (d) certificates of deposit or bankers’ acceptances maturing within 1
year from the date of acquisition thereof either (i) issued by any bank which has a rating of A or
A2, or better, from S&P or Moody’s, or (ii) constituting certificates of deposit less than or equal
to $100,000 in the aggregate issued by any other bank insured by the Federal Deposit Insurance
Corporation, and (e) shares of any money market mutual fund that has substantially all of its
assets invested in the types of investments referred to in clauses (a) – (d) above.



     “Change of Control” means the occurrence of any of the following in one or a series of
related transactions: (i) an acquisition after the date hereof by a Person or “group” (as described
in Rule 13d-5(b)(1) under the Exchange Act but excluding Agent or its Affiliates) of more than 50%
of the voting rights or equity interests of Borrower; (ii) a majority of the members of the Board
of Directors of Borrower does not constitute Continuing Directors; (iii) a Fundamental Transaction,
a merger or consolidation of Borrower or any Subsidiary thereof or a sale of substantially all of
the assets of Borrower in one or a series of related transactions, unless following such
transaction or series of transactions, the holders of the Borrower’s voting rights or equity
interests prior to the first such transaction continue to hold at least a majority of the voting
rights or equity interests in the surviving entity or acquirer of such assets; (iv) a
recapitalization, reorganization or other transaction involving a Person or any Subsidiary thereof
that constitutes or results in a transfer of more than 50% of the voting rights or equity interests
in Borrower, unless following such transaction or series of transactions, the holders of Borrower’s
voting rights or equity interests prior to the first such transaction continue to hold at least a
majority of the voting rights and Stock in the surviving entity or acquirer of such assets; (v)
consummation of a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act with
respect to Borrower; or (vi) the execution by Borrower or its Controlling shareholders of an
agreement providing for or reasonably likely to result in any of the foregoing events.



     “Closing Date” means the date on which each of the conditions precedent set forth in
Section 3.1 with respect to the Term Loan either has been satisfied or has been waived.



     Closing Date Projections” means the set of Projections of Borrower through Borrower’s
fiscal year ending in 2011 (on a quarter by quarter basis), in form and substance (including as to
scope and underlying assumptions) reasonably satisfactory to Agent.



     “Code” means the California Uniform Commercial Code, as in effect from time to time.



     “Collateral” means all assets and interests in assets and proceeds thereof now owned
or hereafter acquired by Borrower or any of its Subsidiaries in or upon which a Lien is granted
under any of the Loan Documents.



     “Collateral Access Agreement” means a landlord waiver, bailee letter, or
acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in
possession of, having a Lien upon, or having rights or interests in any of Borrower’s or any of



SCHEDULE 1.1 - 3









 







its Subsidiaries books and records, Equipment or Inventory, in each case, in form and
substance satisfactory to Agent.



     “Collections” means all cash (including insurance proceeds, proceeds of cash sales,
rental proceeds, and tax refunds, and checks, notes, instruments, and other items of payment
reduced to cash) of Borrower or any of its Subsidiaries.



     “Commitment” means, with respect to each Lender, its Commitment, and, with respect to
all Lenders, their Commitments, in each case as such Dollar amounts are set forth beside such
Lender’s name under the applicable heading on Schedule B-1.



     “Common Stock” means the common stock of the Borrower, $0.0001 par value per share,
and any securities into which such common stock may hereafter be reclassified.



     “Common Shares” means the Common Stock issued pursuant to section 2.15.



     “Compliance Certificate” means a certificate substantially in the form of Exhibit
C-1 delivered by the chief executive officer and the chief financial officer or the chief
accounting officer of Borrower to Agent.



     “Continuing Director” means (a) any member of the Board of Directors who was a
director (or comparable manager) of Borrower on the Closing Date, and (b) any individual who
becomes a member of the Board of Directors after the Closing Date if such individual was appointed
or nominated for election to the Board of Directors by a majority of the Continuing Directors, but
excluding any such individual originally proposed for election in opposition to the Board of
Directors in office at the Closing Date in an actual or threatened election contest relating to the
election of the directors (or comparable managers) of Borrower and whose initial assumption of
office resulted from such contest or the settlement thereof.



     “Control” means the possession, direct or indirect, of the power to cause the
direction of the management and policies of a Person whether through the ownership of Stock, by
contract or otherwise. A Person shall be deemed to have control of another Person if it is a
“beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 of the Exchange Act) or a
member of a “group” that is the beneficial owner, directly or indirectly, of 50% or more of the
voting rights or equity interests in such Person. A Person shall be deemed to direct the management
and policies of a Person if it, without limitation, obtains the power (whether or not exercised) to
elect a majority of the Board of Directors of such Person. The terms “Controlled” and “Controlling”
as used herein are intended to have the same meaning as “Control.”



     “Control Agreement” means a control agreement, in form and substance reasonably
satisfactory to Agent, executed and delivered by Borrower or one of its Subsidiaries, Agent, and
the applicable securities intermediary (with respect to a Securities Account) or bank (with respect
to a Deposit Account).



     “Copyright” has the meaning specified therefor in the Security Agreement.



     “Copyright Security Agreement” has the meaning specified therefor in the Security
Agreement.



SCHEDULE 1.1 - 4









 





     “Daily Balance” means, as of any date of determination and with respect to any
Obligation, the amount of such Obligation owed at the end of such day.



     “Debenture Documents” means (i) the Debenture Purchase Agreement and (ii) the
Transaction Documents (as defined in the Debenture Purchase Agreement).



     “Debenture Purchase Agreement” means the Subordinated Convertible Debenture Purchase
Agreement, dated June 13, 2007, by and among Borrower and the Investors.



     “Debenture Subordination Agreement” means a subordination agreement, in form and
substance satisfactory to Agent, executed and delivered by the Investors to Agent.



     “Default” means an event, condition, or default that, with the giving of notice, the
passage of time, or both, would be an Event of Default.



     “Defaulting Lender” means any Lender that fails to make any portion of the Term Loan
that it is required to make hereunder on the date that it is required to do so hereunder.



     “Defaulting Lender Rate” means the interest rate applicable to the Term Loan.



     “Department of Labor” means the United States Department of Labor.



     “Deposit Account” means any deposit account (as that term is defined in the Code).



     “Designated Account” means the Deposit Account of Borrower identified on Schedule
C-1.



     “Designated Account Bank” has the meaning specified therefor in Schedule C-1.



     “Disposition” means any transaction, or series of related transactions, pursuant to
which any Person or any of its Subsidiaries sells, assigns, transfers or otherwise disposes of any
property or assets (whether now owned or hereafter acquired) to any other Person, in each case,
whether or not the consideration therefor consists of cash, securities or other assets owned by the
acquiring Person.



     “Dollars” or “$” means United States dollars.



     “Domestic Subsidiary” means any Subsidiary of Borrower which is not a Foreign
Subsidiary of Borrower.



     “EBITDA” means, with respect to any fiscal period, Borrower’s and its Subsidiaries’
consolidated net income (or loss), minus interest income, decreases in the recorded value of
outstanding warrants, extraordinary items, and gains on sale of property and equipment plus
interest expense, increases in the recorded value of outstanding warrants, income tax expense,
depreciation and amortization, impairment of long-lived assets, losses on disposal of property and
equipment, and stock-based compensation expense in each case, as determined in accordance with
GAAP.



SCHEDULE 1.1 - 5









 





     “Eligible Market” means any of the New York Stock Exchange, the American Stock
Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market.



     Eligible Transferee” means (a) an Affiliate of Agent or Related Fund, (b) who in any
event is not a direct competitor of Borrower and (c) who is an “accredited investor” as defined in
Rule 501(a) of Regulation D, as amended, under the Securities Act.



     “Environmental Actions” means any complaint, summons, citation, notice, directive,
order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter,
or other communication from any Governmental Authority, or any third party involving violations of
Environmental Laws or releases of Hazardous Materials (a) from any assets, properties, or
businesses of Borrower or any of its predecessors in interest, (b) from any assets, properties, or
businesses of any Subsidiary of Borrower (or any predecessor in interest of such Subsidiary)
material to the business of Borrower and its Subsidiaries, taken as a whole, (c) from adjoining
properties or businesses, or (d) from or onto any facilities which received Hazardous Materials
generated by Borrower, any Subsidiary of Borrower or any of their predecessors in interest.



     “Environmental Law” means any applicable federal, state, provincial, foreign or local
statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and
enforceable written policy or rule of common law now or hereafter in effect and in each case as
amended, or any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, in each case, to the extent binding on Borrower
or any Subsidiary of Borrower, relating to the environment, the effect of the environment on
employee health, or Hazardous Materials, in each case as amended from time to time.



     “Environmental Liabilities” means all liabilities, monetary obligations, losses,
damages, punitive damages, consequential damages, treble damages, costs and expenses (including all
reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of
investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a
result of any claim or demand, or Remedial Action required, by any Governmental Authority or any
third party, and which relate to any Environmental Action.



     “Environmental Lien” means any Lien in favor of any Governmental Authority for
Environmental Liabilities.



     “Equipment” means equipment (as that term is defined in the Code).



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any
successor statute thereto.



     “ERISA Affiliate” means (a) any Person subject to ERISA whose employees are treated as
employed by the same employer as the employees of Borrower or a Subsidiary of Borrower under IRC
Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed
by the same employer as the employees of Borrower or a Subsidiary of Borrower under IRC Section
414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any
organization subject to ERISA that is a member of an affiliated



SCHEDULE 1.1 - 6









 







service group of which Borrower or a Subsidiary of Borrower is a member under IRC Section
414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person
subject to ERISA that is a party to an arrangement with Borrower or a Subsidiary of Borrower and
whose employees are aggregated with the employees of Borrower or a Subsidiary of Borrower under IRC
Section 414(o).



     “ERISA Event” means (a) a Reportable Event with respect to any Benefit Plan or
Multiemployer Plan, (b) the withdrawal of Borrower or ERISA Affiliates from a Benefit Plan during a
Plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), (c)
the providing of notice of intent to terminate a Benefit Plan in a distress termination (as
described in Section 4041(c) of ERISA), (d) the institution by the PBGC of proceedings to terminate
a Benefit Plan or Multiemployer Plan, (e) any event or condition (i) that provides a basis under
Section 4042(a)(1), (2), or (3) of ERISA for the termination of, or the appointment of a trustee to
administer, any Benefit Plan or Multiemployer Plan, or (ii) that may result in termination of a
Multiemployer Plan pursuant to Section 4041A of ERISA, (f) the partial or complete withdrawal
within the meaning of Sections 4203 and 4205 of ERISA, of Borrower or its Subsidiaries or any of
their ERISA Affiliates from a Multiemployer Plan, or (g) providing any security to any plan under
Section 401(a)(29) of the IRC by Borrower or its Subsidiaries or any of their ERISA Affiliates.



     “Event of Default” has the meaning specified therefor in Section 7.



     “Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to
time.



     “Extraordinary Receipts” means any Collections received by Borrower or any of its
Subsidiaries not in the ordinary course of business (and not consisting of proceeds described in
Section 2.4(c)(ii) hereof), including (a) pension plan reversions, (b) proceeds of
insurance (including proceeds of the key man life insurance policies), (c) judgments, proceeds of
settlements or other consideration of any kind in connection with any cause of action, (d)
condemnation awards (and payments in lieu thereof), (e) indemnity payments and (f) any purchase
price adjustment received in connection with any purchase agreement.



     “Fee Letter” means that certain fee letter between Borrower and Agent, in form and
substance satisfactory to Agent.



     “Foreign Subsidiary” means any Subsidiary of Borrower which is organized under the
laws of a jurisdiction other than the United States of America or any state or Governmental
Authority thereof.



     “Fundamental Transaction” means (a) Borrower effects any merger or consolidation of
Borrower with or into another Person and Borrower is not the survivor, (b) Borrower effects any
sale of all or substantially all of its assets in one or a series of related transactions, (c) any
tender offer or exchange offer (whether by Borrower or another Person) is completed which results
in a Change of Control and pursuant to which holders of Common Stock tender or exchange their
shares for other securities, cash or property, or (d) Borrower effects any reclassification of the



SCHEDULE 1.1 - 7









 







Common Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other Stock, cash or property.



     “Funding Date” means the date on which the Borrowing occurs.



     “GAAP” means generally accepted accounting principles as in effect from time to time
in the United States, consistently applied.



     “Governing Documents” means, with respect to any Person, the certificate or articles
of incorporation, by-laws, or other organizational documents of such Person.



     “Governmental Authority” means any federal, state, local, or other governmental or
administrative body, instrumentality, board, department, or agency or any court, tribunal,
administrative hearing body, arbitration panel, commission, or other similar dispute-resolving
panel or body.



     “Hazardous Materials” means (a) substances that are defined or listed in, or otherwise
classified pursuant to, any applicable laws or regulations as “hazardous substances,”
“hazardous materials,” “hazardous wastes,” “toxic substances,” or any other
formulation intended to define, list, or classify substances by reason of deleterious properties
such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP
toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas
liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the
exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any
flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or
electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated
biphenyls in excess of 50 parts per million.



     “Holdout Lender” has the meaning specified therefor in Section 14.2(a).



     “Indebtedness” means (a) all obligations for borrowed money, (b) all obligations
evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other
obligations in respect of letters of credit, bankers acceptances, interest rate swaps, or other
financial products, (c) all obligations as a lessee under Capital Leases, (d) all obligations or
liabilities of others secured by a Lien on any asset of such Person, irrespective of whether such
obligation or liability is assumed, (e) all obligations to pay the deferred purchase price of
assets (other than debt incurred in the ordinary course of business, such as wages payable, trade
credit and other customary accruals, and repayable in accordance with customary trade practices),
and (f) any obligation guaranteeing or intended to guarantee (whether directly or indirectly
guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other
Person that constitutes Indebtedness under any of clauses (a) through (e) above.



     “Indemnified Liabilities” has the meaning specified therefor in Section 10.3.



     “Indemnified Person” has the meaning specified therefor in Section 10.3.



SCHEDULE 1.1 - 8









 





     “Individual Lender Term Loan Exposure” means, for a particular Lender, as of any date
of determination, the aggregate outstanding principal amount of such Lender’s portions of the Term
Loan.



     “Insolvency Proceeding” means any proceeding commenced by or against any Person under
any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency
law, assignments for the benefit of creditors, formal or informal moratoria, compositions,
extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other
similar relief.



     “Intellectual Property Collateral” has the meaning specified therefor in the Security
Agreement.



     “Interest Expense” means, for any period, the aggregate of the interest expense of
Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP.



     “Inventory” means inventory (as that term is defined in the Code).



     “Investment” means, with respect to any Person, any investment by such Person in any
other Person (including Affiliates) in the form of loans, guarantees, advances, or capital
contributions (excluding (a) commission, travel, relocation and similar advances to officers and
employees of such Person made in the ordinary course of business, and (b) bona fide Accounts
arising in the ordinary course of business consistent with past practice), purchases or other
acquisitions of Indebtedness, securities (excluding cashless exercises, including by delivery of
previously outstanding shares, or terminations of options or warrants or similar transactions), or
all or substantially all of the assets of such other Person (or of any division or business line of
such other Person), and any other items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP.



     “Investors” means, collectively, Mississippi Valley Capital, LLC, Julian I. Edison,
Beatrice C. Edison Irrevocable Trust, Andrew N. Baur Revocable Trust, Scott C. Schnuck, Louis N.
Goldring Revocable Trust dated April 15, 1997, and Linn H. Bealke Revocable Trust.



     “IRC” means the Internal Revenue Code of 1986, as in effect from time to time.



     “IRS” means the Internal Revenue Service.



     “Lender” and “Lenders” have the respective meanings set forth in the preamble
to the Agreement, and shall include any other Person made a party to the Agreement in accordance
with the provisions of Section 13.1.



     “Lender Group” means, individually and collectively, each of the Lenders (including
the Issuing Lender) and Agent.



     “Lender Group Expenses” means all (a) costs or expenses (including taxes, and
insurance premiums) required to be paid by Borrower under any of the Loan Documents that are paid,
advanced, or incurred by the Lender Group, (b) fees or charges reasonably paid or incurred by



SCHEDULE 1.1 - 9









 







Agent in connection with the Lender Group’s transactions with Borrower, including, fees or
charges for photocopying, notarization, couriers and messengers, telecommunication, public record
searches (including tax lien, litigation, and UCC searches and including searches with the patent
and trademark office, the copyright office, or the department of motor vehicles), filing,
recording, publication and appraisal (including periodic collateral appraisals or business
valuations), including the cost of real estate surveys, real estate title policies and
endorsements, and environmental audits, in each case to the extent of the fees and charges (and up
to the amount of any limitation) authorized in the Agreement, (c) charges paid or incurred by Agent
resulting from the dishonor of checks, (d) reasonable costs and expenses paid or incurred by the
Lender Group to correct any default or enforce any provision of the Loan Documents, or in gaining
possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale,
or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is
consummated, (e) reasonable audit fees and expenses of Agent related to any inspections or audits
to the extent of the fees and charges (and up to the amount of any limitation) authorized in the
Agreement, (f) reasonable costs and expenses of third party claims or any other suit paid or
incurred by the Lender Group in enforcing or defending the Loan Documents or in connection with the
transactions contemplated by the Loan Documents or the Lender Group’s relationship with Borrower
arising under the Loan Documents, (g) Agent’s reasonable costs and expenses (including reasonable
attorneys fees) incurred in structuring and drafting the Loan Documents in an aggregate amount not
to exceed $200,000, (h) following the Closing Date, Agent’s reasonable costs and expenses
(including reasonable attorneys fee and costs) incurred in reviewing, administering, or amending
the Loan Documents, and (i) Agent’s and each Lender’s reasonable costs and expenses (including
reasonable attorneys, accountants, consultants, and other advisors fees and expenses) incurred in
terminating, enforcing (including reasonable fees and expenses of attorneys, accountants,
consultants, and other advisors incurred in connection with a “workout,” a
“restructuring,” or an Insolvency Proceeding concerning Borrower or in exercising rights or
remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether suit
is brought, or in taking any Remedial Action concerning the Collateral.



     “Lender-Related Person” means, with respect to any Lender, such Lender, together with
such Lender’s Affiliates, officers, directors, employees, attorneys, and agents.



     “Lien” means any interest in an asset securing an obligation owed to, or a claim by,
any Person other than the owner of the asset, irrespective of whether (a) such interest is based on
the common law, statute, or contract, (b) such interest is recorded or perfected, and (c) such
interest is contingent upon the occurrence of some future event or events or the existence of some
future circumstance or circumstances. Without limiting the generality of the foregoing, the term
“Lien” includes the lien or security interest arising from a mortgage, deed of trust,
encumbrance, pledge, hypothecation, assignment, deposit arrangement, security agreement,
conditional sale or trust receipt, or from a lease, consignment, or bailment for security purposes
and also includes reservations, exceptions, encroachments, easements, rights-of-way, covenants,
conditions, restrictions, leases, and other title exceptions and encumbrances affecting Real
Property.



     “Loan Account” has the meaning specified therefor in Section 2.10.



     “Loan Documents” means the Agreement, the Control Agreements, the Copyright Security
Agreement, the Fee Letter, the Mortgages, the Notes, the Patent Security Agreement,



SCHEDULE 1.1 - 10









 







the Registration Rights Agreement, the Security Agreement, the Subordination Agreements, the
Trademark Security Agreement, the Intellectual Property Security Agreement, any other note or notes
executed by a Borrower in connection with the Agreement and payable to a member of the Lender
Group, and any other agreement entered into, now or in the future, by any Borrower and the Lender
Group in connection with the Agreement excluding, however, any nondisclosure agreements executed by
some or all of the parties hereto prior to the date hereof and the letter of intent dated November
7, 2007 between Agent and Borrower.



     “Material Adverse Change” means (a) a material adverse change in the business,
operations, results of operations, assets, liabilities or condition (financial or otherwise) of
Borrower or any of its Subsidiaries (taken as a whole), (b) a material impairment of Borrower’s or
a Subsidiary’s ability to perform its obligations under the Loan Documents to which it is a party
or of the Lender Group’s ability to enforce the Obligations or realize upon the Collateral, or (c)
a material impairment of the enforceability or priority of the Agent’s Liens with respect to the
Collateral as a result of an action or failure to act on the part of Borrower or a Subsidiary of
Borrower; provided, however, that none of the following shall constitute a “Material Adverse
Change”: any decline in the market price of Borrower’s Stock reasonably determined to arise as a
result of:  (x) the transactions contemplated by the Loan Documents or the public announcement
thereof, or (y) Borrower’s sales or earnings results for Borrower’s third quarter of its fiscal
year ended on November 3, 2007 or the public announcement thereof.



     “Material Debt Agreement” means monetary obligation (regardless of amount) under any
currently existing or hereafter arising debenture or note (other than pursuant to the Loan
Documents) or any mortgage, credit agreement or other facility, indenture agreement, factoring
agreement or other instrument under which there may be issued, or by which there may be secured or
evidenced, any Indebtedness or under any long term leasing or factoring arrangement, if the
aggregate amount of any such obligations and liabilities of Borrower and the Subsidiaries thereof
exceed $1,000,000 (exclusive of (x) any monetary obligations of Borrower or any Subsidiary thereof
with respect to defaults or terminations of less than ten percent (10%) of Borrower’s real property
leases or other agreements or arrangements pursuant to which Borrower is entitled to the use or
occupancy of any space, and (y) any failure to pay when due any monetary obligations under any real
property leases or other agreements or arrangements pursuant to which Borrower is entitled to the
use or occupancy of any space, vendor payables or factoring arrangements, which obligations are not
more than 30 days past due).



     “Maturity Date” has the meaning specified therefor in Section 3.3(a).



     “Mortgages” means, individually and collectively, one or more mortgages, deeds of
trust, or deeds to secure debt, executed and delivered by a Subsidiary of Borrower in favor of
Agent, in form and substance satisfactory to Agent, that encumber the Real Property.



     “Multiemployer Plan” means a “multiemployer plan” (as defined in Section 3(37) of
ERISA) to which Borrower or any ERISA Affiliate is making, is obligated to make, has made or has
been obligated to make, contributions on behalf of participants who are or were employed by any of
them, other than a plan described in Section 4(b)(4) of ERISA.



SCHEDULE 1.1 - 11









 





     “Nasdaq” or “NASDAQ” means the Nasdaq Stock Market LLC, including the Nasdaq
Global Market (formerly known as the Nasdaq National Market) and the Nasdaq Capital Market and the
Nasdaq Global Select Market.



     “Net Cash Proceeds” means, with respect to any sale or disposition by any Person or
any Subsidiary thereof of property or assets, the amount of Collections received (directly or
indirectly) from time to time (whether as initial consideration or through the payment of deferred
consideration) by or on behalf of such Person or such Subsidiary, in connection therewith after
deducting therefrom only (i) the amount of any Indebtedness secured by any Permitted Lien on any
asset (other than (A) Indebtedness owing to Agent or any Lender under this Agreement or the other
Loan Documents and (B) Indebtedness assumed by the purchaser of such asset) which is required to
be, and is, repaid in connection with such disposition, (ii) reasonable expenses related thereto
incurred by such Person or such Subsidiary in connection therewith, and (iii) taxes paid or payable
to any taxing authorities by such Person or such Subsidiary in connection therewith, in each case
to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of
such cash, actually paid or payable to a Person that is not an Affiliate and are properly
attributable to such transaction.



     “Notes” means the Registered Notes.



     “Obligations” means all loans (including the Term Loan), debts, principal, interest
(including any interest that accrues after the commencement of an Insolvency Proceeding regardless
of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding),
premiums, liabilities (including all amounts charged to Borrower’s Loan Account pursuant hereto),
obligations (including indemnification obligations), fees (including the fees provided for in the
Fee Letter), charges, costs, Lender Group Expenses (including any fees or expenses that accrue
after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in
whole or in part as a claim in any such Insolvency Proceeding), lease payments, guaranties,
covenants, and duties of any kind and description owing by Borrower to the Lender Group pursuant to
or evidenced by the Loan Documents and irrespective of whether for the payment of money, whether
direct or indirect, absolute or contingent, due or to become due, now existing or hereafter
arising, and including all interest not paid when due and all Lender Group Expenses that Borrower
is required to pay or reimburse by the Loan Documents, by law, or otherwise, but in any event
excluding the Borrower’s obligations under the Registration Rights Agreement other than the
Borrower’s obligation to pay liquidated damages pursuant to Section 2(b) thereof. Any
reference in the Agreement or in the other Loan Documents to the Obligations shall include all or
any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior
and subsequent to any Insolvency Proceeding.



     “Originating Lender” has the meaning specified therefor in Section 13.1(e).



     “Patent” has the meaning specified therefor in the Security Agreement.



     “Patent Security Agreement” has the meaning specified therefor in the Security
Agreement.



SCHEDULE 1.1 - 12









 





     “PBGC” means Pension Benefit Guaranty Corporation as defined in Title IV of ERISA, or
any successor entity.



     “PEMG” means Private Equity Management Group, Inc., a Nevada corporation.



     “Permitted Acquisition” means an Acquisition in which all of the following conditions
is satisfied:



          (a) no Default or Event of Default then exists or would arise from the consummation of such
Acquisition;




          (b) the Borrower shall have furnished the Agent with: (i) at least ten (10) days’ prior
written notice of such intended Acquisition; (ii) a current draft of the acquisition agreement and
other acquisition documents; (iii) a summary of any due diligence undertaken by the Borrower in
connection with such Acquisition; (iv) financial statements of the Person which is the subject of
such Acquisition, to the extent available; (v) with respect to Acquisitions in excess of
$2,000,000, (x) pro forma projected financial statements of the Borrower for the twelve (12) month
period following such Acquisition after giving effect to such Acquisition and (y) the results of
appraisals of the assets of the Person to be acquired in such Acquisition; and (vi) such other
information as the Agent may reasonably require;




          (c) if the Acquisition is of voting securities or equity interests, after consummation of such
Acquisition the Borrower shall own, directly or indirectly, a majority of the voting securities or
equity interests in the Person being acquired and the Person being acquired shall be Controlled by
Borrower; and




          (d) any assets acquired shall be utilized in, and if the Acquisition involves a merger,
consolidation or stock acquisition, the Person which is the subject of such Acquisition shall be
engaged in, only those businesses in which Borrower is engaged on the Closing Date. If the Person
which is the subject of such Acquisition will be maintained as a Subsidiary of the Borrower, such
Subsidiary shall have complied with the obligations set forth in Section 5.18 hereof.




     “Permitted Discretion” means a determination made honestly in fact and in the exercise
of reasonable (from the perspective of a secured asset-based lender) business judgment.



     “Permitted Dispositions” means (a) sales or other dispositions of Equipment, Inventory
and other fixed assets (other than Real Property) that are substantially worn, damaged, or obsolete
in the ordinary course of business, (b) sales of Inventory to buyers in the ordinary course of
business, (c) the use or transfer of money or Cash Equivalents in a manner that is not prohibited
by the terms of the Agreement or the other Loan Documents, and (d) the licensing, on a
non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in
the ordinary course of business.



     “Permitted Investments” means (a) Investments in cash and Cash Equivalents,
(b) Investments in negotiable instruments for collection, (c) advances made in connection with
purchases of goods or services in the ordinary course of business, (d) Investments received in
settlement of amounts due to Borrower or its Subsidiaries effected in the ordinary course of



SCHEDULE 1.1 - 13









 







business or owing to Borrower or its Subsidiaries as a result of Insolvency Proceedings
involving an Account Debtor or upon the foreclosure or enforcement of any Lien in favor of a
Borrower or its Subsidiaries, (e) Investments by any Foreign Subsidiary in a Parent or Domestic
Subsidiary, (f) Investments by any Foreign Subsidiary in another Foreign Subsidiary, and
(g) Permitted Acquisitions.



     “Permitted Liens” means (a) Liens held by Agent to secure the Obligations, (b) Liens
for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet
delinquent, or (ii) do not constitute an Event of Default hereunder and are the subject of
Permitted Protests, (c) judgment Liens with respect to judgments not in excess of $500,000,
(d) Liens set forth on Schedule P-1, (e) the interests of lessors under operating leases,
(f) purchase money Liens or the interests of lessors under Capital Leases to the extent that such
Liens or interests secure Permitted Purchase Money Indebtedness and so long as such Lien attaches
only to the asset purchased or acquired and the proceeds thereof, (g) Liens arising by operation of
law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers,
incurred in the ordinary course of Borrower’s business and not in connection with the borrowing of
money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of
Permitted Protests, (h) Liens on amounts deposited in connection with obtaining worker’s
compensation or other unemployment insurance, (i) Liens on amounts deposited in connection with the
making or entering into of bids, tenders, or leases in the ordinary course of business and not in
connection with the borrowing of money, (j) Liens on amounts deposited as security for surety or
appeal bonds in connection with obtaining such bonds in the ordinary course of business, and (k)
with respect to any Real Property, easements, rights of way, and zoning restrictions that do not
materially interfere with or impair the use or operation thereof.



     “Permitted Protest” means the right of Borrower or any of its Subsidiaries to protest
any Lien (other than any Lien that secures the Obligations), taxes (other than payroll taxes or
taxes that are the subject of a United States federal tax lien), or rental payment, provided that
(a) a reserve with respect to such obligation is established on Borrower’s or any of its
Subsidiaries’ books and records in such amount as is required under GAAP, (b) any such protest is
instituted promptly and prosecuted diligently by Borrower or any of its Subsidiaries, as
applicable, in good faith, and (c) Agent is satisfied in its reasonable judgment that, while any
such protest is pending, there will be no impairment of the enforceability, validity, or priority
of any of the Agent’s Liens.



     “Permitted Purchase Money Indebtedness” means, as of any date of determination,
Purchase Money Indebtedness incurred after the Closing Date in an aggregate principal amount
outstanding at any one time not in excess of $2,500,000.



     “Person” means natural persons, corporations, limited liability companies, limited
partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land
trusts, business trusts, or other organizations, irrespective of whether they are legal entities,
and governments and agencies and political subdivisions thereof.



     “Plan” means any employee benefit plan, program, or arrangement maintained or
contributed to by Borrower or with respect to which it may incur liability.



SCHEDULE 1.1 - 14









 





     “Prohibited Transaction” has the meaning specified therefor in Section 4A.3.



     “Projections” means Borrower’s forecasted (a) balance sheets, (b) profit and loss
statements and (c) cash flow statements, all prepared on a basis consistent with Borrower’s
historical financial statements, in reasonable detail and accompanied by a statement of underlying
assumptions.



     “Pro Rata Share” means the percentage obtained by dividing (x) such Lender’s
Individual Lender Term Loan Exposure by (y) the Aggregate Term Loan Exposure.



     “Purchase Money Indebtedness” means Indebtedness (other than the Obligations, but
including Capitalized Lease Obligations), incurred at the time of, or within 20 days after, the
acquisition of any fixed assets for the purpose of financing all or any part of the acquisition
cost thereof.



     “Qualified Affiliate” is an Affiliate that is exempt from United States withholding
taxes in respect of interest paid or accrued on the Obligations.



     “Qualified Related Fund” is a Related Fund that is exempt from United States
withholding taxes in respect of interest paid or accrued on the Obligations.



     “Rating Agencies” has the meaning specified therefor in Section 2.15.



     “Real Property” means any real property hereafter acquired by Borrower or any of its
Subsidiaries and the improvements thereto.



     “Record” means information that is inscribed on a tangible medium or which is stored
in an electronic or other medium and is retrievable in perceivable form.



     “Register” has the meaning specified therefor in Section 13.1.



     “Registered Loan” means the Term Loan as recorded on the Register pursuant to
Section 13.1.



     “Registered Note” has the meaning specified therefor in Section 2.14.



     “Registration Rights Agreement” means a registration rights agreement, in
substantially the form attached hereto as Exhibit D-1 and executed and delivered by Borrower to
Agent.



     “Related Fund” means a fund or account managed by Agent or an Affiliate of Agent or
its investment manager.



     “Remedial Action” means all actions taken to (a) clean up, remove, remediate, contain,
treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or
outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials
so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor
or outdoor environment, (c) perform any pre-remedial studies, investigations, or post-



SCHEDULE 1.1 - 15









 







remedial operation and maintenance activities, or (d) conduct any other actions with respect
to Hazardous Materials authorized by Environmental Laws.



     “Replacement Lender” has the meaning specified therefor in Section 14.2(a).



     “Report” has the meaning specified therefor in Section 15.17.



     “Reportable Event” means any of the events described in Section 4043(c) of ERISA or
the regulations thereunder other than a Reportable Event as to which the provision of 30 days
notice to the PBGC is waived under applicable regulations.



     “Required Lenders” means, at any time, Lenders whose Pro Rata Share aggregate 50.1% or
more, as determined pursuant to clause (c) of the definition of “Pro Rata Share.”



     “Retiree Health Plan” means an “employee welfare benefit plan” within the meaning of
Section 3(1) of ERISA that provides benefits to individuals after termination of their employment,
other than as required by Section 601 of ERISA.



     “Scheduled Intellectual Property Collateral” has the meaning set forth in Section
4.15.



     “SEC” means the United States Securities and Exchange Commission and any successor
thereto.



     “SEC Filings” means Borrower’s periodic reports publicly filed with SEC pursuant to
Section 13(a) or 15(d) of the Exchange Act, including Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K.



     “Securities” means the Common Shares and the Notes.



     “Securities Account” means a “securities account” (as that term is defined in
the Code).



     “Securities Act” means the Securities Act of 1933, as amended.



     “Security Agreement” means a security agreement, in form and substance satisfactory to
Agent, executed and delivered by Borrower and its Subsidiaries to Agent.



     “Senior Lender” means Bank of America, N.A.



     “Senior Loan Agreement” means the Second Amended and Restated Loan and Security
Agreement, dated as of August 31, 2006, by and between Senior Lender and Borrower.



     “Senior Loan Documents” means: (i) the Senior Loan Agreement, and (ii) all of the
other Loan Documents (as defined in the Senior Loan Documents).



     “Senior Loan Subordination Agreement” means a subordination agreement, in form and
substance satisfactory to Agent, executed and delivered by Senior Lender to Agent.



     “Solvent” means, with respect to any Person on a particular date, that, at fair
valuations, the sum of such Person’s assets is greater than all of such Person’s debts.



SCHEDULE 1.1 - 16









 





     “Stock” means all shares, options, warrants, interests, participations, or other
equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting,
including common stock, preferred stock, or any other “equity security” (as such term is
defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the
Exchange Act).



     “Store Deposit Account” means a Deposit Account established for one store owned by
Borrower or one of its Subsidiaries which is maintained as a “zero balance account,” in that all
collected funds therein are swept each Business Day into a blocked or concentration Deposit Account
maintained at Senior Lender.



     “Subordinated Debt” shall mean any Indebtedness of Borrower as to which the
subordinated creditor has agreed in writing on terms acceptable to the Required Lenders in their
sole discretion to be subordinate and junior in right of payment to the rights of the Lender Group
with respect to the Obligations under this Agreement.



     “Subordination Agreements” means the Senior Loan Subordination Agreement and the
Debenture Subordination Agreement.



     “Subsidiary” of a Person means a corporation, partnership, limited liability company,
or other entity in which that Person directly or indirectly owns or controls the shares of voting
rights or equity interests having ordinary voting power to elect a majority of the board of
directors (or appoint other comparable managers) of such corporation, partnership, limited
liability company, or other entity.



     “Tangible Net Worth” means as of any date, (a) the total assets of Borrower minus
(b)(i) the total liabilities of Borrower calculated in conformity with GAAP and (ii) all amounts
due from Borrower’s Affiliates and the amount of all intangible items reflected therein, including
all unamortized debt discount and expense, unamortized research and development expense,
unamortized deferred charges, goodwill, intellectual property, unamortized excess cost of
investments in subsidiaries over equity at dates of acquisition, and all similar items which should
properly be treated as intangibles in accordance with GAAP, plus (c) any charge or other expense
related to impairment of long-lived intangible or fixed assets recognized during the period from
February 3, 2008 through the date of measurement.



     “Taxes” has the meaning specified therefor in Section 15.11.



     “Term Loan” has the meaning specified therefor in Section 2.2(a).



     “Trademark” has the meaning specified therefor in the Security Agreement.



     “Trademark Security Agreement” has the meaning specified therefor in the Security
Agreement.



     “Trading Affiliates” has the meaning specified therefor in Section 4A.3.



     “Trading Day” means (i) a day on which the Common Stock is traded on a Trading Market
(other than the OTC Bulletin Board), or (ii) if the Common Stock is not traded on a Trading Market
(other than the OTC Bulletin Board), a day on which the Common Stock is



SCHEDULE 1.1 - 17









 







traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the
Common Stock is not traded on any Trading Market and not quoted on the OTC Bulletin Board, a day on
which the Common Stock is quoted in the over the counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or agency succeeding to its functions of
reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set
forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.



     “Trading Market” means Nasdaq Global Market or any Eligible Market on which the Common
Stock is then listed or quoted.



     “USA Patriot Act” means the USA Patriot Act, Title III of Pub.L. 107-56, signed into
law October 26, 2001.



     “United States” means the United States of America.



     “Voidable Transfer” has the meaning specified therefor in Section 16.6.




SCHEDULE 1.1 - 18











 





Schedule 3.1




CONDITIONS PRECEDENT TO EXTENSION OF CREDIT




     The obligation of each Lender to make its portion of the Term Loan provided for in the
Agreement is subject to the fulfillment, to the satisfaction of Agent and each Lender (the making
of such portion of the Term Loan by any Lender being conclusively deemed to be its satisfaction or
waiver of the following), of each of the following conditions precedent:



          (a) the Closing Date shall occur on or before February 1, 2008;




          (b) Agent shall have received a letter duly executed by Borrower authorizing Agent to file
appropriate financing statements in such office or offices as may be necessary or, in the opinion
of Agent, desirable to perfect the security interests to be created by the Loan Documents;




          (c) Agent shall have received evidence that appropriate financing statements have been duly
filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to
perfect the Agent’s Liens in and to the Collateral;




          (d) Agent shall have received each of the following documents, in form and substance
satisfactory to Agent, duly executed, and each such document shall be in full force and effect:




               (i) the Control Agreements,



               (ii) the Copyright Security Agreement,



               (ii) a disbursement letter executed and delivered by Borrower to Agent regarding the extension
of credit to be made on the Closing Date, the form and substance of which is satisfactory to Agent,



               (iv) the Fee Letter,



               (v) the Notes,



               (vi) the Patent Security Agreement,



               (vii) the Registration Rights Agreement,



               (viii) the Security Agreement,



               (ix) the Stock Pledge Agreement,



               (x) the Subordination Agreements, and



               (xi) the Trademark Security Agreement.



1









 





          (e) Agent shall have received a certificate from the Secretary of Borrower (i) attesting to
the resolutions of Borrower’s Board of Directors authorizing its execution, delivery, and
performance of this Agreement and the other Loan Documents to which Borrower is a party, (ii)
authorizing specific officers of Borrower to execute the same, and (iii) attesting to the
incumbency and signatures of such specific officers of Borrower;




          (f) Agent shall have received copies of Borrower’s Governing Documents, as amended, modified,
or supplemented to the Closing Date, certified by the Secretary of Borrower;




          (g) Agent shall have received a certificate of status with respect to Borrower, dated within
10 days of the Closing Date, such certificate to be issued by the appropriate officer of the
jurisdiction of organization of Borrower, which certificate shall indicate that such Borrower is in
good standing in such jurisdiction;




          (h) Agent shall have received certificates of status with respect to Borrower, each dated
within 6 months of the Closing Date, such certificates to be issued by the appropriate officer of
the jurisdictions (other than the jurisdiction of organization of Borrower) in which its failure to
be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall
indicate that Borrower is in good standing in such jurisdictions;




          (i) Agent shall have received a certificate of insurance, together with the endorsements
thereto, as are required by Section 5.8, the form and substance of which shall be
reasonably satisfactory to Agent;




          (j) Agent shall have received opinions of Borrower’s counsel in form and substance reasonably
satisfactory to Agent;




          (k) Agent shall have received the valuation report on Borrower’s inventory, in form and
substance satisfactory to Agent; provided, however, that Borrower may satisfy this condition by
delivery to Agent of a copy of a recent appraisal of Borrower’s inventory obtained by Senior
Lender.




          (l) Agent shall have received the due diligence report on Borrower completed by Stonefield
Josephson, Inc., in form and substance satisfactory to Agent;




          (m) Agent shall have received the Closing Date Projections;




          (n) Borrower shall have paid all Lender Group Expenses incurred in connection with the
transactions evidenced by this Agreement;




          (o) Borrower shall have received all licenses, approvals or evidence of other actions required
by NASDAQ, any Governmental Authority or any third Person in connection with the execution and
delivery by Borrower of the Loan Documents or with the consummation of the transactions
contemplated thereby;




          (p) all other documents and legal matters in connection with the transactions contemplated by
this Agreement shall have been delivered, executed, or recorded and shall be in form and substance
reasonably satisfactory to Agent;




2









 








          (q) the representations and warranties contained in Section 4 of this Agreement or in the
other Loan Documents shall be true and correct in all material respects on and as of the date of
such extension of credit, as though made on and as of such date (except to the extent that such
representations and warranties relate solely to an earlier date);




          (r) no Default or Event of Default shall have occurred and be continuing on the date of such
extension of credit, nor shall either result from the making thereof;




          (s) no injunction, writ, restraining order, or other order of any nature restricting or
prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain
in force by any Governmental Authority against Borrower, Agent, any Lender, or any of their
Affiliates; and




          (t) no Material Adverse Change shall have occurred.





3











 





Schedule 3.1A




CONDITIONS PRECEDENT TO BORROWER’S OBLIGATIONS




     The obligation of Borrower to sell and issue the Notes and the Common Shares and to accept the
extensions of credit at closing is subject to the fulfillment, to the satisfaction of Borrower of
each of the following conditions precedent:



          (a) The Closing Date shall occur on or before February 1, 2008;




          (b) Borrower shall have received each of the following documents, in form and substance
satisfactory to Borrower, duly executed and each such document shall be in full force and effect:




               (i) the Registration Rights Agreement; and



               (ii) the Subordination Agreements.



          (c) The representations and warranties contained in Section 4A of this Agreement shall be true
and correct in all material respects on and as of the Closing Date as though made on and as of such
date (except to the extent that such representations and warranties relate solely to an earlier
date);




          (d) Borrower shall have received all approvals identified by Borrower as necessary in
connection with the consummation of the transactions contemplated hereby, including, without
limitation, the consent of Bank of America, N.A. in its capacity as the Senior Lender and the
Investors;




          (e) The Borrower shall have received the proceeds of the Term Loan in an amount not less than
$7,500,000;




          (f) No injunction, writ, restraining order or other order of any nature restricting or
prohibiting, directly or indirectly, the issuance of the Notes and the Common Shares or the
consummation of the transactions contemplated by this Agreement shall have been issued and remain
in force by any Governmental Authority against Borrower, Agent, any Lender or any of their
Affiliates; and




          (g) No Material Adverse Change shall have occurred.




1









 








SCHEDULE 4.5




Location of Inventory and Equipment





	1.	 	(See attached)
	 
	2.	 	Warehouse #984

Combined Xpress

3685 Marshall Lane

Bensalem, PA 19020-6545
	 
	3.	 	Warehouse #985

Trimodal Distribution Services

2011 East Carson Street

Carson, CA 90810
	 
	4.	 	Warehouse #1001

IFS (International Freight Systems LTD) — LA

2011 East Carson St.

Carson, CA 90810
	 
	5.	 	Warehouse #1002

IFS — Hong Kong

Unit #4, 9/Floor

Hung To Industrial Building

80 Hung To Road

Kwun Tong

Kowloon, Hong Kong





 









 







Amendment to Schedule 4.5




BAKERS FOOTWEAR GROUP

CURRENT STORE LISTING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL NAME	 	ADDRESS1	 	ADDRESS2	 	CITY	 	STATE	 	ZIP	 	COUNTY	 	PP ACCOUNT NUMBER
	2271
	 	RIVERCHASE GALLERIA	 	3000 RIVERCHASE GALLERIA	 	SPACE #282	 	HOOVER	 	AL	 	35244	 	JEFFERSON	 	 023-90-37-40890.000-PP
	2272
	 	THE SUMMIT	 	225 SUMMIT BLVD.	 	 	 	BIRMINGHAM	 	AL	 	35243	 	JEFFERSON	 	030 90-37-40890.000-PP
	2221
	 	PARK PLAZA	 	6000 W. MARKUM ST.	 	SPACE #3116	 	LITTLE ROCK	 	AR	 	72205	 	PULASKI	 	60-052035B
	2225
	 	PINNACLE HILLS PROMENADE	 	2203 S 45TH ST	 	SPACE #C-115	 	ROGERS	 	AR	 	72758	 	BENTON	 	9909323
	2824
	 	FIESTA MALL	 	2081 FIESTA MALL	 	1445 WEST SOUTHERN AVE	 	MESA	 	AZ	 	85202	 	MARICOPA	 	C4920403
	2825
	 	ARROWHEAD TOWNE CENTER	 	7700 WEST ARROWHEAD TOWN CENTER	 	# 1210	 	GLENDALE	 	AZ	 	85308	 	MARICOPA	 	C4925910
	2827
	 	CHANDLER FASHION SQUARE	 	3111 W CHANDLER BLVD	 	SPACE #2064	 	CHANDLER	 	AZ	 	85226	 	MARICOPA	 	C4985159
	2830
	 	METRO CENTER	 	9617 METRO PARKWAY WEST	 	SUITE 1182	 	PHOENIX	 	AZ	 	85051	 	MARICOPA	 	C0006971
	2861
	 	BURBANK TOWN CENTER	 	201 EAST MAGNOLIA BLVD	 	 	 	BURBANK	 	CA	 	91502	 	LOS ANGELES	 	2460023056
	2915
	 	PLAZA BONITA	 	3030 PLAZA BONITA RD	 	# 1252	 	NATIONAL CITY	 	CA	 	91950	 	SAN DIEGO	 	143-101700
	2953
	 	TANFORAN, SHOPS AT	 	1140 EL CAMINO REAL	 	SPACE NO. 134	 	SAN BRUNO	 	CA	 	94066	 	SAN MATEO	 	005634-0003
	2967
	 	FRESNO FASHION FAIR	 	603 EAST SHAW AVE	 	SPACE D8	 	FRESNO	 	CA	 	93710	 	FRESNO	 	427-030-27
	3842
	 	ONTARIO MILLS	 	ONE MILLS CIRCLE	 	SUITE 1015	 	ONTARIO	 	CA	 	91764	 	SAN BERNARDINO	 	01436P040
	3843
	 	VICTORIA GARDENS	 	7820 KEW AVENUE	 	 	 	RANCHO CUCAMONGA	 	CA	 	91739	 	SAN BERNARDINO	 	45243P059
	3844
	 	THE PROMENDADE SHOPS AT DOS LOGOS	 	2505 WEIRICK RD	 	SPACE #7-160	 	CORONA	 	CA	 	92883	 	RIVERSIDE	 	279450019-5
	3848
	 	NORTHRIDGE FASHION CTR	 	9301 TAMPA AVE	 	 	 	NORTHRIDGE	 	CA	 	91324	 	LOS ANGELES	 	2761037004
	3849
	 	LOS CERRITOS	 	350 LOS CERRITOS	 	 	 	CERRITOS	 	CA	 	90703	 	LOS ANGELES	 	7038014013
	3851
	 	DEL AMO FASHION CTR.	 	21712 HAWTHORNE BOULEVARD	 	238 DEL AMO FASHION CENTER	 	TORRANCE	 	CA	 	90503	 	LOS ANGELES	 	7366019082
	3853
	 	DEL AMO FASHION CTR	 	21712 HAWTHORNE BOULEVARD	 	81 DEL AMO FASHION CENTER	 	TORRANCE	 	CA	 	90503	 	LOS ANGELES	 	7366019082
	3856
	 	STONEWOOD S/C	 	238 STONEWOOD ST	 	 	 	DOWNEY	 	CA	 	90241	 	LOS ANGELES	 	6285031086
	3857
	 	OAKS, THE	 	222 WEST HILLCREST DRIVE	 	SPACE #K017	 	THOUSAND OAKS	 	CA	 	91360	 	VENTURA	 	525-0-052-415
	3864
	 	MONTEBELLO T/C	 	1820 MONTEBELLO T/C	 	 	 	MONTEBELLO	 	CA	 	90640	 	LOS ANGELES	 	5271020063
	3866
	 	GALLERIA AT SOUTH BAY	 	1815 HAWTHORNE BLVD.	 	SPACE 254	 	REDONDO BEACH	 	CA	 	90278	 	LOS ANGELES	 	4082018005
	3867
	 	TOPANGA PLAZA	 	6600 TOPANGA CANYON BLVD	 	SPACE #2016	 	CANOGA PARK	 	CA	 	91303	 	LOS ANGELES	 	2139004019
	3868
	 	TOPANGA PLAZA	 	6600 TOPANGA CANYON BLVD	 	SPACE #2050	 	CANOGA PARK	 	CA	 	91303	 	LOS ANGELES	 	2139004019
	3875
	 	BALDWIN HILLS	 	CRENSHAW PL, SUITE 118	 	3650 W. MARTIN LUTHER KING JR	 	LOS ANGELES	 	CA	 	90008	 	LOS ANGELES	 	5032002053
	3879
	 	LAKEWOOD CENTER	 	90 LAKEWOOD CTR	 	 	 	LAKEWOOD	 	CA	 	90712	 	LOS ANGELES	 	7172001022
	3884
	 	FOX HILLS MALL	 	188 FOX HILLS MALL	 	 	 	CULVER CITY	 	CA	 	90230	 	LOS ANGELES	 	4134003007
	3894
	 	THE BLOCK AT ORANGE	 	20 CITY DR BLVD	 	SPACE 609	 	ORANGE	 	CA	 	92868	 	ORANGE	 	09060630-002
	3895
	 	THE BLOCK AT ORANGE	 	20 CITY DR BLVD	 	SPACE 306	 	ORANGE	 	CA	 	92868	 	ORANGE	 	09060630-001
	3899
	 	SANTA ANITA	 	400 SOUTH BALDWIN AVENUE	 	SUITE 704-L	 	ARCADIA	 	CA	 	91007	 	LOS ANGELES	 	5775031905
	3900
	 	GLENDALE GALLERIA	 	2132 GLENDALE GALLERIA	 	GU-13	 	GLENDALE	 	CA	 	91210	 	LOS ANGELES	 	5695005047
	3901
	 	GLENDALE GALLERIA	 	2170 GLENDALE GALLERIA	 	 	 	GLENDALE	 	CA	 	91210	 	LOS ANGELES	 	5695005043
	3902
	 	VALLEY PLAZA	 	2701 MING AVE # 27	 	B-11	 	BAKERSFIELD	 	CA	 	93304	 	KERN	 	01-1016024-001-6
	3905
	 	PLAZA AT W COVINA	 	280 PLAZA DR	 	 	 	WEST COVINA	 	CA	 	91790	 	LOS ANGELES	 	8474003079
	3907
	 	IRVINE SPECTRUM	 	83 FORTUNE DRIVE	 	SUITE 211	 	IRVINE	 	CA	 	92618	 	ORANGE	 	09060630-004
	3919
	 	IMPERIAL VALLEY MALL	 	# 1522	 	3451 S DOGWOOD AVE	 	EL CENTRO	 	CA	 	92243	 	IMPERIAL	 	800-103-619-000
	3920
	 	OAKRIDGE MALL	 	925 BLOSSOM HILL ROAD	 	SPACE 1265	 	SAN JOSE	 	CA	 	95123	 	SANTA CLARA	 	370294-0001-9
	3928
	 	EASTRIDGE MALL	 	142 EASTRIDGE MALL	 	SPACE 1084	 	SAN JOSE	 	CA	 	95122	 	SANTA CLARA	 	370294-0003-5
	3934
	 	ARDEN FAIR MALL	 	1689 ARDEN WAY	 	# 2072	 	SACRAMENTO	 	CA	 	95815	 	SACRAMENTO	 	277-0160-071-0000-1315
	3945
	 	SUNVALLEY MALL	 	420 SUNVALLEY MALL	 	A-210 SUNVALLEY MALL	 	CONCORD	 	CA	 	94520	 	CONTRA COSTA	 	270039-0000
	3948
	 	NEW PARK MALL	 	2086 NEWPARK MALL	 	SPACE #1106	 	NEWARK	 	CA	 	94560	 	ALAMEDA	 	00-252027-00-001-00-07






Page 1









 







BAKERS FOOTWEAR GROUP

CURRENT STORE LISTING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL NAME	 	ADDRESS1	 	ADDRESS2	 	CITY	 	STATE	 	ZIP	 	COUNTY	 	PP ACCOUNT NUMBER
	3950
	 	SAN FRANCISCO CENTRE	 	865 MARKET ST	 	SPACE #310	 	SAN FRANCISCO	 	CA	 	94103	 	SAN FRANCISCO	 	253705042
	3954
	 	SOUTHLAND MALL	 	559 SOUTHLAND MALL	 	 	 	HAYWARD	 	CA	 	94545	 	ALAMEDA	 	00-252027-00-000-00-03
	3956
	 	VALLEY FAIR MALL	 	2855 STEVENS CREEK BLVD	 	SPACE 2509	 	SANTA CLARA	 	CA	 	95050	 	SANTA CLARA	 	370294-0004-3
	3958
	 	SERRAMONTE CENTER	 	115 SERRAMONTE CTR	 	 	 	DALY CITY	 	CA	 	94015	 	SAN MATEO	 	56340002
	3960
	 	STONERIDGE SHOPPING CTR	 	ONE STONERIDGE MALL	 	SPACE A-212	 	PLEASANTON	 	CA	 	94566	 	ALAMEDA	 	00-252027-00-002-00-07
	455
	 	TOWN CENTER AT AURORA	 	SPACE 2010	 	14200 E. ALEMEDA AVE	 	AURORA	 	CO	 	80012	 	ARAPAHOE	 	25661-51748-001
	2185
	 	CHERRY CREEK MALL	 	3000 EAST FIRST AVENUE	 	SPACE #193	 	DENVER	 	CO	 	80206	 	DENVER	 	414 110 000
	2641
	 	TRUMBULL SHOPPING CENTER	 	5065 MAIN STREET	 	STORE #160	 	TRUMBULL	 	CT	 	06611	 	FAIRFIELD	 	727807
	2642
	 	STAMFORD TOWN CENTER	 	100 GREYROCK PLACE	 	#F-116	 	STAMFORD	 	CT	 	06901	 	FAIRFIELD	 	7461520
	2643
	 	THE SHOPPES AT BUCKLAND HILLS	 	194 BUCKLAND HILLS DRIVE	 	SUITE 2190	 	MANCHESTER	 	CT	 	06040	 	NEW HAVEN	 	B0007100
	2644
	 	CRYSTAL MALL	 	850 HARTFORD TURNPIKE	 	ROOM R-203	 	WATERFORD	 	CT	 	06385	 	NEW LONDON	 	40084482
	2645
	 	CONNECTICUT POST MALL	 	1201 BOSTON POST ROAD	 	SPACE 2110	 	MILFORD	 	CT	 	06460	 	NEW HAVEN	 	4846
	2520
	 	CHRISTIANA MALL	 	306 CHRISTIANA MALL	 	SPACE 1545	 	NEWARK	 	DE	 	19702	 	NEW CASTLE	 	 
	2701
	 	FLORIDA MALL	 	8001 S. ORANGE BLOSSOM TRAIL	 	SPACE 870	 	ORLANDO	 	FL	 	32809	 	ORANGE	 	REG003035
	2703
	 	ALTAMONTE MALL	 	451 EAST ALTAMONTE DRIVE	 	#2437	 	ALTAMONTE SPRINGS	 	FL	 	32701	 	SEMINOLE	 	28126
	2705
	 	WEST OAKS MALL	 	94012 WEST COLONIAL DR.	 	SUITE 640	 	OCOEE	 	FL	 	34761	 	ORANGE	 	REG091814
	2708
	 	BRANDON TOWN CENTER	 	573 BRANDON T/C	 	 	 	BRANDON	 	FL	 	33511	 	HILLSBOROUGH	 	41996.0271
	2713
	 	INTERNATIONAL PLAZA	 	2223 NORTH WEST SHORE BLVD	 	SPACE 174	 	TAMPA	 	FL	 	33607	 	HILLSBOROUGH	 	42005.3295
	2716
	 	EDISON MALL	 	4125 CLEVELAND AVENUE	 	STE 1550	 	FT MYERS	 	FL	 	33901	 	LEE	 	BB00078662
	2719
	 	COASTLAND MALL	 	1900 TAMIAMI TRAIL NORTH	 	#H-3	 	NAPLES	 	FL	 	34102	 	COLLIER	 	85000600810
	2722
	 	THE AVENUES	 	10300 SOUTHSIDE BLVD	 	#2600	 	JACKSONVILLE	 	FL	 	32256	 	DUVAL	 	971138-8200
	2730
	 	EAST FLAGLER STREET	 	114 EAST FLAGLER ST	 	 	 	MIAMI	 	FL	 	33131	 	DADE	 	40 060964 2
	2731
	 	PEMBROKE LAKES MALL	 	11401 PINES BLVD, SUITE 650	 	 	 	PEMBROKE PINES	 	FL	 	33026	 	BROWARD	 	C00000789000-V
	2732
	 	CORAL SQUARE	 	9649 WEST ATLANTIC BOULEVARD	 	ROOM 9089	 	CORAL SPRINGS	 	FL	 	33071	 	BROWARD	 	C00000008072-N
	2734
	 	BROWARD MALL	 	8000 W. BROWARD BLVD, SUITE 626	 	 	 	PLANTATION	 	FL	 	33388	 	BROWARD	 	C00000786125-U
	2737
	 	DADELAND MALL	 	7435 DADELAND MALL, SPACE 1800	 	 	 	MIAMI	 	FL	 	33156	 	DADE	 	40 060970 2
	2738
	 	WESTLAND MALL	 	1685 W. 49TH ST	 	ROOM 1148	 	HIALEAH	 	FL	 	33012	 	DADE	 	40 060972 2
	2739
	 	MIAMI INTERNAT'L MALL	 	1455 NW 107TH AVE	 	SUITE 520	 	DORAL	 	FL	 	33172	 	DADE	 	40 060974 2
	2740
	 	DOLPHIN MALL	 	11401 NW 12TH ST	 	SPACE 164	 	MIAMI	 	FL	 	33172	 	DADE	 	40 081975 2
	2742
	 	AVENTURA MALL S/C	 	19575 BISCAYNE BLVD	 	# 1299	 	MIAMI	 	FL	 	33180	 	DADE	 	40 060977 2
	2747
	 	WELLINGTON GREEN	 	10300 W. FOREST HILL BLVD	 	SPACE #130	 	WELLINGTON	 	FL	 	33414	 	PALM BEACH	 	166845
	3737
	 	DADELAND MALL	 	7255 DADELAND BOULEVARD	 	SPACE #3180	 	MIAMI	 	FL	 	33156	 	DADE	 	40 097094 2
	3738
	 	WESTLAND MALL	 	1705 W. 49TH STREET	 	ROOM 1044	 	HIALEAH	 	FL	 	33012	 	DADE	 	40 094951 2
	3739
	 	MIAMI INTERNATIONAL	 	1455 NW 107TH AVE.	 	SPACE #358	 	DORAL	 	FL	 	33172	 	DADE	 	40 103912 2
	2259
	 	MALL OF GEORGIA	 	3333 BUFORD DR.	 	SPACE #1064	 	BUFORD	 	GA	 	30519	 	GWINNETT	 	Opened in 2007
	2260
	 	GREENBRIAR MALL	 	2841 GREENBRIAR PARKWAY	 	 	 	ATLANTA	 	GA	 	30331	 	FULTON	 	P00006007209
	2261
	 	LENOX MALL	 	3393 PEACHTREE RD. NE	 	SPACE #346	 	ATLANTA	 	GA	 	30326	 	FULTON	 	P00006007217
	2262
	 	SOUTH DEKALB MALL	 	2801 CANDLER RD	 	# 14	 	DECATUR	 	GA	 	30034	 	DEKALB	 	1648980
	2263
	 	TOWN CENTER AT COBB	 	ROOM 0G17	 	400 BARRETT PARKWAY	 	KENNESAW	 	GA	 	30144	 	COBB	 	P021062
	2264
	 	NORTH POINT MALL	 	1154 NORTH POINT CIRCLE	 	 	 	ALPHARETTA	 	GA	 	30022	 	FULTON	 	P20070001631
	2265
	 	SOUTHLAKE MALL	 	2309 SOUTHLAKE MALL	 	 	 	MORROW	 	GA	 	30260	 	CLAYTON	 	5-031431
	2266
	 	NORTHLAKE MALL	 	4800 BRIARCLIFF RD. NE	 	UNIT 1040	 	ATLANTA	 	GA	 	30345	 	DEKALB	 	4434453






Page 2









 








BAKERS FOOTWEAR GROUP

CURRENT STORE LISTING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL NAME	 	ADDRESS1	 	ADDRESS2	 	CITY	 	STATE	 	ZIP	 	COUNTY	 	PP ACCOUNT NUMBER
	2267
	 	CUMBERLAND MALL	 	1130 CUMBERLAND MALL	 	 	 	ATLANTA	 	GA	 	30339	 	COBB	 	P842156
	2268
	 	STONECREST MALL	 	2929 TURNER HILL RD.	 	SPACE 1250	 	LITHONIA	 	GA	 	30038	 	DEKALB	 	4465944
	2270
	 	PERIMETER MALL	 	4400 ASHFORD DUNWAY RD.	 	 	 	ATLANTA	 	GA	 	30346	 	DEKALB	 	4434437
	3262
	 	GWINNETT PLACE MALL	 	136 GWINNETT PLACE	 	2100 PLEASANT HILL RD	 	DULUTH	 	GA	 	30096	 	GWINNETT	 	B091487
	3263
	 	GWINNETT PLACE	 	2100 PLEASANT HILL RD.	 	#153 GWINNETT PLACE	 	DULUTH	 	GA	 	30096	 	GWINNETT	 	B300267
	3264
	 	MALL OF GEORGIA	 	3333 BUFORD DR.	 	SPACE #1019	 	BUFORD	 	GA	 	30519	 	GWINNETT	 	B301148
	3266
	 	CUMBERLAND MALL	 	1407 CUMBERLAND MALL	 	 	 	ATLANTA	 	GA	 	30339	 	COBB	 	P190993
	3176
	 	BOISE TOWN SQUARE	 	350 N. MILWAUKEE, SUITE NO. 1170	 	 	 	BOISE	 	ID	 	83704	 	ADA	 	P1BAKESHO01
	213
	 	WHITE OAKS MALL	 	119 WHITE OAKS MALL	 	2501 W. WABASH AVE	 	SPRINGFIELD	 	IL	 	62704	 	SANGAMON	 	 
	2010
	 	ST CLAIR SQUARE	 	290 ST CLAIR SQUARE	 	 	 	FAIRVIEW HEIGHTS	 	IL	 	62208	 	ST. CLAIR	 	 
	2050
	 	SOUTH STATE STREET	 	133 SOUTH STATE STREET	 	 	 	CHICAGO	 	IL	 	60603	 	COOK	 	 
	2051
	 	WOODFIELD MALL	 	GOLF ROAD/ROUTE 53	 	5 WOODFIELD SHOPPING CENTER SP F-331	 	SCHAUMBURG	 	IL	 	60173	 	COOK	 	 
	2052
	 	LINCOLNWOOD TOWN CENTER	 	3333 WEST TOUHY AVENUE	 	SPACE #OD10B	 	LINCOLNWOOD	 	IL	 	60712	 	COOK	 	 
	2053
	 	HARLEM IRVING PLAZA	 	4186 N. HARLEM AVE.	 	SPACE #194	 	NORRIDGE	 	IL	 	60706	 	COOK	 	 
	2056
	 	FORD CITY S/C	 	7601 SOUTH CICERO AVENUE	 	 	 	CHICAGO	 	IL	 	60652	 	COOK	 	 
	2057
	 	STRATFORD SQUARE	 	314 STRATFORD SQUARE	 	 	 	BLOOMINGDALE	 	IL	 	60108	 	DUPAGE	 	 
	2058
	 	CHICAGO RIDGE MALL	 	201 CHICAGO RIDGE MALL	 	 	 	CHICAGO RIDGE	 	IL	 	60415	 	COOK	 	 
	2063
	 	PROMENADE BOLINBROOK	 	I-355 AT BOUGHTON ROAD	 	UNIT #415	 	BOLINGBROOK	 	IL	 	60440	 	WILL	 	 
	2064
	 	RIVER OAKS CENTER	 	50 RIVER OAKS CENTER	 	 	 	CALUMET CITY	 	IL	 	60409	 	COOK	 	 
	2066
	 	NORTH RIVERSIDE PARK	 	STE D-8	 	7501 W CERMAK ROAD	 	NORTH RIVERSIDE	 	IL	 	60546	 	COOK	 	 
	2067
	 	ORLAND SQUARE	 	428 ORLAND SQUARE	 	 	 	ORLAND PARK	 	IL	 	60462	 	COOK	 	 
	2070
	 	GURNEE MILLS	 	6170 WEST GRAND AVENUE	 	SPACE #477	 	GURNEE	 	IL	 	60031	 	LAKE	 	 
	2072
	 	FOX VALLEY CENTER	 	2032 FOX VALLEY CENTER	 	SPACE C5	 	AURORA	 	IL	 	60504	 	KANE	 	 
	2075
	 	OAKBROOK S/C	 	445 OAK BROOK CENTER MALL	 	 	 	OAK BROOK	 	IL	 	60523	 	DUPAGE	 	 
	3056
	 	FORD CITY S/C	 	7601 S. CICERO AVE.	 	SPACE #1276	 	CHICAGO	 	IL	 	60652	 	COOK	 	 
	2341
	 	CASTLETON SQUARE	 	6020 EAST 82ND ST	 	SUITE 30	 	INDIANAPOLIS	 	IN	 	46250	 	MARION	 	D500068
	2343
	 	CIRCLE CENTER MALL	 	49 WEST MARYLAND ST	 	#OE15	 	INDIANAPOLIS	 	IN	 	46204	 	MARION	 	2343A140868
	2024
	 	OAK PARK MALL	 	11451 WEST 95TH STREET	 	SPACE #54	 	OVERLAND PARK	 	KS	 	66214	 	JOHNSON	 	003676-001-2000-01
	7024
	 	OAK PARK MALL	 	11451 WEST 95TH STREET	 	SPACE #145	 	OVERLAND PARK	 	KS	 	66214	 	JOHNSON	 	Opened late 2006
	2325
	 	MALL ST MATTHEWS	 	1610 MALL ST. MATTHEWS	 	5000 SHELBYVILLE RD	 	LOUISVILLE	 	KY	 	40207	 	JEFFERSON	 	25-712482
	2229
	 	ACADIANA MALL	 	5725 JOHNSTON ST, BOX 2141	 	 	 	LAFAYETTE	 	LA	 	70503	 	LAFAYETTE	 	108145
	2235
	 	CORTANA MALL	 	9625 CORTANA PLACE	 	 	 	BATON ROUGE	 	LA	 	70815	 	E.BATON ROUGE	 	517-0648-2
	2245
	 	OAKWOOD MALL	 	197-1070 WESTBANK EXPY	 	SPACE 1070	 	GRETNA	 	LA	 	70053	 	JEFFERSON	 	Opened in 2007
	2247
	 	ESPLANADE	 	1401 W. ESPLANADE	 	SPACE #1208	 	KENNER	 	LA	 	70065	 	JEFFERSON	 	2937166
	2626
	 	EMERALD SQUARE	 	999 S. WASHINGTON ST., SPACE 320	 	 	 	NORTH ATTLEBORO	 	MA	 	02760	 	BRISTOL	 	502-B00021
	2632
	 	SQUARE ONE MALL	 	125 SQUARE ONE MALL	 	 	 	SAUGUS	 	MA	 	01906	 	ESSEX	 	101020
	2633
	 	BURLINGTON MALL	 	75 MIDDLESEX TURNPIKE	 	STE 1062	 	BURLINGTON	 	MA	 	01803	 	MIDDLESEX	 	10064
	2634
	 	NATICK MALL	 	1245 WORCHESTER ST	 	SUITE #1028	 	NATICK	 	MA	 	01760	 	MIDDLESEX	 	1189
	2635
	 	HOLYOKE MALL AT INGLESIDE	 	50 HOLYOKE ST	 	#B-318	 	HOLYOKE	 	MA	 	01040	 	HAMPDEN	 	NEW
	2636
	 	BRAINTREE	 	SOUTH SHORE PLAZA/250 GRANITE ST	 	SPACE #1054-C	 	BRAINTREE	 	MA	 	02184	 	NORFOLK	 	0000-0184-001
	3636
	 	CAMBRIDGESIDE GALLERIA	 	100 CAMBRIDGESIDE PLACE	 	SPACE #W-124	 	CAMBRIDGE	 	MA	 	02141	 	MIDDLESEX	 	204330
	2490
	 	ANNAPOLIS MALL	 	1160 ANNAPOLIS MALL	 	 	 	ANNAPOLIS	 	MD	 	21401	 	ANNE ARUNDEL	 	F03822681






Page 3









 








BAKERS FOOTWEAR GROUP

CURRENT STORE LISTING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL NAME	 	ADDRESS1	 	ADDRESS2	 	CITY	 	STATE	 	ZIP	 	COUNTY	 	PP ACCOUNT NUMBER
	2494
	 	WHITE MARSH MALL	 	8200 PERRY HALL BOULEVARD	 	STE #1095	 	NOTTINGHAM	 	MD	 	21236	 	BALTIMORE	 	F03822681
	2497
	 	TOWSON TOWN CENTER	 	825 DULANEY VALLEY ROAD	 	SPACE #3115	 	TOWSON	 	MD	 	21204	 	BALTIMORE	 	F03822681
	2498
	 	MALL IN COLUMBIA, THE	 	10300 LITTLE PATUXENT PARKWAY	 	#2810	 	COLUMBIA	 	MD	 	21044	 	HOWARD	 	F03822681
	2652
	 	MONTGOMERY MALL	 	WESTFIELD SHOPPINGTOWN, # 1030	 	7101 DEMOCRACY BLVD	 	BETHESDA	 	MD	 	20817	 	MONTGOMERY	 	F03822681
	2657
	 	PRINCE GEORGES PLAZA	 	3500 EAST WEST HIGHWAY	 	SPACE 1034	 	HYATTSVILLE	 	MD	 	20782	 	PRINCE GEORGES	 	F03822681
	2659
	 	WHEATON PLAZA	 	11160 VIERS MILL RD, SPACE B-214	 	 	 	WHEATON	 	MD	 	20902	 	MONTGOMERY	 	F03822681
	2462
	 	LAKESIDE MALL	 	14600 LAKESIDE CIRCLE	 	UNIT E-214	 	STERLING HEIGHTS	 	MI	 	48313	 	MACOMB	 	10-01-104-014-195
	2463
	 	LAKESIDE MALL	 	14600 LAKESIDE CIRCLE	 	SPACE #2156	 	STERLING HEIGHTS	 	MI	 	48313	 	MACOMB	 	10-01-104-014-180
	2466
	 	TWELVE OAKS MALL	 	27458 NOVI ROAD	 	 	 	NOVI	 	MI	 	48377	 	OAKLAND	 	50-99-00-005-114
	2468
	 	FAIRLANE TOWN CTR	 	H-106 FAIRLANE T/C	 	 	 	DEARBORN	 	MI	 	48126	 	WAYNE	 	84-00-009-48-250
	2474
	 	OAKLAND MALL	 	478 WEST 14 MILE RD	 	 	 	TROY	 	MI	 	48083	 	OAKLAND	 	99-00-040-552
	2478
	 	NORTHLAND CENTER	 	21500 NORTHWESTERN HWY	 	# D19	 	SOUTHFIELD	 	MI	 	48075	 	OAKLAND	 	9962-009-000
	2479
	 	EASTLAND CENTER	 	18000 VERNIER RD	 	SPACE 840	 	HARPER WOODS	 	MI	 	48225	 	WAYNE	 	42-999-00-0072-000
	2481
	 	WOODLAND MALL	 	3195 28TH STREET SOUTHEAST	 	SPACE #G-104	 	KENTWOOD	 	MI	 	49512	 	KENT	 	41-50-65-025-996
	2489
	 	GENESEE VALLEY CTR	 	3307 SOUTH LINDEN ROAD	 	SPACE NO. 540	 	FLINT	 	MI	 	48507	 	GENESSEE	 	07-82-1625-70
	3472
	 	GREAT LAKES CROSSING	 	4654 BALDWIN RD	 	 	 	AUBURN	 	MI	 	48326	 	OAKLAND	 	63-02-99-00-099-249
	2131
	 	MALL OF AMERICA	 	S-288 SOUTH AVENUE	 	 	 	BLOOMINGTON	 	MN	 	55425	 	HENNEPIN	 	 
	2008
	 	CHESTERFIELD MALL	 	44 CHESTERFIELD MALL	 	 	 	CHESTERFIELD	 	MO	 	63017	 	ST LOUIS	 	B0118732A
	2011
	 	SAINT LOUIS GALLERIA	 	SPACE 1093	 	 	 	RICHMOND HEIGHTS	 	MO	 	63117	 	ST LOUIS	 	B0118729A
	2017
	 	SOUTH COUNTY MALL	 	39 SOUTH COUNTY CTR WAY	 	P.O. BOX 39	 	ST. LOUIS	 	MO	 	63129	 	ST LOUIS	 	B0118727A
	2018
	 	WEST COUNTY CENTER	 	157 WEST COUNTY CENTER	 	 	 	DES PERES	 	MO	 	63131	 	ST LOUIS	 	B0136468A
	2029
	 	INDEPENDENCE CENTER	 	2138 INDEPENDENCE CENTER	 	 	 	INDEPENDENCE	 	MO	 	64057	 	JACKSON	 	20010759B
	2035
	 	BATTLEFIELD MALL	 	124 BATTLEFIELD MALL	 	 	 	SPRINGFIELD	 	MO	 	65804	 	GREENE	 	12063923
	2682
	 	FOUR SEASONS MALL	 	140 FOUR SEASONS TOWN CENTRE	 	 	 	GREENSBORO	 	NC	 	27407	 	GUILFORD	 	Opened in 2007
	2685
	 	NORTHLAKE MALL	 	6801 NORTHLAKE MALL DRIVE	 	I-77 AND W.T. HARRIS BLVD.	 	CHARLOTTE	 	NC	 	28216	 	MECKLENBURG	 	7002601625
	2686
	 	CRABTREE VALLEY MALL	 	4325 GLENWOOD RD.	 	SPACE #2010	 	RALEIGH	 	NC	 	27612	 	WAKE	 	6465093
	429
	 	HILLTOP MALL	 	5011 SECOND AVE, SUITE 43	 	 	 	KEARNEY	 	NE	 	68847	 	BUFFALO	 	318516349
	2620
	 	ROCKINGHAM, MALL AT	 	99 ROCKINGHAM PARK BLVD	 	SPACE #E-261	 	SALEM	 	NH	 	03079	 	ROCKINGHAM	 	 
	2499
	 	DEPTFORD MALL	 	1750 DEPTFORD CENTER ROAD	 	 	 	DEPTFORD	 	NJ	 	08096	 	GLOUCESTER	 	 
	2518
	 	CHERRY HILL MALL	 	UNIT 1625	 	2000 ROUTE 38	 	CHERRY HILL	 	NJ	 	08002	 	CAMDEN	 	 
	2601
	 	NEWPORT CITY CENTER	 	30-144 MALL DRIVE WEST	 	 	 	JERSEY CITY	 	NJ	 	07310	 	HUDSON	 	 
	2602
	 	FREEHOLD RACEWAY	 	3710 ROUTE 09	 	SPACE G-216	 	FREEHOLD	 	NJ	 	07728	 	MONMOUTH	 	 
	2603
	 	LIVINGSTON MALL	 	112 EISENHOWER PARKWAY	 	ROOM 1009	 	LIVINGSTON	 	NJ	 	07039	 	ESSEX	 	 
	2604
	 	MENLO PARK	 	328 MENLO PARK MALL	 	 	 	EDISON	 	NJ	 	08837	 	MIDDLESEX	 	 
	2609
	 	ROCKAWAY TOWNSQUARE	 	ROUTE 80 AND MT HOPE AVE	 	SPACE #2070A	 	ROCKAWAY	 	NJ	 	07866	 	MORRIS	 	 
	2613
	 	GARDEN STATE PLZ	 	2128 GARDEN STATE PLZ	 	 	 	PARAMUS	 	NJ	 	07652	 	BERGEN	 	 
	2615
	 	WILLOWBROOK MALL	 	1332 WILLOWBROOK MALL	 	 	 	WAYNE	 	NJ	 	07470	 	PASSAIC	 	 
	2617
	 	WOODBRIDGE CENTER	 	157 WOODBRIDGE CTR	 	 	 	WOODBRIDGE	 	NJ	 	07095	 	CAMDEN	 	 
	3613
	 	GARDEN STATE PLZ	 	244 GARDEN STATE PLZ	 	 	 	PARAMUS	 	NJ	 	07652	 	BERGEN	 	 
	3618
	 	WOODBRIDGE CENTER	 	285 WOODBRIDGE CTR DR	 	 	 	WOODBRIDGE	 	NJ	 	07095	 	CAMDEN	 	 
	7604
	 	MENLO PARK	 	433 MENLO PARK DR	 	 	 	EDISON	 	NJ	 	08837	 	MIDDLESEX	 	 
	7615
	 	WILLOWBROOK MALL	 	1730 WILLOWBROOK MALL	 	 	 	WAYNE	 	NJ	 	07470	 	PASSAIC	 	 






Page 4









 








BAKERS FOOTWEAR GROUP

CURRENT STORE LISTING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL NAME	 	ADDRESS1	 	ADDRESS2	 	CITY	 	STATE	 	ZIP	 	COUNTY	 	PP ACCOUNT NUMBER
	2833
	 	CORONADO CENTER	 	6600 MENAUL, N.E.	 	SUITE 51	 	ALBUQUERQUE	 	NM	 	87110	 	BERNALILLO	 	695141
	3834
	 	FASHION SHOW	 	3200 LAS VEGAS BLVD SOUTH	 	SPACE 1390	 	LAS VEGAS	 	NV	 	89109	 	CLARK	 	012769-99
	3835
	 	MIRACLE MILE SHOPS	 	3663 LAS VEGAS BLVD. SOUTH	 	SUITE 395/SPACE H-019	 	LAS VEGAS	 	NV	 	89109	 	CLARK	 	132289-99
	3836
	 	MIRACLE MILE SHOPS	 	3663 LAS VEGAS BLVD. SOUTH	 	SUITE 135	 	LAS VEGAS	 	NV	 	89109	 	CLARK	 	141200-99
	2540
	 	WALDEN GALLERIA	 	ONE WALDEN GALLERIA	 	#D-117	 	BUFFALO	 	NY	 	14225	 	ERIE	 	 
	2559
	 	CROSSGATES MALL	 	ONE CROSSGATES MALL ROAD	 	SPACE L-202	 	ALBANY	 	NY	 	12203	 	ALBANY	 	 
	2560
	 	GREEN ACRES MALL	 	1114-A  GREEN ACRES MALL	 	 	 	VALLEY STREAM	 	NY	 	11581	 	NASSUA	 	 
	2561
	 	SMITH HAVEN MALL	 	2701 MIDDLE COUNTRY ROAD	 	SPACE 414	 	LAKE GROVE	 	NY	 	11755	 	SUFFOLK	 	 
	2563
	 	SUNRISE MALL	 	220 SUNRISE MALL, CARMENS HWY	 	SPACE 8 LOWER LEVEL	 	MASSAPEQUA	 	NY	 	11758	 	NASSUA	 	 
	2566
	 	SOUTHSHORE MALL	 	1701 SUNRISE HWY	 	SPACE A-7	 	BAYSHORE	 	NY	 	11706	 	SUFFOLK	 	 
	2570
	 	FULTON STREET	 	454 FULTON ST	 	 	 	BROOKLYN	 	NY	 	11201	 	KING	 	 
	2571
	 	KINGS PLAZA S/C	 	5260 KINGS PLAZA	 	FLATBUSH AVE	 	BROOKLYN	 	NY	 	11234	 	KING	 	 
	2574
	 	82ND STREET	 	JACKSON HEIGHTS	 	37-36 82ND STREET	 	FLUSHING	 	NY	 	11372	 	QUEENS	 	 
	2576
	 	ROOSEVELT FIELD MALL	 	630 OLD COUNTRY RD, SPACE 2031	 	 	 	GARDEN CITY	 	NY	 	11530	 	NASSUA	 	 
	2577
	 	ROOSEVELT FIELD MALL	 	630 OLD COUNTRY RD, SPACE 2019	 	 	 	GARDEN CITY	 	NY	 	11530	 	NASSAU	 	 
	2580
	 	"34TH STREET"	 	358 FIFTH AVE	 	 	 	NEW YORK	 	NY	 	10001	 	NEW YORK	 	 
	2587
	 	STATEN ISLAND MALL	 	2655 RICHMOND AVE	 	SPACE 1320	 	STATEN ISLAND	 	NY	 	10314	 	RICHMOND	 	 
	2588
	 	STEINWAY STREET	 	30-72 STEINWAY ST	 	 	 	QUEENS	 	NY	 	11103	 	NEW YORK	 	 
	2590
	 	CROSS COUNTY CENTER	 	20 MALL WALK	 	 	 	YONKERS	 	NY	 	10704	 	WESTCHESTER	 	 
	2591
	 	GALLERIA OF WHITE PLAINS	 	100 MAIN STREET	 	# 333	 	WHITE PLAINS	 	NY	 	10601	 	WESTCHESTER	 	 
	2592
	 	PALISADES CENTER	 	1000 PALISADES CENTER	 	#H-202	 	WEST NYACK	 	NY	 	10994	 	ROCKLAND	 	 
	2593
	 	JEFFERSON VALLEY MALL	 	650 LEE BOULEVARD	 	ROOM J-09	 	YORKTOWN HEIGHTS	 	NY	 	10598	 	WESTCHESTER	 	 
	3571
	 	KINGS PLAZA	 	5170 KINGS PLAZA	 	SPACE #6B	 	BROOKLYN	 	NY	 	11234	 	KING	 	 
	3574
	 	QUEENS CENTER	 	90-15 QUEENS BOULEVARD	 	SPACE #3045	 	ELMHURST	 	NY	 	11373	 	QUEENS	 	 
	3590
	 	CROSS COUNTY MALL	 	20 MALL WALK	 	 	 	YONKERS	 	NY	 	10704	 	WESTCHESTER	 	 
	2374
	 	FRANKLIN PARK MALL	 	5001 MONROE ST	 	STE 122	 	TOLEDO	 	OH	 	43623	 	LUCAS	 	10191945
	2380
	 	BEACHWOOD PLACE	 	26300 CEDAR ROAD	 	#2210	 	BEACHWOOD	 	OH	 	44122	 	CUYAHOGA	 	10191945
	2412
	 	TRI-COUNTY MALL	 	11700 PRINCETON RD, SPACE 456	 	 	 	CINCINATTI	 	OH	 	45246	 	HAMILTON	 	10191945
	2423
	 	DAYTON MALL	 	2700 W. CENTERVILLE RD	 	# 660	 	DAYTON	 	OH	 	45459	 	MONTGOMERY	 	10191945
	2430
	 	EASTON TOWN CENTER	 	167 EASTON TOWN CENTER	 	 	 	COLUMBUS	 	OH	 	43219	 	FRANKLIN	 	10191945
	2432
	 	TUTTLE CROSSING, THE MALL AT	 	5043 TUTTLE CROSSING BLVD	 	SPACE #162	 	DUBLIN	 	OH	 	43016	 	FRANKLIN	 	10191945
	2205
	 	WOODLAND HILLS	 	MAIN MALL SPACE 152	 	7021 SOUTH MEMORIAL DR	 	TULSA	 	OK	 	74133	 	TULSA	 	04 003278 04
	2213
	 	PENN SQUARE MALL	 	1901 NORTHWEST EXPY	 	SUITE 1011	 	OKLAHOMA CITY	 	OK	 	73118	 	OKLAHOMA	 	P3005633
	2503
	 	SPRINGFIELD MALL	 	1200 BALTIMORE PIKE	 	# E-6	 	SPRINGFIELD	 	PA	 	19064	 	DELWARE	 	 
	2506
	 	PARK CITY CENTER	 	142 PARK CITY CENTER	 	#G0725	 	LANCASTER	 	PA	 	17601	 	LANCASTER	 	 
	2515
	 	KING OF PRUSSIA-THE PLAZA	 	160 N. GULPH RD, SUITE 1081	 	 	 	KING OF PRUSSIA	 	PA	 	19406	 	MONTGOMERY	 	 
	2521
	 	LEHIGH VALLEY MALL	 	112 LEHIGH VALLEY MALL	 	 	 	WHITEHALL	 	PA	 	18052	 	LEIGH	 	 
	2536
	 	MONROEVILLE MALL	 	121 MONROEVILLE MALL	 	 	 	MONROEVILLE	 	PA	 	15146	 	ALLEGHNEY	 	 
	2538
	 	THE MALL AT ROBINSON	 	SPACE #1280	 	100 ROBINSON CENTER DRIVE	 	PITTSBURG	 	PA	 	15205	 	ALLEGHNEY	 	 
	3535
	 	CENTURY III MALL	 	3075 CLAIRTON RD	 	STE 394	 	WEST MIFFLIN	 	PA	 	15123	 	ALLEGHNEY	 	 
	2646
	 	WARWICK MALL	 	169 WARWICK MALL	 	 	 	WARWICK	 	RI	 	02886	 	KENT	 	015503/915503
	2647
	 	PROVIDENCE PLACE MALL	 	219 PROVIDENCE PLACE	 	#A-306	 	PROVIDENCE	 	RI	 	02903	 	PROVIDENCE	 	TAX ABATEMENT






Page 5









 









BAKERS FOOTWEAR GROUP

CURRENT STORE LISTING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL NAME	 	ADDRESS1	 	ADDRESS2	 	CITY	 	STATE	 	ZIP	 	COUNTY	 	PP ACCOUNT NUMBER
	2681
	 	HAYWOOD MALL	 	700 HAYWOOD ROAD	 	SUITE 2016	 	GREENVILLE	 	SC	 	29607	 	GREENVILLE	 	1884414-001
	2689
	 	COLUMBIANA CENTER	 	100 COLUMBIANA CIRCLE	 	SPACE #1110	 	COLUMBIA	 	SC	 	29212	 	LEXINGTON	 	1884414-001
	2311
	 	HAMILTON PLACE	 	2100 HAMILTON PLACE BOULEVARD	 	#253	 	CHATTANOOGA	 	TN	 	37421	 	HAMILTON	 	1033182
	2753
	 	IRVING MALL	 	3649 IRVING MALL	 	SPACE D-3	 	IRVING	 	TX	 	75062	 	DALLAS	 	99-962980000080550
	2754
	 	NORTHPARK CENTER	 	E2-734 NORTHPARK CENTER	 	 	 	DALLAS	 	TX	 	75225	 	DALLAS	 	99-070215330000000
	2756
	 	SHOPS AT WILLOW BEND	 	#B-117	 	6121 W PARK BLVD	 	PLANO	 	TX	 	75093	 	COLLIN	 	2601787
	2757
	 	PARKS AT ARLINGTON	 	3811 S COOPER	 	SPACE 2118	 	ARLINGTON	 	TX	 	76015	 	TARRANT	 	11529903
	2758
	 	COLLIN CREEK MALL	 	2400 COLLIN CREEK MALL	 	811 N CENTRAL EXPRESSWAY	 	PLANO	 	TX	 	75075	 	COLLIN	 	2601188
	2759
	 	TOWN EAST MALL	 	2054 TOWN EAST MALL	 	 	 	MESQUITE	 	TX	 	75150	 	DALLAS	 	99-000000012045000
	2769
	 	CIELO VISTA MALL	 	8401 GATEWAY BLVD WEST	 	C - 3	 	EL PASO	 	TX	 	79925	 	EL PASO	 	0283-999-4003-0000
	2773
	 	NORTHEAST MALL	 	1101 MELBOURNE STREET	 	#P08	 	HURST	 	TX	 	76053	 	TARRANT	 	11711582
	2782
	 	WILLOWBROOK MALL	 	2000 WILLOWBROOK MALL	 	STE 1382	 	HOUSTON	 	TX	 	77070	 	HARRIS	 	2007866
	2783
	 	SHARPSTOWN CENTER	 	7550 BELLAIRE BLVD.	 	# 133	 	HOUSTON	 	TX	 	77036	 	HARRIS	 	865911
	2784
	 	MEMORIAL CITY SHOPPING CENTER	 	296 MEMORIAL CITY	 	 	 	HOUSTON	 	TX	 	77024	 	HARRIS	 	2007333
	2789
	 	THE GALLERIA	 	5135 W ALABAMA	 	SPACE #6060	 	HOUSTON	 	TX	 	77056	 	HARRIS	 	865964
	2791
	 	BAYBROOK MALL	 	1326 BAYBROOK MALL	 	 	 	FRIENDSWOOD	 	TX	 	77546	 	HARRIS	 	967426 (& GALVESTON P436244)
	2792
	 	WOODLANDS, THE	 	1201 LAKE WOODLANDS DR	 	SUITE 1072	 	THE WOODLANDS	 	TX	 	77380	 	MONTGOMERY	 	P359930
	2800
	 	INGRAM PARK MALL	 	6301 N.W. LOOP 410	 	L -14	 	SAN ANTONIO	 	TX	 	78238	 	BEXAR	 	825087
	2801
	 	MALL DEL NORTE	 	5300 N. SAN DARIO	 	SUITE 184B	 	LAREDO	 	TX	 	78041	 	WEBB	 	187746
	2810
	 	THE SHOPS AT  LA CANTERA	 	15900 LA CANTERA PARKWAY	 	BLDG #8 SUITE #8860	 	SAN ANTONIO	 	TX	 	78256	 	BEXAR	 	1051363
	2811
	 	RIVERCENTER	 	849 E. COMMERCE STREET	 	#269	 	SAN ANTONIO	 	TX	 	78205	 	BEXAR	 	1054412
	2817
	 	BARTON CREEK MALL	 	2901 CAPITAL OF TEXAS HIGHWAY	 	SPACE L-1A	 	AUSTIN	 	TX	 	78746	 	TRAVIS	 	697118
	3788
	 	GALLERIA II	 	5085 WESTHEIMER	 	SUITE 3535	 	HOUSTON	 	TX	 	77056	 	HARRIS	 	869653
	3800
	 	VALLE VISTA MALL	 	2000 S. EXPRESSWAY 83	 	SPACE B-07	 	HARLINGEN	 	TX	 	78552	 	CAMERON	 	214529
	3801
	 	MALL DEL NORTE	 	5300 SAN DARIO AVE.	 	SPACE #1825	 	LAREDO	 	TX	 	78041	 	WEBB	 	276331
	3802
	 	LA PLAZA MALL	 	2200 S. TENTH ST	 	# D-3	 	MCALLEN	 	TX	 	78503	 	HIDALGO	 	P632998
	3803
	 	LA PLAZA MALL	 	2200 S. 10TH ST.	 	SPACE #11	 	MCALLEN	 	TX	 	78503	 	HIDALGO	 	P647807
	2194
	 	FASHION PLACE S/C	 	6191 SOUTH STATE	 	UNIT 256	 	MURRAY	 	UT	 	84107	 	SALT LAKE	 	21 012960 00000000
	2653
	 	FAIR OAKS	 	11750 FAIR OAKS	 	#107	 	FAIRFAX	 	VA	 	22033	 	FAIRFAX	 	07-0666-3169-9
	2655
	 	TYSONS CORNER	 	1961 CHAIN BRIDGE ROAD	 	#G006L	 	MCLEAN	 	VA	 	22102	 	FAIRFAX	 	07-0666-3166-4
	2656
	 	FASHION CENTRE AT PENTAGON	 	1100 S HAYES STREET	 	ROOM #0R01	 	ARLINGTON	 	VA	 	22201	 	ARLINGTON	 	Opened in 2007
	2665
	 	SHORT PUMP TOWN CENTER	 	11800 WEST BROAD STREET	 	UNIT 1412	 	RICHMOND	 	VA	 	23233	 	HENRICO	 	B03226001
	2666
	 	POTOMAC MILLS	 	2700 POTOMAC MILLS CIRCLE	 	STE 597	 	PRINCE WILLIAM	 	VA	 	22192	 	PRINCE WILLIAM	 	99349025
	2668
	 	MACARTHUR CENTER	 	300 MONTICELLO AVENUE	 	SPACE 172	 	NORFOLK	 	VA	 	23510	 	NORFOLK CITY	 	B25423
	3669
	 	LYNNHAVEN FIELD MALL	 	701 LYNNHAVEN PARKWAY	 	SPACE E3A	 	VIRGINIA BEACH	 	VA	 	23452	 	VIRGINIA BEACH	 	76074560
	3983
	 	NORTHGATE MALL	 	526 NORTHGATE MALL	 	401 NE NORTHGATE WAY	 	SEATTLE	 	WA	 	98125	 	KING	 	14715015
	3984
	 	SOUTHCENTER S/C	 	969 SOUTHCENTER MALL	 	SPACE C352	 	TUKWILA	 	WA	 	98188	 	KING	 	14715452
	2102
	 	MAYFAIR MALL	 	623 MAYFAIR MALL	 	2500 NORTH MAYFAIR ROAD	 	WAUWATOSA	 	WI	 	53226	 	MILWAUKEE	 	20800
	2104
	 	BROOKFIELD SQUARE	 	95 N MORELAND RD	 	#D-18	 	BROOKFIELD	 	WI	 	53005	 	WAUKESHA	 	008717
	249
	 	TOTAL STORES	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Page 6









 








BAKERS FOOTWEAR GROUP

CURRENT STORE LISTING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	MALL NAME	 	ADDRESS1	 	ADDRESS2	 	CITY	 	STATE	 	ZIP	 	COUNTY	 	PP ACCOUNT NUMBER
	CORP
	 	2815 SCOTT AVENUE	 	 	 	 	 	ST. LOUIS	 	MO	 	63103	 	ST. LOUIS CITY	 	796975
	WHSE
	 	3901 UNION BOULEVARD	 	SUITE 103 {WEB}	 	 	 	ST. LOUIS	 	MO	 	63115	 	ST. LOUIS CITY	 	707565






Page 7









 





SCHEDULE 4.8




Due Organization and Qualification; Subsidiaries



(b) Authorized capitalization: Shares issued and outstanding



Preferred stock, $0.0001 par value per share; 5,000,000 shares authorized; no shares issued and
outstanding.



Common stock, $0.0001 par value per share; 40,000,000 shares authorized; 6,655,856 shares issued
and outstanding.



Shares issuable pursuant to the Borrower’s stock plans:




     1. Bakers Footwear Group, Inc. 2003 Stock Option Plan as amended: Options relating to
1,368,992 shares of common stock, subject to anti-dilution and other adjustments, are authorized
under the 2003 Stock Option Plan, as amended, as follows (the “2003 Stock Option Plan”). The
description of the 2003 Stock Option plan under the heading “Approval of the Bakers Footwear Group,
Inc. 2003 Stock Option Plan, As Amended to Authorize Options Relating to an Additional 500,000
Shares of Common Stock (Proxy Item No. 2)” in the Borrower’s 2006 proxy statement is incorporated
herein by reference. Also, please refer to the Borrower’s 2007 proxy statement for additional
information on the plan.



     (A) Options relating to 4,718 shares are issued and outstanding at an exercise price of $0.01
per share; all are fully vested.



     (B) Options relating to 683,507 shares are issued and outstanding at a weighted average
exercise price of $9.66 per share; the options generally vest in either three or five equal annual
installments beginning on the anniversary date of the date of grant. Please see Form of
Nonqualified Option Award Agreement under the Bakers Footwear Group, Inc. 2003 Stock Option Plan
(incorporated by reference to Exhibit 10.2 to the Borrower’s Current Report on Form 8-K filed on
March 21, 2007 (File No. 000-50563)).



     (C) Options relating to 344,654 shares of common stock remain available for future issuance
under the 2003 Stock Option Plan.


2. Bakers Footwear Group, Inc. 2005 Incentive Compensation Plan: Authorized shares
issuable under the plan are 250,000, subject to anti-dilution and other adjustments. Generally,
awards under the plan can include performance share awards, restricted stock awards, awards based
in stock other than performance share awards or restricted stock awards and long-term incentive
awards. The description of the 2005 Incentive Compensation Plan under the heading “Approval of
Bakers Footwear Group, Inc. 2005 Incentive Compensation Plan (Proxy Item No. 2)” in the Borrower’s
2005 proxy statement is incorporated herein by reference. Also, please refer to the Borrower’s
2007 proxy statement for additional information on the plan. Performance shares relating to a
maximum of 152,376 shares of common stock have been granted and remain outstanding. These
performance shares are contingent upon the achievement of performance objectives relating to
compound annual growth rate in net sales and return on average assets for the three year periods
ending in fiscal year 2008 and 2009.




 









 







On October 3, 2007, Borrower issued 69,000 restricted stock awards under the plan. The restricted
stock fully vests on the fifth anniversary of the grant date, or October 3, 2012. However, the
Compensation Committee retains the discretion to vest, in full, pro-rata or not at all, restricted
stock awards upon death, disability, retirement or otherwise.



Shares issuable pursuant to warrants granted in connection with initial public offering:
The Borrower issued warrants relating to 216,000 shares, subject to anti-dilution and other
adjustments, at an exercise price of $12.7875 per share, to the representatives of the underwriters
in connection with the Borrower’s initial public offering. The warrants became exercisable on
February 10, 2005 and expire on February 10, 2009. Warrants to purchase up to 121,500 shares of
common stock remain unexercised.



Shares issuable pursuant to warrants granted in connection with April 2005 private
placement: In connection with the Borrower’s private placement in April 2005, the Borrower
issued, to the investors and the placement agent in that offering, warrants to purchase 250,000
shares and 125,000 shares, respectively, of common stock, subject to anti-dilution and other
adjustments, at an exercise price of $10.18 per share. The warrants issued in that private
placement are generally exercisable until April 8, 2010. The Borrower generally has the right to
call the warrants issued in April 2005 to the investors, but not the placement agent, at a
redemption price equal to $0.01 per share, which will likely cause their exercise into shares of
common stock, in the event that the closing bid price of a share of the Borrower’s common stock
equals or exceeds $25.00 per share for any 20 consecutive trading days commencing after the
registration statement relating to the shares is declared effective. Under the terms of the
investor warrants, the Borrower is required to exercise such right within one business day
immediately following the end of any such 20 day trading period. Investor warrants relating to up
to 137,500 shares of common stock and placement agent warrants relating to up to 125,000 shares of
common stock are outstanding, respectively.



Shares issuable in connection with June 2007 private placement of subordinated convertible
debentures. In connection with Borrower’s private placement in June 2007, Borrower issued $4
million in aggregate principal amount of subordinated convertible debentures (the “Debentures”).
The Debentures are convertible into shares of the Borrower’s common stock at any time. The initial
conversion price is $9.00 per share, subject to the limitations and adjustments provided in the
Debentures. Based on the initial conversion price, the Debentures are convertible into an
aggregate of 444,441 shares of the Borrower’s common stock, after eliminating fractional shares.
The Borrower generally has the right, but not the obligation, to call the Debentures at any time
prior to conversion if the closing price of the Borrower’s common stock (as adjusted for stock
dividends, subdivisions or combinations) is equal to or above $16.00 per share for each of 20
consecutive trading days and certain other equity conditions and other conditions are met.



The conversion price, and thus the number of shares into which the Debentures are convertible, is
subject to anti-dilution adjustments relating to stock dividends, or subdivisions or combination of
the Borrower’s capital stock.



In addition, the Debentures contain a weighted average conversion price adjustment generally for
future issuances, at prices less than the then current conversion price, of common stock or
securities convertible into, or options to purchase, shares of common stock, excluding generally
currently outstanding options, warrants or performance shares and any future issuances pursuant to
any


 









 






properly authorized equity compensation plans. The issuance of shares of common stock in this
transaction will trigger the weighted average conversion price adjustment.



In accordance with rules of Nasdaq, the Debentures contain limitations on the number of shares
issuable pursuant to the Debentures regardless of how low the conversion price may be in the
future, subject to the removal of those limitations if shareholder approval of the removal of that
limitation is obtained. First, the Debentures provide that if the average conversion price is less
than the market price as of the time of signing of the purchase agreement, which was $8.10, then
the Borrower may not issue more than 19.99% of the outstanding share of the Borrower’s common stock
as of the date of signing the Purchase Agreement, which amounts to 1,297,957 shares. Second, the
Debentures provide that the number of shares that may be acquired by an Investor upon any
conversion is limited to the extent necessary to insure that, following such conversion, the total
number of shares beneficially owned by that Investor may not exceed 19.999% of the then outstanding
total number of issued and outstanding shares of common stock. Third, for Debentures issued to
advisory directors, corporate directors or entities affiliated with such directors, the conversion
price is limited so that generally it may not be less than $8.10, regardless of the operation of
the weighted average conversion price adjustment. The Borrower has agreed to seek shareholder
approval of the removal of those limitations if certain conditions are met.




Shares reserved for issuance (prior to transaction):




	 	 	 	 	 
	Description:	 	Number of Shares:*
	 
	Bakers Footwear Group, Inc. 2003 Stock Option Plan
	 	 	1,032,879	 
	Bakers Footwear Group, Inc. 2005 Incentive
Compensation Plan
	 	 	181,000	 
	Warrants issued in connection with initial public
offering
	 	 	121,500	 
	Warrants issued in connection with 2005 private
placement
	 	 	262,500	 
	Shares of common stock issuable upon conversion of the
subordinated convertible debentures
	 	 	444,441	1
	 
	Total
	 	 	2,042,320	 
	 







 




			
	*	 	Or such other amounts in accordance with
anti-dilution or similar provisions as provided for in
the instruments relating thereto.





Registration Rights:



The information set forth on Schedule 6(d) to the Registration Rights Agreement is incorporated by
reference herein.






 




			
	1	 	The subordinated convertible debentures contain a
weighted average conversion price adjustment which will affect the number of
shares of Borrower’s common stock that are issuable upon conversion of such
debentures. The adjustment occurs upon the occurrence of certain corporate
transactions, including this term loan. In addition to the 444,441 shares of
common stock that have been reserved, the Borrower’s Board of Directors has
also reserved the additional shares of common stock that may be issued upon a
change in the conversion price of the debentures.




 









 










Engagement Letters:



Ryan Beck & Co., Inc. (“Ryan Beck”) and Stifel, Nicolaus & Company, Incorporated
(“Stifel”). Under the terms of an engagement letter dated July 10, 2006, Ryan Beck (which was
recently acquired by Stifel) was entitled to certain compensation for sales of securities to
certain investors for a period of one year following termination of the July 10, 2006 engagement
letter (the “Tail Period”). The Tail Period ends on May 7, 2008. Ryan Beck waived its right to
receive compensation (during the Tail Period) solely with respect to the offer and sale of the
Debentures pursuant to a certain waiver letter dated May 21, 2007. The Company and Stifel entered
into a new engagement letter dated May 21, 2007 whereby Stifel agreed to provide certain services
to the Company in connection with the sale of the Debentures.



(c) The Borrower does not have any subsidiaries.




 









 








SCHEDULE 4.9(b)




No Conflict





	1.	 	Bank of America. The Borrower will receive the consent of Bank of America,
N.A. to enter into this Agreement and consummate the transactions contemplated hereby. The
Borrower, the Senior Lender and Agent will enter into the Senior Loan Subordination
Agreement in connection therewith.






	2.	 	$4 Million Aggregate Principal Amount of Subordinated Convertible Debentures.
The Borrower will receive the consent of the holders of the Borrower’s $4 million aggregate
principal amount of subordinated convertible debentures that were issued on June 26, 2007
to enter into this Agreement and consummate the transactions contemplated hereby. The
Borrower, the Investors and the Agent will enter into a subordination agreement in
connection therewith. Promptly after the Closing Date, the Borrower will deliver a notice
to each of the Investors which calculates the change in the conversion price of each
debenture.






	3.	 	Registration Rights. The information set forth on Schedule 6(d) to the
Registration Rights Agreement is incorporated by reference herein. The Borrower will also
deliver notices to its securityholders with “piggyback” registration rights to determine if
those securityholders will elect to exercise their piggyback rights in connection with the
filing of the registration statement contemplated by the Registration Rights Agreement.
Such notices may be combined with other notices that the Borrower delivers to such
securityholders. Furthermore, the transaction may require the Borrower to “blackout”
certain of its securityholders (in accordance with prior registration rights agreements)
prior to closing. The Borrower will also provide a notice of the lifting of the blackout,
which notice may be delivered on or after closing.




 









 











SCHEDULE 4.9(c)




Registrations, Consents, Approvals, Notices





	1.	 	The information set forth under Schedule 4.9(b) above is incorporated by
reference herein.






	2.	 	Nasdaq. Consents, approvals, confirmations and waivers of, and notifications
to, the Nasdaq Global Market (formerly known as the Nasdaq National Market)
(“Nasdaq”), which are necessary or appropriate for consummation of the transaction.






	3.	 	Securities Law Filings. The Borrower will make certain state “blue sky”
filings in connection with the offer and sale of the 350,000 shares issued to the Agent or
its designees. The Borrower will file a Form D with the Securities and Exchange Commission
in connection with the transaction. The Borrower will issue a press release announcing the
transaction. The Borrower also will file a Form 8-K with the Securities and Exchange
Commission in connection with the transaction.






	4.	 	Registration Statement filed in accordance with the Registration Rights
Agreement. In accordance with the Registration Rights Agreement, the Borrower will
file a registration statement registering the 350,000 shares of Borrower’s common stock
which are issued to Agent or its designees. Such registration statement may also contain
additional shares of Borrower’s common stock if certain of the Borrower’s securityholders
elect to exercise their “piggyback” registration rights.




 









 











SCHEDULE 4.10




Litigation



As disclosed in the Borrower’s publicly available filings with the Securities and Exchange
Commission, from time to time, the Borrower is involved in ordinary routine litigation common to
companies engaged in the Borrower’s line of business. Currently, the Borrower is not involved in
any material pending legal proceedings.




 









 








SCHEDULE 4.14




Environmental Condition




None.




 









 





SCHEDULE 4.15




Intellectual Property




Scheduled Intellectual Property Collateral





	1.	 	See the attached for a listing of the Patents, Copyrights and Trademarks to which
Borrower is the exclusive licensee.






	2.	 	A variety of security interests have been filed on behalf of certain lenders for the
“Bakers,” “Wild Pair” and other marks which may affect the Borrower’s rights in any
registrations and applications or concurrently owned registrations and applications.
Pursuant to an Asset Purchase Agreement dated May 19, 1999 and an Amendment to Purchase
Agreement dated May 25, 1999, and a bankruptcy court order dated June 15, 1999, the
Borrower acquired certain marks that were previously registered in the name of Edison
Brothers. However, the security interest filings relating to some of those marks were not
removed. Filing relating to the interest of Novus, Inc., a Puerto Rican company, in some
of those marks are also on file. The Borrower does not have the right to use “Bakers” and
“Wild Pair” in certain places outside of the United States. The information under “Risk
Factors—Our ability to expand into some territorial and foreign jurisdictions under the
trademarks ‘Bakers’ and ‘Wild Pair’ is restricted” and “Risk Factors—Our potential
inability or failure to renew, register or otherwise protect our trademarks could have a
negative impact on the value of our brand names” of the Borrower’s Annual Report on Form
10-K for the fiscal year ended February 3, 2007 is incorporated herein by reference.





 









 





SPECIAL TYPES OF COLLATERAL







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trademark - 5a.	 	 	Number	 	 	Date	 	 	If Foreign, What Country	 	 	Subsidiary	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	B & Design
	 	 	3,107,432	 	 	2/15/2001	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bakers
	 	 	Pending	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	Pending	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	Pending	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Baker’s
	 	 	655,552	 	 	12/20/2005	 	 	Canada	 	 	 	 	 	 
	 
	 	 	661,116	 	 	3/22/2006	 	 	Canada	 	 	 	 	 	 
	 
	 	 	719,778	 	 	8/8/1961	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ciella
	 	 	3,321,308	 	 	10/23/2007	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Duck Design
	 	 	1,558,021	 	 	9/26/1989	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Leed’s
	 	 	719,777	 	 	8/8/1961	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	No Parking
	 	 	1,943,049	 	 	12/19/1995	 	 	 	 	 	 	 	 	 
	 
	 	 	Pending	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	QualiCraft (Stylized)
	 	 	430,591	 	 	6/17/1947	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Riverstone
	 	 	Pending	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sole Project
	 	 	Proposed	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stomp
	 	 	2,273,024	 	 	8/24/1999	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Swing & Design
	 	 	1,504,057	 	 	9/13/1988	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Legworks
	 	 	986,497	 	 	6/18/1974	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Wild Pair
	 	 	TMA249,138	 	 	8/8/1980	 	 	Canada	 	 	 	 	 	 
	 
	 	 	977,532	 	 	1/22/1974	 	 	 	 	 	 	 	 	 
	 
	 	 	955,819	 	 	3/20/1973	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Wild Pair & Design
	 	 	1,495,801	 	 	7/12/1988	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wild Pair
	 	 	Pending	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	1,198,008	 	 	6/15/1982	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wild Pair (Stylized)
	 	 	2,681,306	 	 	1/28/2003	 	 	 	 	 	 	 	 	 
	 
	 	 	Pending	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOZ
	 	 	2,849,107	 	 	10/12/2000	 	 	 	 	 	 	 	 	 
	 
	 	 	2,745,441	 	 	10/12/2000	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Patent Name - 5b.	 	 	Number	 	 	Date	 	 	If Foreign, What Country	 	 	Subsidiary	 	 	Inventor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accessory Wall Panel
	 	 	Pending	 	 	 	 	 	 	 	 	 	 	 	P Edison, J VanderPluym,  
K Obata, R Buchanan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Decorative Plate on Shoe Sole
	 	 	Pending	 	 	 	 	 	 	 	 	 	 	 	W Young, B Keely
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Display Table
	 	 	D539,564	 	 	4/3/2007	 	 	 	 	 	 	 	 	P Edison, J VanderPluym, 
K Obata, R Buchanan






 









 




SPECIAL TYPES OF COLLATERAL






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Patent Name - 5b.	 	 	Number	 	 	Date	 	 	If Foreign, What Country	 	 	Subsidiary	 	 	Inventor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pedestal Display Table
	 	 	D549,012	 	 	8/21/2007	 	 	 	 	 	 	 	 	P Edison, J VanderPluym,
K Obata, R Buchanan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store Counter Display and
Backdrop Area
	 	 	D553,878	 	 	10/30/2007	 	 	 	 	 	 	 	 	P Edison, J VanderPluym,
K Obata, R Buchanan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store Wall Fixture (3 piece unit)
	 	 	D554,907	 	 	11/13/2007	 	 	 	 	 	 	 	 	P Edison, J VanderPluym,
K Obata, R Buchanan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store Wall Fixture (2 piece unit)
	 	 	D554,908	 	 	11/13/2007	 	 	 	 	 	 	 	 	P Edison, J VanderPluym,
K Obata, R Buchanan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store Window Dsiplay Fixture
with Stripe
	 	 	D543,383	 	 	5/29/2007	 	 	 	 	 	 	 	 	P Edison, J VanderPluym,
K Obata, R Buchanan
	 
	Copyright - 5c.	 	 	Number	 	 	Date	 	 	If Foreign, What Country	 	 	Subsidiary	 	 	 
	 
	We do not have any copyrights in our system and a review of the Copyright Office online database (recently updated) does not show any in the name of Bakers Footwear Group







	 	 	 	 	 	 	 	 	 	 	 
	COMPANY/Subsidiary - 5d.	 	Description of License Agreement	 	 	 	 	 	 	 	 
	 
	All files were checked that have infringement, cancellations, oppositions, etc and no settlement agreements were executed.






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY/Subsidiary - 5e.	 	Description of License Agreement	 	 	 	 	 	 	 	 
	 
	None







 











 





EXPLANATORY NOTE: “*” INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND

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

CONFIDENTIAL
TREATMENT.




SCHEDULE 4.17




Deposit Accounts and Securities Accounts




(See attached)




 









 













Corporate Bank Accounts

As of

November 15, 2007




Bank of America

P.O. Box 25118

Tampa, FL 33622-5118



Operating Account # ********



BBRF Collateral Account # ********

Proceeds from Bakers Footwear Group, Inc.



Control Disbursement Account # ********




Southwest Bank of St. Louis

P.O. Box 790050

St. Louis, MO 63179-0050



Account # ********




Stifel Nicholas

2125 Center Avenue

6th Floor

Fort Lee, NJ 07024



Account # ********




2815 Scott Avenue n Saint Louis, Missouri 63103 n (314) 621-0699 n fax (314) 621-0708




 









 








     



Attachment to Schedule 4.17




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store_Number	 	acct#	 	BankName	 	address 1	 	address 2	 	address 3	 	city	 	state	 	 	zip	 	 	 	Bank phone number	 
	2311
	 	********	 	1st Tennesee Bank	 	PO Box 100	 	 	 	 	 	Franklyn	 	TN	 	 	37068-0100	 	 	 	423-954-2540	 
	2058
	 	********	 	Bank Financial	 	6415 W. 95th St	 	 	 	 	 	Chicago Ridge	 	IL	 	 	60415	 	 	 	888-409-5100	 
	2052
	 	********	 	Bank Financial	 	6415 W. 95th St	 	 	 	 	 	Chicago Ridge	 	IL	 	 	60415	 	 	 	888-409-5100	 
	2067
	 	********	 	Bank Financial	 	6415 W. 95th St	 	 	 	 	 	Chicago Ridge	 	IL	 	 	60415	 	 	 	888-409-5100	 
	3843
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3901
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2035
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3934
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3928
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2024
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2497
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3945
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3899
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2713
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2747
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3907
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3920
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2263
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3851
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2791
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2689
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2270
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2268
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2266
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2011
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2643
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3905
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2740
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3894
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3956
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3669
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3853
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3954
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2265
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2731
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2833
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2830
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2783
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2769
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2742
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2494
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2734
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3176
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2708
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2705
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2703
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2665
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2668
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2825
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2609
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3864
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3983
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3902
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3900
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3895
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 






 









 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store_Number	 	acct#	 	BankName	 	address 1	 	address 2	 	address 3	 	city	 	state	 	 	zip	 	 	 	Bank phone number	 
	3884
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3879
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2915
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3866
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2967
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3856
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3849
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3848
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3842
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3834
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2782
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3875
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2722
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3868
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2732
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2686
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2792
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2756
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2498
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2827
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2063
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3867
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3857
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3948
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3919
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2264
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2653
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2635
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3984
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3950
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	2642
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	7024
	 	********	 	Bank Of America	 	800 Market Street	 	Mail Code MO1-800-12-25	 	Attn Nicole Thorne	 	St. Louis	 	MO	 	 	63101-2607	 	 	 	314-466-6942	 
	3613
	 	********	 	Bank of America - Fleet	 	PO Box 2016	 	 	 	 	 	Boston	 	MA	 	 	02106-2016	 	 	 	 	 
	2636
	 	********	 	Bank of America - Fleet	 	PO Box 2016	 	 	 	 	 	Boston	 	MA	 	 	02106-2016	 	 	 	 	 
	2620
	 	********	 	Bank of America - Fleet	 	PO Box 2016	 	 	 	 	 	Boston	 	MA	 	 	02106-2016	 	 	 	 	 
	2644
	 	********	 	Bank of America - Fleet	 	PO Box 2016	 	 	 	 	 	Boston	 	MA	 	 	02106-2016	 	 	 	 	 
	2613
	 	********	 	Bank of America - Fleet	 	PO Box 2016	 	 	 	 	 	Boston	 	MA	 	 	02106-2016	 	 	 	 	 
	2626
	 	********	 	Bank of America - Fleet	 	PO Box 2016	 	 	 	 	 	Boston	 	MA	 	 	02106-2016	 	 	 	 	 
	2645
	 	********	 	Bank of America - Fleet	 	PO Box 2016	 	 	 	 	 	Boston	 	MA	 	 	02106-2016	 	 	 	 	 
	2634
	 	********	 	Bank of America - Fleet	 	PO Box 2016	 	 	 	 	 	Boston	 	MA	 	 	02106-2016	 	 	 	 	 
	2633
	 	********	 	Bank of America - Fleet	 	PO Box 2016	 	 	 	 	 	Boston	 	MA	 	 	02106-2016	 	 	 	 	 
	3636
	 	********	 	Bank of America - Fleet	 	PO Box 2016	 	 	 	 	 	Boston	 	MA	 	 	02106-2016	 	 	 	 	 
	2245
	 	********	 	Bank of Louisiana	 	PO Box 6972	 	 	 	 	 	Metairie	 	LA	 	 	70009-6972	 	 	 	504-889-9400	 
	2185
	 	********	 	Bank of the West	 	2 Steele Street	 	 	 	Attn Tracey Tripp	 	Denver	 	CO	 	 	80206	 	 	 	303-331-3582	 
	2247
	 	********	 	Capital One Bank	 	PO Box 260115	 	 	 	 	 	Baton Rouge	 	LA	 	 	70826-9977	 	 	 	 	 
	2064
	 	********	 	Charter One	 	1215 Superior	 	 	 	 	 	Cleveland	 	OH	 	 	44114	 	 	 	877-242-7837	 
	2479
	 	********	 	Chase	 	7610 W. Washington Street	 	 	 	 	 	Indianapolis	 	IN	 	 	46231	 	 	 	800-404-4111	 
	2072
	 	********	 	Chase	 	7610 W. Washington Street	 	 	 	 	 	Indianapolis	 	IN	 	 	46231	 	 	 	800-404-4111	 
	2051
	 	********	 	Chase	 	7610 W. Washington Street	 	 	 	 	 	Indianapolis	 	IN	 	 	46231	 	 	 	800-404-4111	 
	2070
	 	********	 	Chase	 	7610 W. Washington Street	 	 	 	 	 	Indianapolis	 	IN	 	 	46231	 	 	 	800-404-4111	 
	2580
	 	********	 	Chase - Bank of New York	 	2500 Route 35 & Lakewood Road	 	Attn Denice Mehas	 	 	 	Manasquan	 	NJ	 	 	08736-0179	 	 	 	 	 
	2561
	 	********	 	Chase - Bank of New York	 	2500 Route 35 & Lakewood Road	 	Attn Denice Mehas	 	 	 	Manasquan	 	NJ	 	 	08736-0179	 	 	 	 	 
	2574
	 	********	 	Chase - Bank of New York	 	2500 Route 35 & Lakewood Road	 	Attn Denice Mehas	 	 	 	Manasquan	 	NJ	 	 	08736-0179	 	 	 	 	 
	2588
	 	********	 	Chase - Bank of New York	 	2500 Route 35 & Lakewood Road	 	Attn Denice Mehas	 	 	 	Manasquan	 	NJ	 	 	08736-0179	 	 	 	 	 
	2560
	 	********	 	Chase - Bank of New York	 	2500 Route 35 & Lakewood Road	 	Attn Denice Mehas	 	 	 	Manasquan	 	NJ	 	 	08736-0179	 	 	 	 	 






 









 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store_Number	 	acct#	 	BankName	 	address 1	 	address 2	 	address 3	 	city	 	state	 	 	zip	 	 	 	Bank phone number	 
	3574
	 	********	 	Chase - Bank of New York	 	2500 Route 35 & Lakewood Road	 	Attn Denice Mehas	 	 	 	Manasquan	 	NJ	 	 	08736-0179	 	 	 	 	 
	2570
	 	********	 	Chase - Bank of New York	 	2500 Route 35 & Lakewood Road	 	Attn Denice Mehas	 	 	 	Manasquan	 	NJ	 	 	08736-0179	 	 	 	 	 
	2591
	 	********	 	Chase - Bank of New York	 	2500 Route 35 & Lakewood Road	 	Attn Denice Mehas	 	 	 	Manasquan	 	NJ	 	 	08736-0179	 	 	 	 	 
	2229
	 	********	 	Chase - Louisiana	 	Louisiana Market	 	PO Box 92102	 	 	 	Bedford	 	TX	 	 	76095-2102	 	 	 	 	 
	2235
	 	********	 	Chase - Louisiana	 	Louisiana Market	 	PO Box 92102	 	 	 	Bedford	 	TX	 	 	76095-2102	 	 	 	 	 
	2753
	 	********	 	Chase - TX	 	Texas Market	 	PO Box 92102	 	 	 	Bedford	 	TX	 	 	76095-2102	 	 	 	 	 
	2759
	 	********	 	Chase - TX	 	Texas Market	 	PO Box 92102	 	 	 	Bedford	 	TX	 	 	76095-2102	 	 	 	 	 
	2652
	 	********	 	Chevy Chase Bank	 	PO Box 1296	 	 	 	 	 	Laurel	 	MD	 	 	20707	 	 	 	800-987-2265	 
	2656
	 	********	 	Chevy Chase Bank	 	PO Box 1296	 	 	 	 	 	Laurel	 	MD	 	 	20707	 	 	 	800-987-2265	 
	2655
	 	********	 	Chevy Chase Bank	 	PO Box 1296	 	 	 	 	 	Laurel	 	MD	 	 	20707	 	 	 	800-987-2265	 
	7604
	 	********	 	Citibank	 	Menlo Park FC 369	 	55 Parsonage Rd	 	Attn Simon Chen	 	Edison	 	NJ	 	 	08837	 	 	 	732-452-2343	 
	2604
	 	********	 	Citibank	 	Menlo Park FC 369	 	55 Parsonage Rd	 	Attn Simon Chen	 	Edison	 	NJ	 	 	08837	 	 	 	732-452-2343	 
	2646
	 	********	 	Citizens Bank	 	525 William Penn Place	 	Suite 2915	 	Attn Lisa	 	Pittsburgh	 	PA	 	 	15219	 	 	 	412-867-2350	 
	2503
	 	********	 	Citizens Bank	 	525 William Penn Place	 	Suite 2915	 	Attn Lisa	 	Pittsburgh	 	PA	 	 	15219	 	 	 	412-867-2350	 
	2647
	 	********	 	Citizens Bank	 	525 William Penn Place	 	Suite 2915	 	Attn Lisa	 	Pittsburgh	 	PA	 	 	15219	 	 	 	412-867-2350	 
	2056
	 	********	 	Cole Taylor National Bank	 	5501 West 79th Street	 	5501 West 79th Street	 	 	 	Burbank	 	IL	 	 	60459	 	 	 	708-424-9450	 
	3056
	 	********	 	Cole Taylor National Bank	 	5501 West 79th Street	 	5501 West 79th Street	 	 	 	Burbank	 	IL	 	 	60459	 	 	 	708-424-9450	 
	2757
	 	********	 	Comerica Bank	 	MC 6731	 	PO Box 650282	 	Attn Talia Jackson	 	Arlington	 	TX	 	 	76015	 	 	 	817-276-7200	 
	2481
	 	********	 	Comerica Bank	 	MC 6731	 	PO Box 650282	 	Attn Talia Jackson	 	Arlington	 	TX	 	 	76015	 	 	 	817-276-7200	 
	2754
	 	********	 	Comerica Bank	 	MC 6731	 	PO Box 650282	 	Attn Talia Jackson	 	Arlington	 	TX	 	 	76015	 	 	 	817-276-7200	 
	3472
	 	********	 	Comerica Bank	 	MC 6731	 	PO Box 650282	 	Attn Talia Jackson	 	Arlington	 	TX	 	 	76015	 	 	 	817-276-7200	 
	2008
	 	********	 	Commerce Bank	 	1701 Route 70 East	 	 	 	 	 	Cherry Hill	 	NJ	 	 	08034-5400	 	 	 	888-751-9000	 
	2518
	 	********	 	Commerce Bank	 	1701 Route 70 East	 	 	 	 	 	Cherry Hill	 	NJ	 	 	08034-5400	 	 	 	888-751-9000	 
	2271
	 	********	 	Compass Bank	 	2901 S. Capitol of TX Highway	 	 	 	Attn Tina Segoviano	 	Austin	 	TX	 	 	78746	 	 	 	512-421-5844	 
	2817
	 	********	 	Compass Bank	 	2901 S. Capitol of TX Highway	 	 	 	Attn Tina Segoviano	 	Austin	 	TX	 	 	78746	 	 	 	512-421-5844	 
	2057
	 	********	 	First American	 	PO Box 0794	 	 	 	 	 	Elk Grove Village	 	IL	 	 	60009-0794	 	 	 	815-729-8050	 
	2685
	 	********	 	First Charter Bank	 	5330 Sunset Road	 	 	 	Attn Greg Jeghers	 	Charolette	 	NC	 	 	28269	 	 	 	704-598-2540	 
	2811
	 	********	 	Guaranty Bank	 	849 E Commerce	 	Suite 739	 	 	 	San Antonia	 	TX	 	 	78025	 	 	 	210-475-9316	 
	2131
	 	********	 	Highland Bank	 	322 West Market	 	 	 	 	 	Bloomington	 	MN	 	 	55425-5523	 	 	 	952-853-0216	 
	2577
	 	********	 	HSBC Roosevelt Field	 	Roosevelt Field Mall Office	 	Roosevelt Field Mall	 	 	 	Garden City	 	NY	 	 	11530	 	 	 	877-472-2249	 
	2576
	 	********	 	HSBC Roosevelt Field	 	Roosevelt Field Mall Office	 	Roosevelt Field Mall	 	 	 	Garden City	 	NY	 	 	11530	 	 	 	877-472-2249	 
	2593
	 	********	 	HSBC Roosevelt Field	 	Roosevelt Field Mall Office	 	Roosevelt Field Mall	 	 	 	Garden City	 	NY	 	 	11530	 	 	 	877-472-2249	 
	2587
	 	********	 	HSBC Staten Island Mall	 	Staten Island Office	 	Staten Island Mall	 	Richmond Ave	 	Staten Island	 	NY	 	 	10314	 	 	 	800-975-4722	 
	2641
	 	********	 	Hudson United Bank	 	5065 Main St	 	 	 	Attn Liz Olivo	 	Trumbull	 	CT	 	 	06611	 	 	 	800-482-5465	 
	2430
	 	********	 	Huntington Bank	 	Easton Market Office	 	3931 Morse Crossing	 	Attn Marianne McKinney	 	Columbus	 	OH	 	 	43219	 	 	 	614-480-0100	 
	2432
	 	********	 	Huntington Bank	 	Easton Market Office	 	3931 Morse Crossing	 	Attn Marianne McKinney	 	Columbus	 	OH	 	 	43219	 	 	 	614-480-0100	 
	2800
	 	********	 	International Bank of Commerce	 	PO Box 1359	 	 	 	 	 	Laredo	 	TX	 	 	78042	 	 	 	 	 
	3800
	 	********	 	International Bank of Commerce	 	PO Box 1359	 	 	 	 	 	Laredo	 	TX	 	 	78042	 	 	 	 	 
	3802
	 	********	 	International Bank of Commerce	 	PO Box 1359	 	 	 	 	 	Laredo	 	TX	 	 	78042	 	 	 	 	 
	2801
	 	********	 	International Bank of Commerce	 	PO Box 1359	 	 	 	 	 	Laredo	 	TX	 	 	78042	 	 	 	 	 
	3801
	 	********	 	International Bank of Commerce	 	PO Box 1359	 	 	 	 	 	Laredo	 	TX	 	 	78042	 	 	 	 	 
	2205
	 	********	 	International Bank of Commerce	 	PO Box 1359	 	 	 	 	 	Laredo	 	TX	 	 	78042	 	 	 	 	 
	2810
	 	********	 	International Bank of Commerce	 	PO Box 1359	 	 	 	 	 	Laredo	 	TX	 	 	78042	 	 	 	 	 
	3803
	 	********	 	International Bank of Commerce	 	PO Box 1359	 	 	 	 	 	Laredo	 	TX	 	 	78042	 	 	 	 	 
	2540
	 	********	 	Key Bank	 	KeyCorp	 	127 Public Square	 	Attn Diana Vance	 	Cleveland	 	OH	 	 	44114-1306	 	 	 	 	 
	2423
	 	********	 	Key Bank	 	KeyCorp	 	127 Public Square	 	Attn Diana Vance	 	Cleveland	 	OH	 	 	44114-1306	 	 	 	 	 
	2374
	 	********	 	Key Bank	 	KeyCorp	 	127 Public Square	 	Attn Diana Vance	 	Cleveland	 	OH	 	 	44114-1306	 	 	 	 	 
	3788
	 	********	 	Laredo Bank of Texas	 	PO Box 59	 	 	 	 	 	Laredo	 	TX	 	 	78042-0059	 	 	 	 	 
	2789
	 	********	 	Laredo Bank of Texas	 	PO Box 59	 	 	 	 	 	Laredo	 	TX	 	 	78042-0059	 	 	 	 	 
	2050
	 	********	 	LaSalle Bank	 	135 S LaSalle St	 	 	 	Attn Gerry Mihas	 	Chicago	 	IL	 	 	60603	 	 	 	312-904-6100	 
	2053
	 	********	 	LaSalle Bank	 	135 S LaSalle St	 	 	 	Attn Gerry Mihas	 	Chicago	 	IL	 	 	60603	 	 	 	312-904-6100	 
	2758
	 	********	 	Legacy Bank of Texas	 	PO Box 869111	 	1105 W 15th Street	 	Attn Deborah Lee	 	Plano	 	TX	 	 	75086-9111	 	 	 	972-461-4813	 
	2225
	 	********	 	Metropolitan National Bank	 	3701 Pinnacle Hills Parkway	 	 	 	Attn Christie Williams	 	Rogers	 	AR	 	 	72758	 	 	 	479-845-4750	 
	2066
	 	********	 	Mid-City National Bank	 	801 W Madison	 	 	 	 	 	Chicago	 	IL	 	 	60607	 	 	 	773-292-9210	 
	2341
	 	********	 	National City Bank of Indiana	 	One National City Center	 	 	 	 	 	Indianapolis	 	IN	 	 	46255	 	 	 	 	 






 









 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store_Number	 	acct#	 	BankName	 	address 1	 	address 2	 	address 3	 	city	 	state	 	 	zip	 	 	 	Bank phone number	 
	2075
	 	********	 	National City Bank of Indiana	 	One National City Center	 	 	 	 	 	Indianapolis	 	IN	 	 	46255	 	 	 	 	 
	2343
	 	********	 	National City Bank of Indiana	 	One National City Center	 	 	 	 	 	Indianapolis	 	IN	 	 	46255	 	 	 	 	 
	2325
	 	********	 	National City Bank of Indiana	 	One National City Center	 	 	 	 	 	Indianapolis	 	IN	 	 	46255	 	 	 	 	 
	2536
	 	********	 	National City Bank of PA	 	PO Box 5756	 	 	 	 	 	Cleveland	 	OH	 	 	44101-01756	 	 	 	800-738-3888	 
	2566
	 	********	 	North Fork Bank	 	P.O. Box 8914	 	Retail Operations	 	 	 	Melville	 	NY	 	 	11747-8914	 	 	 	866-632-8888	 
	2601
	 	********	 	North Fork Bank	 	P.O. Box 8914	 	Retail Operations	 	 	 	Melville	 	NY	 	 	11747-8914	 	 	 	866-632-8888	 
	2380
	 	********	 	Ohio Savings Bank	 	26300 Cedar Road	 	 	 	 	 	Beachwood	 	OH	 	 	44122	 	 	 	216-464-6550	 
	2520
	 	********	 	PNC Bank	 	PO Box 535230	 	 	 	 	 	Pittsburgh	 	PA	 	 	15253	 	 	 	 	 
	2603
	 	********	 	PNC Bank	 	PO Box 535230	 	 	 	 	 	Pittsburgh	 	PA	 	 	15253	 	 	 	 	 
	2666
	 	********	 	PNC Bank	 	PO Box 535230	 	 	 	 	 	Pittsburgh	 	PA	 	 	15253	 	 	 	 	 
	3535
	 	********	 	PNC Bank	 	PO Box 535230	 	 	 	 	 	Pittsburgh	 	PA	 	 	15253	 	 	 	 	 
	2538
	 	********	 	PNC Bank	 	PO Box 535230	 	 	 	 	 	Pittsburgh	 	PA	 	 	15253	 	 	 	 	 
	2632
	 	********	 	Salem Five Bank	 	Square One Mall	 	Square One Mall	 	Attn Gia Pizzo	 	Saugus	 	MA	 	 	01906	 	 	 	781-231-1500	 
	2466
	 	********	 	Standard Federal Bank	 	2600 West Big Beaver Road	 	Attn Allison Bashford	 	 	 	Troy	 	MI	 	 	48084	 	 	 	248-822-5470	 
	2463
	 	********	 	Standard Federal Bank	 	2600 West Big Beaver Road	 	Attn Allison Bashford	 	 	 	Troy	 	MI	 	 	48084	 	 	 	248-822-5470	 
	2462
	 	********	 	Standard Federal Bank	 	2600 West Big Beaver Road	 	Attn Allison Bashford	 	 	 	Troy	 	MI	 	 	48084	 	 	 	248-822-5470	 
	2489
	 	********	 	Standard Federal Bank	 	2600 West Big Beaver Road	 	Attn Allison Bashford	 	 	 	Troy	 	MI	 	 	48084	 	 	 	248-822-5470	 
	2468
	 	********	 	Standard Federal Bank	 	2600 West Big Beaver Road	 	Attn Allison Bashford	 	 	 	Troy	 	MI	 	 	48084	 	 	 	248-822-5470	 
	2474
	 	********	 	Standard Federal Bank	 	2600 West Big Beaver Road	 	Attn Allison Bashford	 	 	 	Troy	 	MI	 	 	48084	 	 	 	248-822-5470	 
	2478
	 	********	 	Standard Federal Bank	 	2600 West Big Beaver Road	 	Attn Allison Bashford	 	 	 	Troy	 	MI	 	 	48084	 	 	 	248-822-5470	 
	2657
	 	********	 	Suntrust Bank	 	PO Box 85024	 	 	 	 	 	Richmond	 	VA	 	 	23285-5024	 	 	 	 	 
	2262
	 	********	 	Suntrust Bank	 	PO Box 85024	 	 	 	 	 	Richmond	 	VA	 	 	23285-5024	 	 	 	 	 
	2261
	 	********	 	Suntrust Bank	 	PO Box 85024	 	 	 	 	 	Richmond	 	VA	 	 	23285-5024	 	 	 	 	 
	213
	 	********	 	Town and Country Bancorp	 	PO Box 13255	 	 	 	 	 	Springfield	 	IL	 	 	62791	 	 	 	217-787-3100	 
	2559
	 	********	 	Trustco Bank	 	Western Ave at Fuller Rd	 	Stuyvesant Plaza Office	 	Attn Lee Pelton	 	Albany	 	NY	 	 	12203	 	 	 	518-489-2616	 
	2412
	 	********	 	U S Bank	 	918 17th Street	 	Mail code DN-CO-BB-4a	 	Attn Cindy Deckerd	 	Denver	 	CO	 	 	80202	 	 	 	303-585-4236	 
	2018
	 	********	 	U S Bank	 	918 17th Street	 	Mail code DN-CO-BB-4a	 	Attn Cindy Deckerd	 	Denver	 	CO	 	 	80202	 	 	 	303-585-4236	 
	455
	 	********	 	U S Bank	 	918 17th Street	 	Mail code DN-CO-BB-4a	 	Attn Cindy Deckerd	 	Denver	 	CO	 	 	80202	 	 	 	303-585-4236	 
	2017
	 	********	 	U S Bank	 	918 17th Street	 	Mail code DN-CO-BB-4a	 	Attn Cindy Deckerd	 	Denver	 	CO	 	 	80202	 	 	 	303-585-4236	 
	2010
	 	********	 	U S Bank	 	918 17th Street	 	Mail code DN-CO-BB-4a	 	Attn Cindy Deckerd	 	Denver	 	CO	 	 	80202	 	 	 	303-585-4236	 
	2104
	 	********	 	U S Bank	 	918 17th Street	 	Mail code DN-CO-BB-4a	 	Attn Cindy Deckerd	 	Denver	 	CO	 	 	80202	 	 	 	303-585-4236	 
	2029
	 	********	 	U S Bank	 	918 17th Street	 	Mail code DN-CO-BB-4a	 	Attn Cindy Deckerd	 	Denver	 	CO	 	 	80202	 	 	 	303-585-4236	 
	2102
	 	********	 	U S Bank	 	918 17th Street	 	Mail code DN-CO-BB-4a	 	Attn Cindy Deckerd	 	Denver	 	CO	 	 	80202	 	 	 	303-585-4236	 
	2221
	 	********	 	U S Bank	 	918 17th Street	 	Mail code DN-CO-BB-4a	 	Attn Cindy Deckerd	 	Denver	 	CO	 	 	80202	 	 	 	303-585-4236	 
	2213
	 	********	 	UMB	 	PO Box 419226	 	 	 	 	 	Kansas City	 	MO	 	 	64141-6226	 	 	 	877-860-8621	 
	2615
	 	********	 	Valley National Bank	 	Willowbrook	 	PO Box 558	 	1345 Willowbrook Mall	 	Wayne	 	NJ	 	 	07470	 	 	 	800-522-4100	 
	7615
	 	********	 	Valley National Bank	 	Willowbrook	 	PO Box 558	 	1345 Willowbrook Mall	 	Wayne	 	NJ	 	 	07470	 	 	 	800-522-4100	 
	2259
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2738
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2737
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2730
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2682
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2659
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2701
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2602
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2267
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	3264
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	3263
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2272
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2490
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2260
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	3738
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	3737
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	3590
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	3618
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 






 









 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store_Number	 	acct#	 	BankName	 	address 1	 	address 2	 	address 3	 	city	 	state	 	 	zip	 	 	 	Bank phone number	 
	3266
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2617
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2716
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2590
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2515
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2681
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2499
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2719
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2506
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	3262
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2521
	 	********	 	Wachovia	 	VA 7300	 	PO Box 4003	 	 	 	Roanake	 	VA	 	 	24022-0031	 	 	 	 	 
	2739
	 	********	 	Washington Mutual	 	PO Box 6868	 	 	 	 	 	Lake Worth	 	FL	 	 	33466-6868	 	 	 	 	 
	3739
	 	********	 	Washington Mutual	 	PO Box 6868	 	 	 	 	 	Lake Worth	 	FL	 	 	33466-6868	 	 	 	 	 
	3571
	 	********	 	Washington Mutual	 	PO Box 6868	 	 	 	 	 	Lake Worth	 	FL	 	 	33466-6868	 	 	 	 	 
	2592
	 	********	 	Washington Mutual	 	PO Box 6868	 	 	 	 	 	Lake Worth	 	FL	 	 	33466-6868	 	 	 	 	 
	2563
	 	********	 	Washington Mutual	 	PO Box 6868	 	 	 	 	 	Lake Worth	 	FL	 	 	33466-6868	 	 	 	 	 
	2571
	 	********	 	Washington Mutual	 	PO Box 6868	 	 	 	 	 	Lake Worth	 	FL	 	 	33466-6868	 	 	 	 	 
	2824
	 	********	 	Wells Fargo	 	120 S Central Ave	 	Suite 1420	 	Attn Lisa Brinkman	 	St. Louis	 	MO	 	 	63105	 	 	 	314-290-5080	 
	2784
	 	********	 	Wells Fargo	 	120 S Central Ave	 	Suite 1420	 	Attn Lisa Brinkman	 	St. Louis	 	MO	 	 	63105	 	 	 	314-290-5080	 
	2773
	 	********	 	Wells Fargo	 	120 S Central Ave	 	Suite 1420	 	Attn Lisa Brinkman	 	St. Louis	 	MO	 	 	63105	 	 	 	314-290-5080	 
	429
	 	********	 	Wells Fargo	 	120 S Central Ave	 	Suite 1420	 	Attn Lisa Brinkman	 	St. Louis	 	MO	 	 	63105	 	 	 	314-290-5080	 
	2861
	 	********	 	Wells Fargo	 	120 S Central Ave	 	Suite 1420	 	Attn Lisa Brinkman	 	St. Louis	 	MO	 	 	63105	 	 	 	314-290-5080	 
	3836
	 	********	 	Wells Fargo	 	120 S Central Ave	 	Suite 1420	 	Attn Lisa Brinkman	 	St. Louis	 	MO	 	 	63105	 	 	 	314-290-5080	 
	3844
	 	********	 	Wells Fargo	 	120 S Central Ave	 	Suite 1420	 	Attn Lisa Brinkman	 	St. Louis	 	MO	 	 	63105	 	 	 	314-290-5080	 
	3960
	 	********	 	Wells Fargo	 	120 S Central Ave	 	Suite 1420	 	Attn Lisa Brinkman	 	St. Louis	 	MO	 	 	63105	 	 	 	314-290-5080	 
	3958
	 	********	 	Wells Fargo	 	120 S Central Ave	 	Suite 1420	 	Attn Lisa Brinkman	 	St. Louis	 	MO	 	 	63105	 	 	 	314-290-5080	 
	2194
	 	********	 	Wells Fargo	 	120 S Central Ave	 	Suite 1420	 	Attn Lisa Brinkman	 	St. Louis	 	MO	 	 	63105	 	 	 	314-290-5080	 
	2953
	 	********	 	Wells Fargo	 	120 S Central Ave	 	Suite 1420	 	Attn Lisa Brinkman	 	St. Louis	 	MO	 	 	63105	 	 	 	314-290-5080	 
	3835
	 	********	 	Wells Fargo	 	120 S Central Ave	 	Suite 1420	 	Attn Lisa Brinkman	 	St. Louis	 	MO	 	 	63105	 	 	 	314-290-5080	 







 











 





SCHEDULE 4.19




Indebtedness





	1.	 	Indebtedness outstanding under that certain Second Amended and Restated Loan and Security
Agreement dated as of August 31, 2006 between Bakers Footwear Group, Inc. and Bank of America,
N.A., as amended. As of February 1, 2008, a total of $11,204,135 was outstanding under such
facility.






	2.	 	The Borrower issued $4 million aggregate principal amount of subordinated convertible
debentures on June 26, 2007. These debentures bear interest at a rate of 9.5% per annum.




 









 











Schedule 5.2




     Provide Agent, upon Agent’s request within 10 business days, but no more frequently than
monthly, with each of the documents set forth below in form reasonably satisfactory to Agent:




	 	(a)	 	A current “Stock Ledger Inventory Report” (including a “Department on hand”
(Cost/Retail Inventory) concerning the Borrower’s Inventory;
	 
	 	(b)	 	a current aging of Borrower’s accounts payable;
	 
	 	(c)	 	a current aging of Borrower’s credit card accounts receivable;
	 
	 	(d)	 	a current reconciliation of the Accounts to the general ledger; and
	 
	 	(e)	 	such other reports as to the Collateral or the financial condition of
Borrower as Agent may reasonably request.




 









 











Schedule 5.3




     Deliver to Agent, each of the financial statements, reports, or other items set forth set
forth below at the following times in forms reasonably satisfactory to Agent:



	 	 	 
	as soon as available,
but in any event within
45 days after the end of
each fiscal quarter
during each of
Borrower’s fiscal years

	 	(a) an original counterpart of a management prepared
financial statement of the Borrower for the period from
the beginning of Borrower’s then current fiscal year
through the end of the subject quarter, with
comparative information for the same period of the
previous fiscal year, which statement shall include, at
a minimum, a balance sheet, income statement (on a
store specific and on a “consolidated” basis),
statement of changes in shareholders’ equity, and cash
flows and comparisons for the corresponding quarter of
the then immediately previous year as well as to
Borrower’s business plan.
	 
	 	 
	 

	 	(b) a Compliance Certificate.
	 
	 	 
	as soon as available,
but in any event within
120 days after the end
of each of Borrower’s
fiscal years

	 	(c) An original signed counterpart of the Borrower’s
annual financial statement, which statement shall have
been prepared by, and bear the unqualified opinion of,
the Borrower’s independent certified public accountants
(i.e. said statement shall be “certified” by such
accountants) and shall include, at a minimum (with
comparative information for the then prior fiscal year)
a balance sheet, income statement, statement of changes
in shareholders’ equity, and cash flows.
	 
	 	 
	 

	 	(d) a Compliance Certificate.
	 
	 	 
	if and when filed by
Borrower, within 5
Business Days of filing

	 	(e) Form 10-Q quarterly reports, Form 10-K annual
reports, and Form 8-K current reports,


(f) any other filings made by Borrower with the SEC, and


(g) any other information that is provided by Borrower
to its shareholders generally.
	 
	 	 
	promptly, but in any
event within 5 Business
Days after Borrower has
knowledge of any event
or condition that
constitutes a Default or
an Event of Default,

	 	(h) notice of such event or condition and a statement
of the curative action that Borrower proposes to take
with respect thereto.
	 
	 	 
	promptly after the
commencement thereof,
but in any event within
5 Business Days after
the service of process
with respect thereto on
Borrower,

	 	(i) notice of all actions, suits, or proceedings
brought by or against Borrower before any Governmental
Authority which reasonably would be expected to result
in a Material Adverse Change.
	 
	 	 
	upon the request of
Agent within 10 Business
Days but no more
frequently than annually

	 	(j) copies of Borrower’s Projections, either (i) in the
form most recently delivered to the Senior Lender or
(ii) in form and substance (including as to scope and
underlying assumptions) satisfactory to Agent, in its
Permitted Discretion, in any event for a period through
and including the Maturity Date, year by year, and for
the forthcoming fiscal year, quarter by quarter,
certified by the chief executive officer of Borrower as
being such officer’s good faith estimate of the
financial performance of Borrower during the period
covered thereby, and subject to the qualifications set
forth in Section 4.18, and
	 
	 	 
	 

	 	(k) copies of Borrower’s federal income tax returns,
and any amendments thereto, filed with the IRS.
	 
	 	 
	upon the request of Agent

	 	(l) any other information reasonably requested relating
to the financial condition of Borrower or its
Subsidiaries.






 









 





SCHEDULE 5.8(a)




Insurance




See attached.





 












 









	INSURANCE BINDER DATE (MM/DD/YYYY) 01/30/2008 THIS BINDER IS A TEMPORARY INSURANCE CONTRACT,
SUBJECT TO THE CONDITIONS SHOWN ON THE REVERSE SIDE OF THIS FORM. AGENCY Smith & McLaughlin, Inc.
The Daniel & Henry Company 1001 Highlands Plaza Dr West St. Louis MO 63110 Smith & McLaughlin, Inc.
COMPANY Employers Fire Ins. Co. BINDER # EFFECTIVE EXPIRATION DATE TIME DATE TIME 6/30/07 12:01
X AM 06/30/08 X 12:01 AM PM NOON PHONE (A/C, No. Ext): 314-421-1525 FAX (A/C,No.): THIS BINDER
IS ISSUED TO EXTEND COVERAGE IN THE ABOVE NAMED COMPANY PER EXPIRING POLICY #: CODE: SUB CODE:
AGENCY CUSTOMER ID: BAKER04 DESCRIPTION OF OPERATIONS/PROPERTY (Including Location) Retail Sales
of Shoes and Related Assessories INSURED Bakers Footwear Group, Inc. 2815 Scott Avenue St. Louis
MO 63103 COVERAGES LIMITS TYPE OF INSURANCE COVERAGE/FORMS DEDUCTIBLE COINS % AMOUNT PROPERTY
CAUSES OF LOSS BASIC BASIC SPEC GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL
LIABILITY DAMAGE TO RENTED PREMISES $ CLAIMS MADE OCCUR MED EXP (Any one person) $ PERSONAL &
ADV INJURY $ GENERAL AGGREGATE $ RETRO DATE FOR CLAIMS MADE PRODUCTS – COMP/OP AGG $ AUTOMOBILE
LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY
INJURY (Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE $ HIRED AUTOS MEDICAL PAYMENTS $
NON-OWNED AUTOS PERSONAL INJURY PROT $        UNINSURED MOTORIST $ $ AUTO PHYSICAL DAMAGE
DEDUCTIBLE VEHICLES SCHEDULED VEHICLES ACTUAL CASH VALUE COLLISION: ___STATED
AMOUNT $ OTHER THAN COL: OTHER GARAGE LIABILITY AUTO ONLY – EA ACCIDENT $ ANY AUTO OTHER THAN
AUTO ONLY: EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ UMBRELLA FORM
AGGREGATE $ OTHER THAN UMBRELLA FORM RETRO DATE FOR CLAIMS MADE: SELF-INSURED RETENTION $ WORKER’S
COMPENSATION AND EMPLOYER’S LIABILITY WC STATUTORY LIMITS E.L. EACH ACCIDENT $ E.L. DISEASE – EA
EMPLOYEE $ E.L. DISEASE – POLICY LIMIT $ SPECIAL CONDITIONS OTHER COVERAGES Package Policy: Policy
# 714-00-76-65-0001 Refer to the attachments for the policy coverages, terms & conditions FEES $
TAXES $ ESTIMATED TOTAL PREMIUM $ NAME & ADDRESS TO WHOM IT MAY CONCERN MORTGAGEE ADDITIONAL
INSURED LOSS PAYEE LOAN # AUTHORIZED REPRESENTATIVE /s/ John R. Drew NOTE: IMPORTANT STATE
INFORMATION ON REVERSE SIDE



















 





NAMED INSURED LISTING





Bakers Footwear Group, Inc.




Weiss and Neuman Shoe Co. (Inactive)




Weiss and Neuman 401 K Plan Trust




Bakers Footwear Group 401 K Plan Trust



Any interest hereafter owned, controlled or operated by any

one or more of those named as Insureds.




6









 








PROPERTY COVERAGES





			
	Perils (Causes of Loss):	 	Risks of Direct Physical Loss or Damage to Covered Property

(Subject to the form’s terms, conditions, and exclusions)





	 	 	 	 	 	 	 	 	 
	Location:	 	Address:	 	Coverage:	 	Amount:
	Special (All-Risk) Perils:
	 	 	 	 	 	 
	(1)
	 	2815 Scott Avenue
	 	Personal Property	 	$	1,600,000.	 
	 
	 	St. Louis, MO 63103
	 	 	 	 	 	 
	 
	 	(Corporate Offices)
	 	BI/EE	 	$	1,500,000 	 (1)
	(2,3,251)
	 	Distribution Centers	 	Personal Property	 	$	5,000,000.	 (Blanket)
	 
	 	 	 	BI/EE	 	$	8,481,000.	 (Blanket)
	Per Attached
	 	Retail Stores-
	 	 	 	 	 	 
	Schedule of
	 	Except for Specifically Insured Coastal Stores
	 	Personal Property	 	$	85,352,290. 	 (Blanket)
	Locations
	 	(See following listing)	 	BI/EE	 	$	1,000,000. 	 (Blanket)









 




			
	(1)	 	Includes loss resulting from damage to EDP Equipment and Media/Software.





SPECIAL (ALL-RISK) PERILS — SPECIFICALLY INSURED STORES 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Policy	 	INSURED	 	 	 	 	 	 	 	 
	LOC.	 	STORE	 	 	 	 	 	 	 	 
	NO.	 	NO.	 	BLDG.	 	ADDRESS	 	COVERAGE	 	AMOUNT
	36

	 	 	2701	 	 	Florida Mall
	 	8001 S. Orange Blossom Trail,
Space 870

Orlando, FL 32809-7654
	 	Personal Property:

BI/EE:
	 	$438,857.
$100,000.
	37

	 	 	2703	 	 	Altamonte Mall
S/C
	 	451 Altamonte Mall 

Altamonte Springs, FL 32701
	 	Personal Property:

BI/EE:
	 	$164,977.
$100,000.
	38

	 	 	2705	 	 	West Oaks Mall
	 	94012 W. Colonial Dr., Ste 640

Ocoee, FL 34761
	 	Personal Property:

BI/EE:
	 	$177,540.
$100,000.
	39

	 	 	2708	 	 	Brandon Town
Center
	 	917 Brandon Town Center Mall

Brandon, FL 33511-4769
	 	Personal Property:

BI/EE:
	 	$213,534.
$100,000.
	40

	 	 	2713	 	 	International
Plaza
	 	2223 N. West Shore Blvd.,
Space 174

Tampa, FL 33607-1411
	 	Personal Property:

BI/EE:
	 	$321,930.
$100,000.
	246

	 	 	2716	 	 	Edison Mall
	 	4125 Cleveland Ave,
Suite 1550

Ft. Myers, FL 33901
	 	Personal Property:

BI/EE:
	 	$407,385.
$100,000.






7









 






PROPERTY COVERAGES, CON’T




SPECIFICALLY INSURED STORES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	POLICY	 	INSURED	 	 	 	 	 	 	 	 
	LOC.	 	STORE	 	 	 	 	 	 	 	 
	NO.	 	NO.	 	BLDG.	 	ADDRESS	 	COVERAGE	 	AMOUNT
	 	212	 	 	 	2719	 	 	Coastland Mall

	 	1900 Tamiami Trail N., #H3

Naples, FL 34102-4893
	 	Personal Property:

BI/EE:
	 	$462,581.
$100,000.
	 	253	 	 	 	2721	 	 	St. John’s Town
Center

	 	J. Center Blvd. &

St. John’s Bluff Rd.

Jacksonville, FL
	 	Personal Property:

BI/EE:
	 	$400,000.
$100,000.
	 	245	 	 	 	2722	 	 	The Avenues

	 	10300 Southside Blvd., Ste
2600

Jacksonville, FL 32256
	 	Personal Property:

BI/EE:
	 	$439,956.
$100,000.
	 	41	 	 	 	2730	 	 	East Fagler
Street

	 	114 E. Flagler St

Miami, FL 33131-1130
	 	Personal Property:

BI/EE:
	 	$252,166.
$100,000.
	 	42	 	 	 	2731	 	 	Pembroke Lakes
Mall

	 	11401 Pines Blvd., Ste 650

Pembroke Pines, FL 33026-
4107
	 	Personal Property:

BI/EE:
	 	$436,434.
$100,000.
	 	184	 	 	 	2732	 	 	Coral Square

	 	9649 W. Atlantic Blvd., Rm.

9089,Coral Springs, FL
33071-6538
	 	Personal Property:

BI/EE:
	 	$363,762.
$100,000.
	 	43	 	 	 	2734	 	 	Broward Mall

	 	8000 W. Broward Blvd., Ste
626

Plantation, FL 33388-0012
	 	Personal Property:

BI/EE:
	 	$525,098.
$100,000.
	 	44	 	 	 	2737	 	 	Dadeland Mall

	 	7435 N. Kendall Dr., Space
1800,Miami, FL 33156-7702
	 	Personal Property:

BI/EE:
	 	$403,303.
$100,000.
	 	45	 	 	 	2738	 	 	Westland Mall

	 	1685 W. 49th St., Rm. 1148

Hialeah, FL 33012-2995
	 	Personal Property:

BI/EE:
	 	$290,630.
$100,000.
	 	46-1	 	 	 	2739	 	 	Miami
International Mall

	 	1455 NW 107th Ave.,

Ste 520,Doral, FL 33172-
2711
	 	Personal Property:

BI/EE:
	 	$481,780.
$100,000.
	 	46-2	 	 	 	3739	 	 	Miami
International Mall

	 	1455 NW 107th Ave., Ste 358

Doral, FL 33172-2711
	 	Personal Property:

BI/EE:
	 	$229,326.
$100,000.
	 	47	 	 	 	2740	 	 	Dolphin Mall

	 	11401 NW 12th St,

Space 164,Miami, FL 33172
	 	Personal Property:

BI/EE:
	 	$345,575.
$100,000.
	 	48	 	 	 	2742	 	 	Aventura Mall

	 	19501 Biscayne Blvd, #1299

Miami, FL 33180-2342
	 	Personal Property:

BI/EE:
	 	$350,958.
$100,000.






8









 






PROPERTY COVERAGES, CON’T




SPECIFICALLY INSURED STORES




	 	 	 	 	 	 	 	 	 	 	 	 	 
	POLICY	 	INSURED	 	 	 	 	 	 	 	 
	LOC	 	STORE	 	 	 	 	 	 	 	 
	NO.	 	NO.	 	BLDG.	 	ADDRESS	 	COVERAGE	 	AMOUNT
	185

	 	 	2747	 	 	Wellington
Green
	 	10300 W. Forest Hill Blvd,
#130,Wellington, FL 33414
	 	Personal Property:

BI/EE:
	 	$310,016.
$100,000.
	49

	 	 	3737	 	 	Dadeland Mall
	 	7255 N. Kendall Dr., Space
3180 Miami, FL 33156-7845
	 	Personal Property:

BI/EE:
	 	$234,887.
$100,000.
	186

	 	 	3738	 	 	Westland Mall
	 	1705 W. 49th St. , Rm. 1044
Hialeah, FL 33012-2930
	 	Personal Property:

BI/EE:
	 	$244,033.
$100,000.
	79

	 	 	2229	 	 	Acadiana Mall
	 	5725 Johnston St. 

Lafayette, LA 70503-5307
	 	Personal Property:

BI/EE:
	 	$354,521.
$100,000.
	80

	 	 	2235	 	 	Cortana Mall
	 	9625 Cortana PI.

Baton Rouge, LA 70815-
8506
	 	Personal Property:

BI/EE:
	 	$191,269.
$100,000.
	254

	 	 	2236	 	 	Mall of
Louisiana
	 	6401 Blue Bonnet Blvd.

Baton Rouge, LA
	 	Personal Property:

BI/EE:
	 	$400,000.
$100,000.
	255

	 	 	2245	 	 	Oakwood Mall
	 	197-1070 Westbank Expy,
Space 1070

Gretna, LA 70053
	 	Personal Property:

BI/EE:
	 	$400,000.
$100,000.
	81

	 	 	2247	 	 	Esplanade
	 	1401 W. Esplanade Ave.,

#1208,Kenner, LA 70065
	 	Personal Property:

BI/EE:
	 	$492,597.
$100,000.
	199

	 	 	2782	 	 	Willowbrook
Mall
	 	2000 Willowbrook Mall,
#1382

Houston, TX 77070-5715
	 	Personal Property:

BI/EE:
	 	$382,411.
$100,000.
	144

	 	 	2783	 	 	Sharpstown Center
	 	7550 Bellaire Blvd.,
 #133
Houston, TX 77036-5016
	 	Personal Property:

BI/EE:
	 	$368,683.
$100,000.
	200

	 	 	2784	 	 	Memorial City
	 	296 Memorial City Way

Houston, TX 77024-2588
	 	Personal Property:

BI/EE:
	 	$431,884.
$100,000.
	145

	 	 	2789	 	 	The Galleria
	 	5135 W. Alabama St.,
 #6060
Houston, TX 77056-5804
	 	Personal Property:

BI/EE:
	 	$446,057.
$100,000.
	150

	 	 	3788	 	 	Galleria II
	 	5085 Westheimer Rd,
 Ste
3535,Houston, TX 77056-
5668
	 	Personal Property:

BI/EE:
	 	$306,396.
$100,000.
	151

	 	 	3800	 	 	Valle Vista Mall
	 	2000 S. Expressway 83
 P
Harlingen, TX 78552
	 	ersonal Property:

BI/EE:
	 	$157,355.
$100,000.






9









 






PROPERTY COVERAGES, CON’T




	 	 	 	 	 	 	 
	Location	 	Address	 	Coverage	 	Amount
	Special (All-Risk) Perils:	 	 	 	 
	Various

	 	Retail Stores — Building Coverage
	 	Real Property
	 	Refer to Following Pages
	 

	 	(Where Required By Lease of
Premises Agreement)	 	 	 	 
	Peril of Flood:	 	 	 	 
	Various

	 	Applicable to all Loc’s
Except those situated in an
NFIP Designated Zone A or Florida
	 	Personal Property and BI/EE
	 	$2,500,000 / Occ. & Annual Aggregate
	Various

(See
Below)

	 	Locations Situated in an
NFIP Designated Zone A or Florida
	 	BI/EE
	 	$100,000 / Occ. & Annual Aggregate
	Peril of Earthquake:	 	 	 	 
	Various

	 	Applicable to all Loc’s
Except those located in the
State of California
	 	Personal Property And BI/EE
	 	$5,000,000 / Occ. & Annual Aggregate
	Various

	 	Applicable to all Loc’s located in the
state of California
	 	Personal Property And BI/EE
	 	$1,000,000 / Occ. & Aggregate






Note:




	•	 	Peril of Flood (Zone A or Florida) Policy Locations:





	 	 	 	 	 	 	 
	21-1
	 	The Block at Orange — Space 609	 	21-2	 	The Block at Orange — Space 306
	27
	 	Arden Fair Mall	 	39	 	Brandon Town Center
	42
	 	Pembroke Lakes Mall	 	43	 	Broward Mall
	44
	 	Dadeland Mall	 	45	 	Westland Mall
	46-1
	 	Miami International Mall-Suite 520	 	46-2	 	Miami International Mall-Suite 358
	47
	 	Dolphin Mall	 	48	 	Aventura Mall
	49
	 	Dadeland Mall	 	79	 	Acadiana Mall
	80
	 	Cortana Mall	 	81	 	Esplanade
	102
	 	Crabtree Valley Mall	 	107	 	30-144 Mall Dr W. Newport City Center
	109
	 	Willowbrook Mall	 	148	 	Mall Del Norte
	152
	 	Mall Del Norte	 	184	 	Coral Square
	186
	 	Westland Mall	 	199	 	Willowbrook Mall
	245
	 	The Avenues	 	246	 	Edison Mall
	253
	 	St. John’s Town Center	 	254	 	Mall of Louisiana
	255
	 	Oakwood Mall	 	 	 	 









10









 








Bakers Footwear Group. Inc




SCHEDULE OF LOCATIONS




Warehousing Facilities

Personal Property Amounts




(06/30/07)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	No.	 	ID#	 	Trade name	 	Location	 	Occupancy	 	City	 	State	 	Zip	 	Personal Property
	(2)
	 	984	 	Combined Express	 	3161 State Rd.	 	Distribution Center / 
Public Warehouse	 	Bensalem       	 	 PA    	 	    19020	 	$	500,000	 
	(3)
	 	985	 	Trimodal Dist. Ctr.	 	12011 Carson St.	 	Distribution Center / 
Public Warehouse	 	Carson          	 	CA        	 	90810	 	$	500,000	 
	(251)
	 	 	 	Union Seventy Center	 	3901 Union Blvd.,	 	Distribution Center / 
Public Warehouse	 	St. Louis       	 	MO       	 	 63115	 	$	4,000,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	 	 	 	 	 	Blanket Amount	 	$	5,000,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








11









 








RETAIL STORES — BUILDING COVERAGE




(Required By Lease of Premises Agreement)




Schedule of Locations




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Coverage
	Location #	 	Insured Store #	 	Street Address	 	Amount
	 	( 41)	 	 	Bakers #2730
	 	114 East Flagler Street
Miami, FL 33131	 	$	936,000.	 
	 	 	 	 	 	 	 	 	 	 	 
	 	( 64)	 	 	Bakers #2050
	 	133 South State Street 
Chicago, IL 60603	 	$	3,328,000.	 









 




			
	Footnotes:
	 
	•	 	Coverage applies on a Specific Amount / Location .
	 
	•	 	Boiler & Machinery / Mechanical Breakdown coverage — refer to proposal section Three




Listing of
 additional interests (building owners, mortgage holders, etc.) refer to the following

pages.




12









 








PROPERTY COVERAGES, CONT’D




Perils (Causes of Loss): Risks of Direct Physical Loss or Damage to Covered Property




           
                    
        (Subject to the form’s terms, conditions, and exclusions)



	 	 	 	 	 	 	 	 	 	 	 
	Location	 	Address	 	Coverage	 	Amount
	BAKERS #2580	 	 	 	 	 	 	 	 
	Special/All-Risk Perils:	 	 	 	 	 	 	 	 
	( 123)

	 	358-362 Fifth Ave.

New York, NY

10001
	 	•



•
	 	Personal Property



Business Income &
Extra Expense
	 	$1,081,676.

(lncl. in Policy Blk. Amt.)


$1,200,000.

	 

	 	 	 	 
	 	 
	 		 
	 

	 	 	 	•
	 	Rental Income
	 		$800,000
	Peril of Flood:	 	 	 	 	 	 	 	 
	(123)

	 	Same As Above
	 	•
	 	Personal Property,
Business Income/Extra
Expense, and
Rental Income
	 	 $2,500,000 / Occurrence &

Annual Aggregate

(Incl. in Policy Blk. Amt.)

	Peril of Earthquake:	 	 	 	 	 	 	 	 
	(123)

	 	Same As Above
	 	•
	 	Personal Property,
Business Income I
Extra Expense, and
Rental Income
	 	$5,000,000 / Occurrence &

Annual Aggregate

(Incl. in Policy Blk. Amt.)








13








 





     



BAKERS FOOTWEAR GROUP, INC.

STORE SCHEDULE

(Personal Property Amount)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	COST INVENTORY	 	 	 	 	 	 	 	 	 	Total Pers.
	Store	 	Chain	 	Mall_Name	 	Address1	 	Address2	 	City	 	State	 	Zip	 	@ 02/03/07	 	LHI @ 02/03/07	 	FFE @ 02/03/07	 	Prop. Amt.
	 	2271	 	 	Bakers	 	RIVERCHASE GALLERIA
	 	3000 RIVERCHASE GALLERIA	 	SPACE #282	 	HOOVER	 	AL	 	 	35244	 	 	 	53,383	 	 	 	112,544.25	 	 	 	77,672.68	 	 	 	243,599.97	 
	 	2272	 	 	Bakers	 	THE SUMMIT
	 	225 SUMMIT BLVD.	 	 	 	BIRMINGHAM	 	AL	 	 	35243	 	 	 	58,272	 	 	 	93,587.00	 	 	 	100,428.54	 	 	 	252,287.74	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	AL Total	 	 	 	111,655	 	 	 	206,131.25	 	 	 	178,101.22	 	 	 	495,887.71	 
	 	2221	 	 	Bakers	 	PARK PLAZA
	 	6000 W. MARKUM ST.	 	SPACE #3116	 	LITTLE ROCK	 	AR	 	 	72205	 	 	 	69,902	 	 	 	55,867.00	 	 	 	68,685.79	 	 	 	194,454.83	 
	 	2225	 	 	Bakers	 	PINNACLE HILLS PROMENADE
	 	2203 PROMENADE BLVD	 	SUITE 2115	 	ROGERS	 	AR	 	 	72758	 	 	 	102,654	 	 	 	268,528.70	 	 	 	148,474.03	 	 	 	519,657.18	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	AR Total	 	 	 	172,556	 	 	 	324,395.70	 	 	 	217,159.82	 	 	 	714,112.01	 
	 	2824	 	 	Bakers	 	FIESTA MALL
	 	2081 FIESTA MALL	 	1445 WEST SOUTHERN AVE	 	MESA	 	AZ	 	 	85202	 	 	 	59,732	 	 	 	158,632.52	 	 	 	64,513.58	 	 	 	282,878.30	 
	 	2825	 	 	Bakers	 	ARROWHEAD TOWNE CENTER
	 	7700 WEST ARROWHEAD TOWN CENTER	 	#1210	 	GLENDALE	 	AZ	 	 	85308	 	 	 	81,297	 	 	 	189,163.86	 	 	 	78,113.56	 	 	 	348,574.72	 
	 	2827	 	 	Bakers	 	CHANDLER FASHION SQUARE
	 	3111 W CHANDLER BLVD	 	SPACE #2064	 	CHANDLER	 	AZ	 	 	85226	 	 	 	90,261	 	 	 	181,112.57	 	 	 	82,245.67	 	 	 	353,619.47	 
	 	2830	 	 	Bakers	 	METRO CENTER
	 	9617 METRO PARKWAY WEST	 	SUITE 1182	 	PHOENIX	 	AZ	 	 	85051-1418	 	 	 	46,294	 	 	 	76,632.18	 	 	 	77,027.67	 	 	 	199,953.47	 
	 	3828	 	 	Bakers	 	ARIZONA MILLS
	 	5000 ARIZONA MILLS CIRCLE	 	SPACE 514	 	TEMPE	 	AZ	 	 	85282	 	 	 	74,981	 	 	 	71,029.88	 	 	 	50,000.00	 	 	 	196,010.83	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	AZ Total	 	 	 	352,565	 	 	 	676,571.01	 	 	 	351,900.48	 	 	 	1,381,036.79	 
	 	2861	 	 	Wild Pair	 	BURBANK TOWN CENTER
	 	201 EAST MAGNOLIA BLVD	 	 	 	BURBANK	 	CA	 	 	91502	 	 	 	110,659	 	 	 	112,427.75	 	 	 	108,894.21	 	 	 	331,980.46	 
	 	2915	 	 	Bakers	 	PLAZA BONITA
	 	3030 PLAZA BONITA RD	 	# 1252	 	NATIONAL CITY	 	CA	 	 	91950	 	 	 	78,754	 	 	 	58,813.90	 	 	 	64,693.35	 	 	 	202,260.75	 
	 	2919	 	 	Bakers	 	SECOND STREET
	 	228 2ND ST	 	 	 	CALEXICO	 	CA	 	 	92231	 	 	 	94,944	 	 	 	121,621.24	 	 	 	101,220.21	 	 	 	317,785.64	 
	 	2953	 	 	Bakers	 	TANFORAN, SHOPS AT
	 	1140 EL CAMINO REAL	 	SPACE NO. 134	 	SAN BRUNO	 	CA	 	 	94066	 	 	 	63,973	 	 	 	285,452.88	 	 	 	115,913.55	 	 	 	465,339.41	 
	 	2967	 	 	Bakers	 	FRESNO FASHION FAIR
	 	603 EAST SHAW AVE	 	SPACE D8	 	FRESNO	 	CA	 	 	93710	 	 	 	80,030	 	 	 	246,897.68	 	 	 	133,754.42	 	 	 	460,681.66	 
	 	3842	 	 	Bakers	 	ONTARIO MILLS
	 	ONE MILLS CIRCLE	 	SUITE 1015	 	ONTARIO	 	CA	 	 	91764	 	 	 	106,923	 	 	 	60,783.08	 	 	 	55,199.82	 	 	 	222,906.16	 
	 	3843	 	 	Bakers	 	VICTORIA GARDENS
	 	7820 KEW AVENUE	 	 	 	RANCHO CUCA	 	CA	 	 	91739	 	 	 	165,294	 	 	 	272,863.85	 	 	 	93,555.38	 	 	 	531,713.22	 
	 	3844	 	 	Bakers	 	THE PROMENDADE SHOPS AT DOS LAGOS
	 	2785 CABOT DR	 	SUITE 160	 	CORONA	 	CA	 	 	92883	 	 	 	120,569	 	 	 	398,967.92	 	 	 	139,605.15	 	 	 	659,142.46	 
	 	3848	 	 	Bakers	 	NORTHRIDGE FASHION CTR
	 	9301 TAMPA AVE	 	 	 	NORTHRIDGE	 	CA	 	 	91324	 	 	 	125,627	 	 	 	193,037.13	 	 	 	131,602.76	 	 	 	450,267.26	 
	 	3849	 	 	Bakers	 	LOS CERRITOS
	 	350 LOS CERRITOS	 	 	 	CERRITOS	 	CA	 	 	90703	 	 	 	148,206	 	 	 	169,396.46	 	 	 	88,680.14	 	 	 	406,282.46	 
	 	3851	 	 	Bakers	 	DEL AMO FASHION CTR.
	 	21712 HAWTHORNE BOULEVARD	 	238 DEL AMO FASHION CENTER	 	TORRANCE	 	CA	 	 	90503	 	 	 	67,910	 	 	 	134,350.38	 	 	 	70,782.19	 	 	 	273,042.39	 
	 	3853	 	 	Wild Pair	 	DEL AMO FASHION CTR
	 	3525 CARSON ST	 	SPACE 81	 	TORRANCE	 	CA	 	 	90503	 	 	 	145,400	 	 	 	313,064.34	 	 	 	271,027.64	 	 	 	729,491.85	 
	 	3856	 	 	Bakers	 	STONEWOOD S/C
	 	238 STONEWOOD ST	 	 	 	DOWNEY	 	CA	 	 	90241	 	 	 	130,742	 	 	 	80,392.04	 	 	 	85,844.20	 	 	 	296,978.43	 
	 	3857	 	 	Bakers	 	OAKS, THE
	 	222 WEST HILLCREST DRIVE	 	SPACE #K017	 	THOUSAND OAKS	 	CA	 	 	91360	 	 	 	94,004	 	 	 	259,998.72	 	 	 	129,527.05	 	 	 	483,529.32	 
	 	3864	 	 	Bakers	 	MONTEBELLO T/C
	 	1820 MONTEBELLO T/C	 	 	 	MONTEBELLO	 	CA	 	 	90640	 	 	 	146,279	 	 	 	179,289.23	 	 	 	72,118.54	 	 	 	397,687.24	 
	 	3866	 	 	Bakers	 	GALLERIA AT SOUTH BAY
	 	1815 HAWTHORNE BLVD.	 	SPACE 254	 	REDONDO BEACH	 	CA	 	 	90278	 	 	 	75,489	 	 	 	51,893.37	 	 	 	131,695.13	 	 	 	259,077.57	 
	 	3867	 	 	Bakers	 	TOPANGA PLAZA
	 	6600 TOPANGA CANYON BLVD	 	SPACE #2016	 	CANOGA PARK	 	CA	 	 	91303	 	 	 	128,078	 	 	 	314,551.20	 	 	 	146,278.84	 	 	 	588,908.01	 
	 	3868	 	 	Wild Pair	 	TOPANGA PLAZA
	 	6600 TOPANGA CANYON BLVD	 	SPACE #2050	 	CANOGA PARK	 	CA	 	 	91303	 	 	 	169,000	 	 	 	287,325.31	 	 	 	172,877.69	 	 	 	629,203.13	 
	 	3875	 	 	Bakers	 	BALDWIN HILLS
	 	CRENSHAW PL, SUITE 118	 	3650 W. MARTIN LUTHER KING JR	 	LOS ANGELES	 	CA	 	 	90008	 	 	 	71,577	 	 	 	60,635.85	 	 	 	58,090.26	 	 	 	190,303.11	 
	 	3879	 	 	Bakers	 	LAKEWOOD CENTER
	 	90 LAKEWOOD CTR	 	 	 	LAKEWOOD	 	CA	 	 	90712	 	 	 	82,280	 	 	 	171,516.92	 	 	 	89,124.53	 	 	 	342,921.32	 
	 	3884	 	 	Bakers	 	FOX HILLS MALL
	 	188 FOX HILLS MALL	 	 	 	CULVER CITY	 	CA	 	 	90230	 	 	 	128,953	 	 	 	218,353.14	 	 	 	96,715.59	 	 	 	444,021.31	 
	 	3894	 	 	Wild Pair	 	THE BLOCK AT ORANGE
	 	20 CITY DR BLVD	 	SPACE 609	 	ORANGE	 	CA	 	 	92868	 	 	 	57,958	 	 	 	54,345.06	 	 	 	73,530.07	 	 	 	185,833.22	 
	 	3895	 	 	Bakers	 	THE BLOCK AT ORANGE
	 	20 CITY DR BLVD	 	SPACE 306	 	ORANGE	 	CA	 	 	92868	 	 	 	119,833	 	 	 	60,919.72	 	 	 	63,602.43	 	 	 	244,355.44	 
	 	3899	 	 	Bakers	 	SANTA ANITA
	 	400 SOUTH BALDWIN AVENUE	 	SUITE 704-L	 	ARCADIA	 	CA	 	 	91007	 	 	 	82,670	 	 	 	189,785.15	 	 	 	73,462.71	 	 	 	345,917.81	 
	 	3900	 	 	Bakers	 	GLENDALE GALLERIA
	 	2132 GLENDALE GALLERIA	 	GU-13	 	GLENDALE	 	CA	 	 	91210	 	 	 	159,717	 	 	 	121,808.80	 	 	 	100,333.55	 	 	 	381,859.70	 
	 	3901	 	 	Wild Pair	 	GLENDALE GALLERIA
	 	2170 GLENDALE GALLERIA	 	 	 	GLENDALE	 	CA	 	 	91210	 	 	 	108,584	 	 	 	229,039.52	 	 	 	173,408.82	 	 	 	511,032.20	 
	 	3902	 	 	Leeds	 	VALLEY PLAZA
	 	2701 MING AVE # 27	 	B-11	 	BAKERSFIELD	 	CA	 	 	93304	 	 	 	118,937	 	 	 	194,231.17	 	 	 	112,355.26	 	 	 	425,523.61	 
	 	3905	 	 	Bakers	 	PLAZA AT W COVINA
	 	280 PLAZA DR	 	 	 	WEST COVINA	 	CA	 	 	91790	 	 	 	122,088	 	 	 	65,530.94	 	 	 	60,549.10	 	 	 	248,168.52	 
	 	3907	 	 	Bakers	 	IRVINE SPECTRUM
	 	83 FORTUNE DRIVE	 	SUITE 211	 	IRVINE	 	CA	 	 	92618	 	 	 	86,001	 	 	 	188,324.07	 	 	 	123,977.05	 	 	 	398,302.53	 
	 	3919	 	 	Bakers	 	IMPERIAL VALLEY MALL
	 	#1522	 	3451 S DOGWOOD AVE	 	EL CENTRO	 	CA	 	 	92243	 	 	 	77,161	 	 	 	210,239.04	 	 	 	90,592.11	 	 	 	377,992.22	 
	 	3920	 	 	Bakers	 	OAKRIDGE MALL
	 	925 BLOSSOM HILL ROAD	 	SPACE 1265	 	SAN JOSE	 	CA	 	 	95123	 	 	 	47,231	 	 	 	145,753.09	 	 	 	52,198.16	 	 	 	245,182.08	 
	 	3928	 	 	Bakers	 	EASTRIDGE MALL
	 	142 EASTRIDGE MALL	 	SPACE 1084	 	SAN JOSE	 	CA	 	 	95122	 	 	 	57,024	 	 	 	280,934.24	 	 	 	125,418.92	 	 	 	463,377.11	 
	 	3934	 	 	Bakers	 	ARDEN FAIR MALL
	 	1689 ARDEN WAY	 	# 2072	 	SACRAMENTO	 	CA	 	 	95815	 	 	 	98,715	 	 	 	194,560.05	 	 	 	99,459.55	 	 	 	392,734.23	 
	 	3942	 	 	Bakers	 	HILLTOP MALL
	 	1310 HILLTOP MALL RD	 	SPACE B-110	 	RICHMOND	 	CA	 	 	94806	 	 	 	58,468	 	 	 	83,551.08	 	 	 	69,779.27	 	 	 	211,798.26	 
	 	3945	 	 	Bakers	 	SUNVALLEY MALL
	 	420 SUNVALLEY MALL	 	A-210 SUNVALLEY MALL	 	CONCORD	 	CA	 	 	94520	 	 	 	63,613	 	 	 	177,478.26	 	 	 	82,771.07	 	 	 	323,862.73	 
	 	3948	 	 	Bakers	 	NEW PARK MALL
	 	2086 NEWPARK MALL	 	SPACE #1106	 	NEWARK	 	CA	 	 	94560	 	 	 	48,388	 	 	 	230,415.13	 	 	 	125,919.89	 	 	 	404,722.84	 
	 	3950	 	 	Bakers	 	SAN FRANCISCO CENTRE
	 	865 MARKET ST	 	SPACE #310	 	SAN FRANCISCO	 	CA	 	 	94103	 	 	 	174,892	 	 	 	262,713.77	 	 	 	140,827.25	 	 	 	578,433.16	 
	 	3954	 	 	Bakers	 	SOUTHLAND MALL
	 	559 SOUTHLAND MALL	 	 	 	HAYWARD	 	CA	 	 	94545	 	 	 	68,114	 	 	 	189,659.13	 	 	 	78,999.61	 	 	 	336,773.00	 
	 	3956	 	 	Bakers	 	VALLEY FAIR MALL
	 	2855 STEVENS CREEK BLVD	 	SPACE 2509	 	SANTA CLARA	 	CA	 	 	95050	 	 	 	50,757	 	 	 	130,719.36	 	 	 	106,152.02	 	 	 	287,628.45	 
	 	3958	 	 	Bakers	 	SERRAMONTE CENTER
	 	115 SERRAMONTE CTR	 	 	 	DALY CITY	 	CA	 	 	94015	 	 	 	90,544	 	 	 	237,266.78	 	 	 	127,703.27	 	 	 	455,513.90	 
	 	3960	 	 	Bakers	 	STONERIDGE SHOPPING CTR
	 	ONE STONERIDGE MALL	 	SPACE A-212	 	PLEASANTON	 	CA	 	 	94566	 	 	 	90,819	 	 	 	227,003.78	 	 	 	137,581.74	 	 	 	455,404.59	 
	 	985	 	 	WHSE	 	x
	 	2011 EAST CARSON STREET	 	 	 	CARSON	 	CA	 	 	90810	 	 	 	2,499	 	 	 	0.00	 	 	 	0.00	 	 	 	2,498.69	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	CA Total	 	 	 	4,118,704	 	 	 	7,465,910.53	 	 	 	4,375,822.50	 	 	 	15,960,437.45	 
	 	455	 	 	Bakers	 	TOWN CENTER AT AURORA
	 	SPACE 2010	 	14200 E. ALEMEDA AVE	 	AURORA	 	CO	 	 	80012	 	 	 	49,295	 	 	 	48,540.73	 	 	 	73,569.97	 	 	 	171,405.74	 
	 	2185	 	 	Bakers	 	CHERRY CREEK MALL
	 	3000 EAST FIRST AVENUE	 	SPACE #193	 	DENVER	 	CO	 	 	80206	 	 	 	92,561	 	 	 	181,956.83	 	 	 	142,055.19	 	 	 	416,573.50	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	CO Total	 	 	 	141,857	 	 	 	230,497.56	 	 	 	215,625.16	 	 	 	587,979.24	 
	 	2640	 	 	Bakers	 	WESTFARMS
	 	x	 	 	 	WEST HARTFORD	 	CT	 	 	 	 	 	 	100,000	 	 	 	150,000.00	 	 	 	150,000.00	 	 	 	400,000.00	 
	 	2641	 	 	Bakers	 	TRUMBULL SHOPPING CENTER
	 	5065 MAIN STREET	 	STORE #160	 	TRUMBULL	 	CT	 	 	06611	 	 	 	71,160	 	 	 	287,134.97	 	 	 	115,822.28	 	 	 	474,116.92	 
	 	2642	 	 	Bakers	 	STAMFORD TOWN CENTER
	 	100 GREYROCK PLACE	 	#F-116	 	STAMFORD	 	CT	 	 	06901	 	 	 	62,495	 	 	 	334,590.62	 	 	 	130,520.73	 	 	 	527,606.60	 
	 	2643	 	 	Bakers	 	THE SHOPPES AT BUCKLAND HILLS
	 	194 BUCKLAND HILLS DRIVE	 	SUITE 2190	 	MANCHESTER	 	CT	 	 	06040	 	 	 	37,883	 	 	 	64,937.86	 	 	 	79,981.37	 	 	 	182,802.32	 
	 	2644	 	 	Bakers	 	CRYSTAL MALL
	 	850 HARTFORD TURNPIKE	 	ROOM R-203	 	WATERFORD	 	CT	 	 	06385	 	 	 	42,434	 	 	 	136,492.27	 	 	 	68,582.21	 	 	 	247,508.44	 
	 	2645	 	 	Bakers	 	CONNECTICUT POST MALL
	 	1201 BOSTON POST ROAD	 	SPACE 2110	 	MILFORD	 	CT	 	 	06460	 	 	 	47,291	 	 	 	215,220.78	 	 	 	108,623.27	 	 	 	371,134.65	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	CT Total	 	 	 	361,263	 	 	 	1,188,376.50	 	 	 	653,529.86	 	 	 	2,203,168.93	 
	 	2520	 	 	Bakers	 	CHRISTIANA MALL
	 	306 CHRISTIANA MALL	 	SPACE 1545	 	NEWARK	 	DE	 	 	19702	 	 	 	73,677	 	 	 	211,852.23	 	 	 	89,858.78	 	 	 	375,388.08	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	DE Total	 	 	 	73,677	 	 	 	211,852.23	 	 	 	89,858.78	 	 	 	375,388.08	 
	 	2701	 	 	Bakers	 	FLORIDA MALL
	 	8001 S. ORANGE BLOSSOM TRAIL	 	SPACE 870	 	ORLANDO	 	FL	 	 	32809	 	 	 	67,917	 	 	 	227,123.93	 	 	 	143,815.99	 	 	 	438,857.10	 
	 	2703	 	 	Bakers	 	ALTAMONTE MALL
	 	2353 ALTAMONTE MALL	 	 	 	ALTAMONTE SP	 	FL	 	 	32701	 	 	 	54,462	 	 	 	54,672.90	 	 	 	55,842.27	 	 	 	164,976.84	 
	 	2705	 	 	Bakers	 	WEST OAKS MALL
	 	94012 WEST COLONIAL DR.	 	SUITE 640	 	OCOEE	 	FL	 	 	34761	 	 	 	70,831	 	 	 	54,396.70	 	 	 	52,312.52	 	 	 	177,540.41	 






1









 






     



BAKERS FOOTWEAR GROUP, INC.

STORE SCHEDULE

(Personal Property Amount)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	COST INVENTORY	 	 	 	 	 	 	 	 	 	Total Pers.
	Store	 	Chain	 	Mall_Name	 	Address1	 	Address2	 	City	 	State	 	Zip	 	@ 02/03/07	 	LHI @ 02/03/07	 	FFE @ 02/03/07	 	Prop. Amt.
	 	2708	 	 	Bakers	 	BRANDON TOWN CENTER
	 	917 BRANDON T/C	 	 	 	BRANDON	 	FL	 	 	33511	 	 	 	100,000	 	 	 	59,035.44	 	 	 	54,498.96	 	 	 	213,534.40	 
	 	2713	 	 	Bakers	 	INTERNATIONAL PLAZA
	 	2223 NORTH WEST SHORE BLVD	 	SPACE 174	 	TAMPA	 	FL	 	 	33607	 	 	 	117,337	 	 	 	122,377.82	 	 	 	82,215.42	 	 	 	321,929.79	 
	 	2716	 	 	Bakers	 	EDISON MALL
	 	4125 CLEVELAND AVENUE	 	STE 1550	 	FT MYERS	 	FL	 	 	33901	 	 	 	103,637	 	 	 	187,674.74	 	 	 	116,073.34	 	 	 	407,384.90	 
	 	2719	 	 	Bakers	 	COASTLAND MALL
	 	1900 Tamiami Trail North	 	#H-3	 	NAPLES	 	FL	 	 	34102	 	 	 	111,721	 	 	 	235,688.34	 	 	 	115,171.91	 	 	 	462,581.05	 
	 	2721	 	 	Bakers	 	ST. JOHN’S TOWN CENTER
	 	J CENTER BLVD & ST. JOHN'S BLUFF RD	 	 	 	JACKSONVILLE	 	FL	 	 	 	 	 	 	100,000	 	 	 	150,000.00	 	 	 	150,000.00	 	 	 	400,000.00	 
	 	2722	 	 	Bakers	 	THE AVENUES
	 	10300 SOUTHSIDE BLVD	 	SUITE 2600	 	JACKSONVILLE	 	FL	 	 	32256	 	 	 	99,641	 	 	 	214,304.11	 	 	 	126,010.81	 	 	 	439,955.91	 
	 	2730	 	 	Bakers	 	EAST FLAGLER STREET
	 	114 EAST FLAGLER ST	 	 	 	MIAMI	 	FL	 	 	33131	 	 	 	113,353	 	 	 	77,421.90	 	 	 	61,391.09	 	 	 	252,166.21	 
	 	2731	 	 	Bakers	 	PEMBROKE LAKES MALL
	 	11401 PINES BLVD, SUITE 650	 	 	 	PEMBROKE PINES	 	FL	 	 	33026	 	 	 	177,517	 	 	 	172,592.89	 	 	 	86,324.10	 	 	 	436,434.25	 
	 	2732	 	 	Bakers	 	CORAL SQUARE
	 	9649 WEST ATLANTIC BOULEVARD	 	ROOM 9089	 	CORAL SPRINGS	 	FL	 	 	33071	 	 	 	108,999	 	 	 	175,182.05	 	 	 	79,580.49	 	 	 	363,761.71	 
	 	2734	 	 	Bakers	 	BROWARD MALL
	 	8000 W. BROWARD BLVD, SUITE 626	 	 	 	PLANTATION	 	FL	 	 	33388	 	 	 	149,883	 	 	 	248,171.71	 	 	 	127,044.06	 	 	 	525,098.28	 
	 	2737	 	 	Bakers	 	DADELAND MALL
	 	7435 DADELAND MALL, SPACE 1800	 	 	 	MIAMI	 	FL	 	 	33156	 	 	 	216,395	 	 	 	68,713.91	 	 	 	118,193.96	 	 	 	403,302.77	 
	 	2738	 	 	Bakers	 	WESTLAND MALL
	 	1685 W. 49TH ST	 	ROOM 1148	 	HIALEAH	 	FL	 	 	33012	 	 	 	136,831	 	 	 	89,808.77	 	 	 	63,991.08	 	 	 	290,630.46	 
	 	2739	 	 	Bakers	 	MIAMI INTERNAT’L MALL
	 	1455 NW 107TH AVE	 	SUITE 520	 	DORAL	 	FL	 	 	33172	 	 	 	185,883	 	 	 	198,560.98	 	 	 	97,335.71	 	 	 	481,779.60	 
	 	2740	 	 	Bakers	 	DOLPHIN MALL
	 	11401 NW 12TH ST	 	SPACE 164	 	MIAMI	 	FL	 	 	33172	 	 	 	145,848	 	 	 	74,270.48	 	 	 	125,456.52	 	 	 	345,574.59	 
	 	2742	 	 	Bakers	 	AVENTURA MALL S/C
	 	19501 BISCAYNE BLVD	 	# 1299	 	MIAMI	 	FL	 	 	33180	 	 	 	144,961	 	 	 	150,118.62	 	 	 	55,877.35	 	 	 	350,957.41	 
	 	2747	 	 	Bakers	 	WELLINGTON GREEN
	 	10300 W. FOREST HILL BLVD	 	SPACE #130	 	WELLINGTON	 	FL	 	 	33414	 	 	 	92,405	 	 	 	117,701.82	 	 	 	99,909.31	 	 	 	310,016.20	 
	 	3737	 	 	Wild Pair	 	CADELAND MALL
	 	7255 DADELAND BOULEVARD	 	SPACE #3180	 	MIAMI	 	FL	 	 	33156	 	 	 	91,134	 	 	 	62,876.84	 	 	 	80,876.08	 	 	 	234,887.22	 
	 	3738	 	 	Wild Pair	 	WESTLAND MALL
	 	1705 W. 49TH STREET	 	ROOM 1044	 	HIALEAH	 	FL	 	 	33012	 	 	 	86,986	 	 	 	83,528.27	 	 	 	73,519.41	 	 	 	244,033.26	 
	 	3739	 	 	Wild Pair	 	MIAMI INTERNATIONAL
	 	1455 NW 107TH AVE.	 	SPACE #358	 	DORAL	 	FL	 	 	33172	 	 	 	80,142	 	 	 	54,213.85	 	 	 	94,970.36	 	 	 	229,326.27	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	FL Total	 	 	 	2,555,882	 	 	 	2,878,436.07	 	 	 	2,060,410.74	 	 	 	7,494,728.63	 
	 	2259	 	 	Bakers	 	MALL OF GEORGIA
	 	3333 BUFORD DR.	 	SPACE #1064	 	BUFORD	 	GA	 	 	30519	 	 	 	87,275	 	 	 	165,179.50	 	 	 	165,179.50	 	 	 	417,634.00	 
	 	2260	 	 	Bakers	 	GREENBRIAR MALL
	 	2841 GREENBRIAR PARKWAY	 	 	 	ATLANTA	 	GA	 	 	30331	 	 	 	59,119	 	 	 	66,138.78	 	 	 	77,861.93	 	 	 	203,119.50	 
	 	2261	 	 	Bakers	 	LENOX MALL
	 	3393 PEACHTREE RD. NE	 	ROOM #4061	 	ATLANTA	 	GA	 	 	30326	 	 	 	123,880	 	 	 	98,400.39	 	 	 	78,008.50	 	 	 	300,288.84	 
	 	2262	 	 	Bakers	 	SOUTH DEKALB MALL
	 	2801 CANDLER RD	 	# 14	 	DECATUR	 	GA	 	 	30034	 	 	 	77,943	 	 	 	87,521.75	 	 	 	75,826.44	 	 	 	241,291.61	 
	 	2263	 	 	Bakers	 	TOWN CENTER AT COBB
	 	ROOM 0G17	 	400 BARRETT PARKWAY	 	KENNESAW	 	GA	 	 	30144	 	 	 	50,573	 	 	 	138,865.33	 	 	 	104,073.22	 	 	 	293,511.89	 
	 	2264	 	 	Bakers	 	NORTH POINT MALL
	 	NORTH POINT CIRCLE	 	SPACE #1154	 	ALPHARETTA	 	GA	 	 	30022	 	 	 	54,305	 	 	 	170,973.64	 	 	 	131,319.64	 	 	 	356,598.47	 
	 	2265	 	 	Bakers	 	SOUTHLAKE MALL
	 	2309 SOUTHLAKE MALL	 	 	 	MORROW	 	GA	 	 	30260	 	 	 	68,211	 	 	 	77,961.47	 	 	 	65,616.89	 	 	 	211,789.29	 
	 	2266	 	 	Bakers	 	NORTHLAKE MALL
	 	4800 BRIARCLIFF RD. NE	 	UNIT 1040	 	ATLANTA	 	GA	 	 	30345	 	 	 	49,636	 	 	 	89,182.00	 	 	 	67,627.11	 	 	 	206,445.27	 
	 	2267	 	 	Bakers	 	CUMBERLAND MALL
	 	1130 CUMBERLAND MALL	 	 	 	ATLANTA	 	GA	 	 	30339	 	 	 	48,308	 	 	 	80,582.56	 	 	 	76,365.33	 	 	 	205,255.44	 
	 	2268	 	 	Bakers	 	STONECREST MALL
	 	2929 TURNER HILL RD.	 	SPACE 1250	 	LITHONIA	 	GA	 	 	30038	 	 	 	61,548	 	 	 	80,311.95	 	 	 	52,505.77	 	 	 	194,365.94	 
	 	2270	 	 	Bakers	 	PERIMETER MALL
	 	4400 ASHFORD DUNWAY RD.	 	 	 	ATLANTA	 	GA	 	 	30346	 	 	 	78,216	 	 	 	136,399.15	 	 	 	105,194.93	 	 	 	319,810.48	 
	 	3262	 	 	Wild Pair	 	GWINNETT PLACE
	 	136 GWINNETT PLACE	 	2100 PLEASANT HILL RD	 	DULUTH	 	GA	 	 	30096	 	 	 	49,558	 	 	 	77,444.50	 	 	 	77,444.50	 	 	 	204,447.16	 
	 	3263	 	 	Bakers	 	GWINNETT PLACE
	 	2100 PLEASANT HILL RD.	 	#153 GWINNETT PLACE	 	DULUTH	 	GA	 	 	30096	 	 	 	48,350	 	 	 	65,187.00	 	 	 	80,942.82	 	 	 	194,479.88	 
	 	3264	 	 	Wild Pair	 	MALL OF GEORGIA
	 	3333 BUFORD DR.	 	SPACE #1019	 	BUFORD	 	GA	 	 	30519	 	 	 	61,903	 	 	 	93,910.00	 	 	 	83,736.57	 	 	 	239,549.25	 
	 	3266	 	 	Wild Pair	 	CUMBERLAND MALL
	 	1407 CUMBERLAND MALL	 	 	 	ATLANTA	 	GA	 	 	30339	 	 	 	68,042	 	 	 	161,135.48	 	 	 	88,202.46	 	 	 	317,379.99	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	GA Total	 	 	 	986,868	 	 	 	1,589,193.50	 	 	 	1,329,905.61	 	 	 	3,905,967.01	 
	 	3176	 	 	Bakers	 	BOISE TOWN SQUARE
	 	350 N. MILWAUKEE, SUITE NO. 1170	 	 	 	BOISE	 	ID	 	 	83704	 	 	 	38,882	 	 	 	146,931.30	 	 	 	95,286.75	 	 	 	281,100.05	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	ID Total	 	 	 	38,882	 	 	 	146,931.30	 	 	 	95,286.75	 	 	 	281,100.05	 
	 	213	 	 	SA Barker	 	WHILE OAKS MALL
	 	119 WHITE OAKS MALL	 	2501 W. WABASH AVE	 	SPRINGFIELD	 	IL	 	 	62704-4286	 	 	 	75,930	 	 	 	59,024.34	 	 	 	60,688.26	 	 	 	195,642.68	 
	 	2010	 	 	Bakers	 	ST CLAIR SQUARE
	 	290 ST CLAIR SQUARE	 	 	 	FAIRVIEW HEIGHTS	 	IL	 	 	62208	 	 	 	51,166	 	 	 	66,421.03	 	 	 	82,982.10	 	 	 	200,568.68	 
	 	2050	 	 	Bakers	 	SOUTH STATE STREET
	 	133 SOUTH STATE STREET	 	 	 	CHICAGO	 	IL	 	 	60603	 	 	 	169,322	 	 	 	156,162.95	 	 	 	66,616.02	 	 	 	392,100.59	 
	 	2051	 	 	Bakers	 	WOODFIELD MALL
	 	GOLF ROAD/ROUTE 53	 	5 WOODFIELD SHOPPING CENTER	 	SCHAUMBURG	 	IL	 	 	60173	 	 	 	109,595	 	 	 	160,866.58	 	 	 	71,029.32	 	 	 	341,491.08	 
	 	2052	 	 	Bakers	 	LINCOLNWOOD TOWN CENTER
	 	3333 WEST TOUHY AVENUE	 	SPACE #OD10B	 	LINCOLNWOOD	 	IL	 	 	60712	 	 	 	53,403	 	 	 	135,330.36	 	 	 	76,352.39	 	 	 	265,085.25	 
	 	2053	 	 	Bakers	 	HARLEM IRVING PLAZA
	 	4186 N. HARLEM AVE.	 	SPACE #194	 	NORRIDGE	 	IL	 	 	60706	 	 	 	127,380	 	 	 	98,828.88	 	 	 	55,819.92	 	 	 	282,028.58	 
	 	2056	 	 	Bakers	 	FORD CITY S/C
	 	7601 SOUTH CICERO AVENUE	 	 	 	CHICAGO	 	IL	 	 	60652	 	 	 	55,824	 	 	 	197,686.78	 	 	 	64,953.11	 	 	 	318,463.66	 
	 	2057	 	 	Bakers	 	STRATFORD SQUARE
	 	314 STRATFORD SQUARE	 	 	 	BLOOMINGDALE	 	IL	 	 	60108	 	 	 	47,475	 	 	 	74,562.41	 	 	 	67,920.26	 	 	 	189,957.66	 
	 	2058	 	 	Bakers	 	CHICAGO RIDGE MALL
	 	201 CHICAGO RIDGE MALL	 	 	 	CHICAGO RIDGE	 	IL	 	 	60415	 	 	 	52,138	 	 	 	71,920.13	 	 	 	52,225.52	 	 	 	176,284.11	 
	 	2063	 	 	Bakers	 	PROMENADE AT BOLLINGBROOK
	 	631 E BOUGHTON RD	 	SUITE 135	 	BOLLINGBROOK	 	IL	 	 	60440	 	 	 	88,484	 	 	 	211,657.50	 	 	 	211,657.50	 	 	 	511,799.00	 
	 	2064	 	 	Bakers	 	RIVER OAKS CENTER
	 	50 RIVER OAKS CENTER	 	 	 	CALUMET CITY	 	IL	 	 	60409	 	 	 	62,943	 	 	 	181,034.67	 	 	 	58,969.79	 	 	 	302,946.98	 
	 	2066	 	 	Bakers	 	NORTH RIVERSIDE PARK
	 	STE D-8	 	7501 W CERMAK ROAD	 	NORTH RIVERSIDE	 	IL	 	 	60546	 	 	 	110,957	 	 	 	272,504.29	 	 	 	72,583.25	 	 	 	456,044.19	 
	 	2067	 	 	Bakers	 	ORLAND SQUARE
	 	4670 ORLAND SQUARE	 	 	 	ORLAND PARK	 	IL	 	 	60462	 	 	 	87,581	 	 	 	60,416.24	 	 	 	58,610.00	 	 	 	206,607.49	 
	 	2070	 	 	Bakers	 	GURNEE MILLS
	 	6170 WEST GRAND AVENUE	 	SPACE #477	 	GURNEE	 	IL	 	 	60031	 	 	 	62,458	 	 	 	192,958.44	 	 	 	80,502.66	 	 	 	335,919.21	 
	 	2072	 	 	Bakers	 	FOX VALLEY CENTER
	 	2032 FOX VALLEY CENTER	 	SPACE C5	 	AURORA	 	IL	 	 	60504	 	 	 	54,016	 	 	 	215,065.41	 	 	 	66,240.06	 	 	 	335,321.11	 
	 	2075	 	 	Bakers	 	OAKBROOK S/C
	 	445 OAK BROOK CENTER MALL	 	 	 	OAK BROOK	 	IL	 	 	60523	 	 	 	126,966	 	 	 	61,403.07	 	 	 	75,900.80	 	 	 	264,270.11	 
	 	3056	 	 	Wild Pair	 	FORD CITY S/C
	 	7601 S. CICERO AVE.	 	SPACE #1276	 	CHICAGO	 	IL	 	 	60652	 	 	 	55,378	 	 	 	125,770.36	 	 	 	92,141.44	 	 	 	273,289.33	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	IL Total	 	 	 	1,391,014	 	 	 	2,341,613.44	 	 	 	1,315,192.40	 	 	 	5,047,819.71	 
	 	2341	 	 	Bakers	 	CASTLETON SQUARE
	 	6020 EAST 82ND ST	 	SUITE 30	 	INDIANAPOLIS	 	IN	 	 	46250	 	 	 	52,540	 	 	 	122,668.71	 	 	 	80,695.87	 	 	 	255,904.97	 
	 	2343	 	 	Bakers	 	CIRCLE CENTER MALL
	 	49 WEST MARYLAND ST	 	#OE15	 	INDIANAPOLIS	 	IN	 	 	46204	 	 	 	77,407	 	 	 	193,262.79	 	 	 	127,384.85	 	 	 	398,054.59	 
	 	2346	 	 	Bakers	 	GREENWOOD PARK
	 	1251 U.S. 31 NORTH	 	BOX 205	 	GREENWOOD	 	IN	 	 	46142	 	 	 	33,870	 	 	 	37,606.13	 	 	 	59,456.43	 	 	 	130,933.02	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	IN Total	 	 	 	163,818	 	 	 	353,537.63	 	 	 	267,537.15	 	 	 	784,892.58	 
	 	2024	 	 	Bakers	 	OAK PARK MALL
	 	11451 WEST 95TH STREET	 	SPACE #54	 	OVERLAND PARK	 	KS	 	 	66214	 	 	 	116,501	 	 	 	141,872.62	 	 	 	112,273.88	 	 	 	370,647.63	 
	 	7024	 	 	Cièlla	 	OAK PARK MALL
	 	11759 WEST 95TH STREET	 	SPACE #145	 	OVERLAND PARK	 	KS	 	 	66214	 	 	 	112,267	 	 	 	434,367.27	 	 	 	275,929.04	 	 	 	822,562.83	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	KS Total	 	 	 	228,768	 	 	 	576,239.89	 	 	 	388,202.92	 	 	 	1,193,210.46	 
	 	2325	 	 	Bakers	 	MALL ST MATTHEWS
	 	1610 MALL ST. MATTHEWS	 	5000 SHELBYVILLE RD	 	LOUISVILLE	 	KY	 	 	40207	 	 	 	65,422	 	 	 	212,816.56	 	 	 	120,585.96	 	 	 	398,824.39	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	KY Total	 	 	 	65,422	 	 	 	212,816.56	 	 	 	120,585.96	 	 	 	398,824.39	 
	 	2229	 	 	Bakers	 	ACADIANA MALL
	 	5725 JOHNSTON ST, BOX 2141	 	 	 	LAFAYETTE	 	LA	 	 	70503	 	 	 	89,403	 	 	 	173,128.14	 	 	 	91,989.86	 	 	 	354,521.10	 
	 	2235	 	 	Bakers	 	CORTANA MALL
	 	9625 CORTANA PLACE	 	 	 	BATON ROUGE	 	LA	 	 	70815-8506	 	 	 	76,544	 	 	 	59,643.29	 	 	 	55,081.02	 	 	 	191,268.78	 
	 	2236	 	 	Bakers	 	MALL OF LOUISIANA
	 	6401 BLUEBONNET BLVD	 	SPACE #2116	 	BATON ROUGE	 	LA	 	 	 	 	 	 	100,000	 	 	 	150,000.00	 	 	 	150,000.00	 	 	 	400,000.00	 
	 	2245	 	 	Bakers	 	OAKWOOD MALL
	 	197-1070 WESTBANK EXPY	 	SPACE 1070	 	GRETNA	 	LA	 	 	70053	 	 	 	100,000	 	 	 	150,000.00	 	 	 	150,000.00	 	 	 	400,000.00	 
	 	2247	 	 	Bakers	 	ESPLANADE
	 	1401 W. ESPLANADE	 	SPACE #1208	 	KENNER	 	LA	 	 	70065	 	 	 	149,304	 	 	 	214,841.02	 	 	 	128,451.58	 	 	 	492,596.98	 






2









 






     



BAKERS FOOTWEAR GROUP, INC.

STORE SCHEDULE

(Personal Property Amount)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	COST INVENTORY	 	 	 	 	 	 	 	 	 	Total Pers.
	Store	 	Chain	 	Mall_Name	 	Address1	 	Address2	 	City	 	State	 	Zip	 	@ 02/03/07	 	LHI @ 02/03/07	 	FFE @ 02/03/07	 	Prop. Amt.
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	LA Total	 	 	 	515,252	 	 	 	747,612.45	 	 	 	575,522.46	 	 	 	1,838,386.86	 
	 	2626	 	 	Bakers	 	EMERALD SQUARE
	 	999 S. WASHINGTON ST., SPACE 320	 	 	 	NORTH ATTLEBORO	 	MA	 	 	02760	 	 	 	41,668	 	 	 	136,896.78	 	 	 	57,846.11	 	 	 	236,410.92	 
	 	2632	 	 	Bakers	 	SQUARE ONE MALL
	 	125 SQUARE ONE MALL	 	 	 	SAUGUS	 	MA	 	 	01906	 	 	 	48,003	 	 	 	89,444.76	 	 	 	78,559.33	 	 	 	216,006.71	 
	 	2633	 	 	Bakers	 	BURLINGTON MALL
	 	75 MIDDLESEX TURNPIKE	 	STE 1062	 	BURLINGTON	 	MA	 	 	01803	 	 	 	68,078	 	 	 	280,129.13	 	 	 	87,425.82	 	 	 	435,632.62	 
	 	2634	 	 	Bakers	 	NATICK MALL
	 	1245 WORCHESTER ST	 	SUITE #1028	 	NATICK	 	MA	 	 	01760	 	 	 	60,501	 	 	 	190,575.48	 	 	 	86,166.65	 	 	 	337,243.51	 
	 	2635	 	 	Bakers	 	HOLYOKE MALL AT INGLESIDE
	 	50 HOLYOKE ST	 	#B-318	 	HOLYOKE	 	MA	 	 	01040	 	 	 	54,656	 	 	 	240,584.65	 	 	 	135,606.88	 	 	 	430,847.33	 
	 	2636	 	 	Bakers	 	BRAINTREE
	 	SOUTH SHORE PLAZA/250 GRANITE ST	 	SPACE #1054-C	 	BRAINTREE	 	MA	 	 	02184	 	 	 	68,300	 	 	 	222,119.23	 	 	 	79,919.43	 	 	 	370,338.37	 
	 	3636	 	 	Wild Pair	 	CAMBRIDGESIDE GALLERIA
	 	100 CAMBRIDGESIDE PLACE	 	SPACE #W-124	 	CAMBRIDGE	 	MA	 	 	02141	 	 	 	153,741	 	 	 	377,230.55	 	 	 	156,621.22	 	 	 	687,592.33	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	MA Total	 	 	 	494,946	 	 	 	1,536,980.58	 	 	 	682,145.44	 	 	 	2,714,071.79	 
	 	2490	 	 	Bakers	 	ANNAPOLIS MALL
	 	1160 ANNAPOLIS MALL	 	 	 	ANNAPOLIS	 	MD	 	 	21401	 	 	 	50,725	 	 	 	101,829.38	 	 	 	85,319.89	 	 	 	237,874.54	 
	 	2494	 	 	Bakers	 	WHITE MARSH MALL
	 	8200 PERRY HALL BOULEVARD	 	STE #1095	 	NOTTINGHAM	 	MD	 	 	21236	 	 	 	57,078	 	 	 	165,662.61	 	 	 	76,919.52	 	 	 	299,660.22	 
	 	2497	 	 	Bakers	 	TOWSON TOWN CENTER
	 	825 DULANEY VALLEY ROAD	 	SPACE #3115	 	TOWSON	 	MD	 	 	21204	 	 	 	106,471	 	 	 	141,009.43	 	 	 	76,344.19	 	 	 	323,824.46	 
	 	2498	 	 	Bakers	 	MALL IN COLUMBIA, THE
	 	10300 Little Patuxent Parkway	 	#2810	 	COLUMBIA	 	MD	 	 	21044	 	 	 	63,599	 	 	 	176,391.46	 	 	 	111,744.21	 	 	 	351,734.84	 
	 	2652	 	 	Bakers	 	MONTGOMERY MALL
	 	WESTFIELD SHOPPINGTOWN, # 1030	 	7101 DEMOCRACY BLVD	 	BETHESDA	 	MD	 	 	20817	 	 	 	10,136	 	 	 	253,258.92	 	 	 	145,063.64	 	 	 	408,458.81	 
	 	2657	 	 	Bakers	 	PRINCE GEORGES PLAZA
	 	3500 EAST WEST HIGHWAY	 	SPACE 1034	 	HYATTSVILLE	 	MD	 	 	20782	 	 	 	84,177	 	 	 	119,569.44	 	 	 	100,397.11	 	 	 	304,143.35	 
	 	2659	 	 	Bakers	 	WHEATON PLAZA
	 	11160 VIERS MILL RD, SPACE B-214	 	 	 	WHEATON	 	MD	 	 	20902	 	 	 	70,444	 	 	 	234,452.90	 	 	 	82,584.28	 	 	 	387,481.56	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	MD Total	 	 	 	442,631	 	 	 	1,192,174.14	 	 	 	678,372.84	 	 	 	2,313,177.78	 
	 	2462	 	 	Bakers	 	LAKESIDE MALL
	 	14600 LAKESIDE CIRCLE	 	UNIT E-214	 	STERLING HEIGHTS	 	MI	 	 	48313	 	 	 	68,062	 	 	 	114,289.39	 	 	 	83,618.09	 	 	 	265,969.02	 
	 	2463	 	 	Wild Pair	 	LAKESIDE MALL
	 	14600 LAKESIDE CIRCLE	 	SPACE #2156	 	STERLING HEIGHTS	 	MI	 	 	48313	 	 	 	79,640	 	 	 	86,612.86	 	 	 	99,250.56	 	 	 	265,503.80	 
	 	2466	 	 	Bakers	 	TWELVE OAKS MALL
	 	27458 NOVI ROAD	 	 	 	NOVI	 	MI	 	 	48377	 	 	 	93,532	 	 	 	165,461.77	 	 	 	75,455.23	 	 	 	334,449.25	 
	 	2468	 	 	Bakers	 	FAIRLANE TOWN CTR
	 	H-106 FAIRLANE T/C	 	 	 	DEARBORN	 	MI	 	 	48126	 	 	 	80,912	 	 	 	51,396.80	 	 	 	59,895.28	 	 	 	192,204.19	 
	 	2474	 	 	Bakers	 	OAKLAND MALL
	 	478 WEST 14 MILE RD	 	 	 	TROY	 	MI	 	 	48083	 	 	 	63,546	 	 	 	53,795.12	 	 	 	62,885.18	 	 	 	180,226.29	 
	 	2478	 	 	Bakers	 	NORTHLAND CENTER
	 	21500 NORTHWESTERN HWY	 	# D19	 	SOUTHFIELD	 	MI	 	 	48075	 	 	 	132,457	 	 	 	83,277.08	 	 	 	25,582.59	 	 	 	241,316.17	 
	 	2479	 	 	Bakers	 	EASTLAND CENTER
	 	18000 VERNIER RD	 	SPACE 840	 	HARPER WOODS	 	MI	 	 	48225	 	 	 	75,746	 	 	 	42,436.31	 	 	 	32,923.10	 	 	 	151,105.60	 
	 	2481	 	 	Bakers	 	WOODLAND MALL
	 	3195 28TH STREET SOUTHEAST	 	SPACE #G-104	 	KENTWOOD	 	MI	 	 	49512	 	 	 	46,359	 	 	 	148,860.88	 	 	 	108,307.86	 	 	 	303,527.44	 
	 	2489	 	 	Bakers	 	GENESEE VALLEY CTR
	 	3307 SOUTH LINDEN ROAD	 	SPACE NO. 540	 	FLINT	 	MI	 	 	48507	 	 	 	44,769	 	 	 	116,476.29	 	 	 	98,136.25	 	 	 	259,381.38	 
	 	3466	 	 	Wild Pair	 	TWELVE OAKS MALL
	 	SPACE #E101	 	 	 	NOVI	 	MI	 	 	 	 	 	 	100,000	 	 	 	150,000.00	 	 	 	150,000.00	 	 	 	400,000.00	 
	 	3472	 	 	Bakers	 	GREAT LAKES CROSSING
	 	4654 BALDWIN RD	 	 	 	AUBURN	 	MI	 	 	48326	 	 	 	37,743	 	 	 	59,871.19	 	 	 	52,272.02	 	 	 	149,886.27	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	MI Total	 	 	 	822,766	 	 	 	1,072,477.69	 	 	 	848,326.16	 	 	 	2,743,569.41	 
	 	2131	 	 	Bakers	 	MALL OF AMERICA
	 	S-288 SOUTH AVENUE	 	 	 	BLOOMINGTON	 	MN	 	 	55425	 	 	 	46,801	 	 	 	142,109.12	 	 	 	85,145.70	 	 	 	274,055.73	 
	 	2153	 	 	Bakers	 	ROSEDALE CENTER
	 	200 ROSEDALE CENTER	 	FAIRVIEW AVE & HWY 36	 	ROSEVILLE	 	MN	 	 	55113	 	 	 	33,581	 	 	 	75,949.20	 	 	 	70,430.59	 	 	 	179,960.32	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	MN Total	 	 	 	80,381	 	 	 	218,058.32	 	 	 	155,576.29	 	 	 	454,016.05	 
	 	2008	 	 	Bakers	 	CHESTERFIELD MALL
	 	44 CHESTERFIELD MALL	 	 	 	CHESTERFIELD	 	MO	 	 	63017	 	 	 	64,703	 	 	 	164,484.56	 	 	 	91,535.80	 	 	 	320,723.05	 
	 	2011	 	 	Bakers	 	SAINT LOUIS GALLERIA
	 	SPACE 1093	 	 	 	RICHMOND HEIGHTS	 	MO	 	 	63117	 	 	 	112,204	 	 	 	132,754.87	 	 	 	163,345.84	 	 	 	408,305.09	 
	 	2017	 	 	Bakers	 	SOUTH COUNTY MALL
	 	39 SOUTH COUNTY CTR WAY	 	P.O. BOX 39	 	ST. LOUIS	 	MO	 	 	63129	 	 	 	42,549	 	 	 	50,000.00	 	 	 	52,264.52	 	 	 	144,813.31	 
	 	2018	 	 	Bakers	 	WEST COUNTY CENTER
	 	157 WEST COUNTY CENTER	 	 	 	DES PERES	 	MO	 	 	63131	 	 	 	85,874	 	 	 	187,614.23	 	 	 	98,246.49	 	 	 	371,735.21	 
	 	2029	 	 	Bakers	 	INDEPENDENCE CENTER
	 	2138 INDEPENDENCE CENTER	 	 	 	INDEPENDENCE	 	MO	 	 	64057	 	 	 	51,799	 	 	 	147,695.27	 	 	 	59,590.25	 	 	 	259,084.56	 
	 	2035	 	 	Bakers	 	BATTLEFIELD MALL
	 	124 BATTLEFIELD MALL	 	 	 	SPRINGFIELD	 	MO	 	 	65804	 	 	 	61,887	 	 	 	218,899.62	 	 	 	109,637.49	 	 	 	390,423.97	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	MO Total	 	 	 	419,016	 	 	 	901,448.55	 	 	 	574,620.39	 	 	 	1,895,085.19	 
	 	2682	 	 	Bakers	 	FOUR SEASONS MALL
	 	140 FOUR SEASONS TOWN CENTRE	 	 	 	GREENSBORO	 	NC	 	 	27407-4739	 	 	 	76,815	 	 	 	172,585.50	 	 	 	172,585.50	 	 	 	421,986.00	 
	 	2685	 	 	Bakers	 	NORTHLAKE MALL
	 	6801 Northlake Mall Drive	 	I-77 and W.T. Harris Blvd.	 	CHARLOTTE	 	NC	 	 	28216	 	 	 	48,461	 	 	 	204,513.29	 	 	 	112,588.27	 	 	 	365,562.67	 
	 	2686	 	 	Bakers	 	CRABTREE VALLEY MALL
	 	4325 GLENWOOD RD.	 	SPACE #2010	 	RALEIGH	 	NC	 	 	27612	 	 	 	39,703	 	 	 	189,268.54	 	 	 	81,685.30	 	 	 	310,657.04	 
	 	3682	 	 	Wild Pair	 	FOUR SEASONS MALL
	 	153 FOUR SEASONS TOWN CENTER	 	 	 	GREENSBORO	 	NC	 	 	27407-4739	 	 	 	49,605	 	 	 	86,361.00	 	 	 	69,247.43	 	 	 	205,213.53	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	NC Total	 	 	 	214,584	 	 	 	652,728.33	 	 	 	436,106.50	 	 	 	1,303,419.24	 
	 	429	 	 	Hotline	 	HILLTOP MALL
	 	5011 SECOND AVE, SUITE 43	 	 	 	KEARNEY	 	NE	 	 	68847-2524	 	 	 	36,672	 	 	 	85,717.45	 	 	 	64,545.38	 	 	 	186,934.53	 
	 	2161	 	 	Bakers	 	WESTROADS S/C
	 	10000 CALIFORNIA STREET	 	SUITE 3449	 	OMAHA	 	NE	 	 	68114	 	 	 	36,925	 	 	 	78,434.81	 	 	 	63,092.04	 	 	 	178,451.65	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	NE Total	 	 	 	73,597	 	 	 	164,152.26	 	 	 	127,637.42	 	 	 	365,386.18	 
	 	2620	 	 	Bakers	 	ROCKINGHAM, MALL AT
	 	99 ROCKINGHAM PARK BLVD	 	SPACE #E-261	 	SALEM	 	NH	 	 	03079	 	 	 	48,991	 	 	 	166,156.18	 	 	 	75,196.86	 	 	 	290,343.85	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	NH Total	 	 	 	48,991	 	 	 	166,156.18	 	 	 	75,196.86	 	 	 	290,343.85	 
	 	2499	 	 	Bakers	 	DEPTFORD MALL
	 	1750 DEPTFORD CENTER ROAD	 	 	 	DEPTFORD	 	NJ	 	 	08096	 	 	 	53,339	 	 	 	64,822.80	 	 	 	67,309.15	 	 	 	185,471.37	 
	 	2518	 	 	Bakers	 	CHERRY HILL MALL
	 	UNIT 1625	 	2000 ROUTE 38	 	CHERRY HILL	 	NJ	 	 	08002	 	 	 	127,893	 	 	 	184,474.74	 	 	 	79,476.94	 	 	 	391,844.66	 
	 	2601	 	 	Bakers	 	NEWPORT CITY CENTER
	 	30-144 MALL DRIVE WEST	 	 	 	JERSEY CITY	 	NJ	 	 	07310	 	 	 	86,139	 	 	 	72,103.57	 	 	 	87,023.03	 	 	 	245,265.56	 
	 	2602	 	 	Bakers	 	FREEHOLD RACEWAY
	 	3710 ROUTE 09	 	SPACE G-216	 	FREEHOLD	 	NJ	 	 	07728	 	 	 	100,000	 	 	 	211,068.00	 	 	 	211,068.00	 	 	 	522,136.00	 
	 	2603	 	 	Bakers	 	LIVINGSTON MALL
	 	112 EISENHOWER PARKWAY	 	ROOM 1009	 	LIVINGSTON	 	NJ	 	 	07039	 	 	 	50,910	 	 	 	161,480.02	 	 	 	72,811.96	 	 	 	285,201.69	 
	 	2604	 	 	Bakers	 	MENLO PARK
	 	328 MENLO PARK MALL	 	 	 	EDISON	 	NJ	 	 	08837	 	 	 	95,050	 	 	 	248,599.82	 	 	 	107,660.13	 	 	 	451,309.74	 
	 	2609	 	 	Bakers	 	ROCKAWAY TOWNSQUARE
	 	ROUTE 80 AND MT HOPE AVE	 	SPACE #2070A	 	ROCKAWAY	 	NJ	 	 	07866	 	 	 	76,323	 	 	 	317,424.25	 	 	 	151,584.21	 	 	 	545,331.93	 
	 	2613	 	 	Bakers	 	GARDEN STATE PLZ
	 	2128 GARDEN STATE PLZ	 	 	 	PARAMUS	 	NJ	 	 	07652	 	 	 	99,927	 	 	 	183,096.49	 	 	 	89,631.23	 	 	 	372,654.83	 
	 	2615	 	 	Bakers	 	WILLOWBROOK MALL
	 	1332 WILLOWBROOK MALL	 	 	 	WAYNE	 	NJ	 	 	07470	 	 	 	115,935	 	 	 	236,388.07	 	 	 	121,737.70	 	 	 	474,060.90	 
	 	2617	 	 	Bakers	 	WOODBRIDGE CENTER
	 	157 WOODBRIDGE CTR	 	 	 	WOODBRIDGE	 	NJ	 	 	07095	 	 	 	81,817	 	 	 	102,340.58	 	 	 	75,808.60	 	 	 	259,965.70	 
	 	3613	 	 	Wild Pair	 	GARDEN STATE PLZ
	 	244 GARDEN STATE PLZ	 	 	 	PARAMUS	 	NJ	 	 	07652	 	 	 	97,498	 	 	 	241,187.97	 	 	 	132,337.68	 	 	 	471,023.66	 
	 	3618	 	 	Wild Pair	 	WOODBRIDGE CENTER
	 	285 WOODBRIDGE CTR DR	 	 	 	WOODBRIDGE	 	NJ	 	 	07095	 	 	 	104,741	 	 	 	65,739.36	 	 	 	79,076.52	 	 	 	249,556.87	 
	 	7604	 	 	Cièlla	 	MENLO PARK
	 	ROUTE 1 SOUTH AND PARSONAGE RD	 	SPACE #1500A	 	EDISON	 	NJ	 	 	08837	 	 	 	106,618	 	 	 	662,826.92	 	 	 	281,657.41	 	 	 	1,051,102.06	 
	 	7615	 	 	Cièlla	 	WILLOWBROOK MALL
	 	1730 WILLOWBROOK MALL	 	 	 	WAYNE	 	NJ	 	 	07470	 	 	 	86,259	 	 	 	684,413.03	 	 	 	287,119.96	 	 	 	1,057,792.19	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	NJ Total	 	 	 	1,282,449	 	 	 	3,435,965.62	 	 	 	1,844,302.52	 	 	 	6,562,717.16	 
	 	2833	 	 	Bakers	 	CORONADO CENTER
	 	6600 MENAUL, N.E.	 	SUITE 51	 	ALBUQUERQUE	 	NM	 	 	87110	 	 	 	68,566	 	 	 	203,668.17	 	 	 	99,990.28	 	 	 	372,224.67	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	NM Total	 	 	 	68,566	 	 	 	203,668.17	 	 	 	99,990.28	 	 	 	372,224.67	 
	 	3832	 	 	Bakers	 	BOULEVARD MALL
	 	3680 S. MARYLAND PKWY STE 169	 	 	 	LAS VEGAS	 	NV	 	 	89169	 	 	 	86,867	 	 	 	108,552.54	 	 	 	110,303.33	 	 	 	305,722.89	 
	 	3833	 	 	Wild Pair	 	BOULEVARD MALL
	 	3680 S. MARYLAND PKWY STE 420	 	 	 	LAS VEGAS	 	NV	 	 	89169	 	 	 	103,787	 	 	 	65,764.65	 	 	 	86,136.47	 	 	 	255,688.20	 
	 	3834	 	 	Bakers	 	FASHION SHOW
	 	3200 LAS VEGAS BLVD SOUTH	 	SPACE 1390	 	LAS VEGAS	 	NV	 	 	89109	 	 	 	241,753	 	 	 	199,965.04	 	 	 	151,259.21	 	 	 	592,977.29	 
	 	3835	 	 	Wild Pair	 	DESERT PASSAGE AT THE ALLADIN
	 	3663 LAS VEGAS BLVD. SOUTH	 	SUITE 395	 	LAS VEGAS	 	NV	 	 	89109	 	 	 	224,136	 	 	 	628,816.17	 	 	 	203,141.09	 	 	 	1,056,093.75	 






3









 






     



BAKERS FOOTWEAR GROUP, INC.

STORE SCHEDULE

(Personal Property Amount)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	COST INVENTORY	 	 	 	 	 	 	 	 	 	Total Pers.
	Store	 	Chain	 	Mall_Name	 	Address1	 	Address2	 	City	 	State	 	Zip	 	@ 02/03/07	 	LHI @ 02/03/07	 	FFE @ 02/03/07	 	Prop. Amt.
	3836
	 	Bakers	 	DESERT PASSAGE AT THE ALLADIN	 	3663 LAS VEGAS BLVD. SOUTH	 	SUITE 135	 	LAS VEGAS	 	NV	 	89109	 	 	151,964	 	 	 	245,236.00	 	 	 	245,236.00	 	 	 	642,436.00	 
	3837
	 	Bakers	 	TOWN SQUARE	 	6711 LAS VEGAS BLVD	 	SPACE #A-158	 	LAS VEGAS	 	NV	 	89119	 	 	100,000	 	 	 	265,783.50	 	 	 	265,783.50	 	 	 	631,567.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	NV Total	 	 	908,508	 	 	 	1,514,117.90	 	 	 	1,061,859.60	 	 	 	3,484,485.13	 
	2540
	 	Bakers	 	WALDEN GALLERIA	 	ONE WALDEN GALLERIA	 	#D-117	 	BUFFALO	 	NY	 	14225	 	 	89,974	 	 	 	312,653.12	 	 	 	96,441.26	 	 	 	499,068.40	 
	2559
	 	Bakers	 	CROSSGATES MALL	 	ONE CROSSGATES MALL ROAD	 	SPACE L-202	 	ALBANY	 	NY	 	12203	 	 	63,662	 	 	 	204,655.45	 	 	 	150,046.57	 	 	 	418,363.68	 
	2560
	 	Bakers	 	GREEN ACRES MALL	 	1114-A  GREEN ACRES MALL	 	 	 	VALLEY STREAM	 	NY	 	11581	 	 	128,423	 	 	 	63,938.36	 	 	 	54,562.47	 	 	 	246,923.76	 
	2561
	 	Bakers	 	SMITH HAVEN MALL	 	2701 MIDDLE COUNTRY ROAD	 	SPACE 414	 	LAKE GROVE	 	NY	 	11755	 	 	82,587	 	 	 	242,505.45	 	 	 	83,509.06	 	 	 	408,601.36	 
	2563
	 	Bakers	 	SUNRISE MALL	 	220 SUNRISE MALL, CARMENS HWY	 	SPACE 8 LOWER LEVEL	 	MASSAPEQUA	 	NY	 	11758	 	 	69,030	 	 	 	53,469.13	 	 	 	56,053.83	 	 	 	178,552.59	 
	2566
	 	Bakers	 	SOUTHSHORE MALL	 	1701 SUNRISE HWY	 	SPACE A-7	 	BAYSHORE	 	NY	 	11706	 	 	93,950	 	 	 	291,941.65	 	 	 	78,512.94	 	 	 	464,404.73	 
	2570
	 	Bakers	 	FULTON STREET	 	454 FULTON ST	 	 	 	BROOKLYN	 	NY	 	11201	 	 	213,127	 	 	 	954,064.72	 	 	 	286,403.73	 	 	 	1,453,595.64	 
	2571
	 	Bakers	 	KINGS PLAZA S/C	 	5260 KINGS PLAZA	 	FLATBUSH AVE	 	BROOKLYN	 	NY	 	11234	 	 	179,023	 	 	 	175,778.11	 	 	 	116,673.84	 	 	 	471,474.46	 
	2574
	 	Bakers	 	82ND STREET	 	JACKSON HEIGHTS	 	37-36 82ND STREET	 	FLUSHING	 	NY	 	11372	 	 	107,159	 	 	 	82,293.29	 	 	 	82,915.91	 	 	 	272,367.73	 
	2576
	 	Bakers	 	ROOSEVELT FIELD MALL	 	630 OLD COUNTRY RD, SPACE 2031	 	 	 	GARDEN CITY	 	NY	 	11530-3468	 	 	161,707	 	 	 	173,117.27	 	 	 	113,960.03	 	 	 	448,784.11	 
	2577
	 	Wild Pair	 	ROOSEVELT FIELD MALL	 	630 OLD COUNTRY RD, SPACE 2019	 	 	 	GARDEN CITY	 	NY	 	11530-3402	 	 	216,307	 	 	 	260,492.47	 	 	 	165,487.91	 	 	 	642,287.11	 
	2580
	 	Bakers	 	“34th STREET”	 	358 FIFTH AVE	 	 	 	NEW YORK	 	NY	 	10001-2209	 	 	467,477	 	 	 	382,218.73	 	 	 	231,979.60	 	 	 	1,081,675.72	 
	2587
	 	Bakers	 	STATEN ISLAND MALL	 	2655 RICHMOND AVE	 	SPACE 1320	 	STATEN ISLAND	 	NY	 	10314	 	 	135,178	 	 	 	345,492.88	 	 	 	134,477.02	 	 	 	615,148.04	 
	2588
	 	Bakers	 	STEINWAY STREET	 	30-72 STEINWAY ST	 	 	 	QUEENS	 	NY	 	11103	 	 	105,368	 	 	 	62,389.71	 	 	 	52,838.50	 	 	 	220,595.91	 
	2590
	 	Bakers	 	CROSS COUNTY CENTER	 	20 MALL WALK	 	 	 	YONKERS	 	NY	 	10704	 	 	115,612	 	 	 	22,289.83	 	 	 	103,390.77	 	 	 	241,292.25	 
	2591
	 	Bakers	 	GALLERIA OF WHITE PLAINS	 	100 MAIN STREET	 	# 333	 	WHITE PLAINS	 	NY	 	10601	 	 	68,832	 	 	 	275,001.91	 	 	 	104,946.44	 	 	 	448,780.14	 
	2592
	 	Bakers	 	PALISADES CENTER	 	2711 PALISADES CENTER DR	 	 	 	WEST NYACK	 	NY	 	10994	 	 	81,010	 	 	 	297,813.63	 	 	 	128,569.54	 	 	 	507,392.92	 
	2593
	 	Bakers	 	JEFFERSON VALLEY MALL	 	650 LEE BOULEVARD	 	ROOM J-09	 	YORKTOWN HE	 	NY	 	10598	 	 	55,660	 	 	 	207,161.83	 	 	 	100,794.86	 	 	 	363,617.02	 
	3571
	 	Wild Pair	 	KINGS PLAZA	 	5170 KINGS PLAZA	 	SPACE #6B	 	BROOKLYN	 	NY	 	11234	 	 	110,009	 	 	 	88,295.56	 	 	 	74,646.93	 	 	 	272,951.37	 
	3574
	 	Wild Pair	 	QUEENS CENTER	 	90-15 QUEENS BOULEVARD	 	SPACE #3045	 	ELMHURST	 	NY	 	11373	 	 	123,059	 	 	 	371,385.94	 	 	 	353,545.71	 	 	 	847,990.87	 
	3590
	 	Wild Pair	 	CROSS COUNTY MALL	 	20 MALL WALK	 	 	 	YONKERS	 	NY	 	10704	 	 	115,588	 	 	 	81,734.13	 	 	 	54,332.93	 	 	 	251,655.51	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	NY Total	 	 	2,782,740	 	 	 	4,948,693.17	 	 	 	2,624,089.85	 	 	 	10,355,523.32	 
	2374
	 	Bakers	 	FRANKLIN PARK MALL	 	5001 MONROE ST	 	STE 122	 	TOLEDO	 	OH	 	43623-3636	 	 	8,850	 	 	 	75,000.00	 	 	 	76,518.09	 	 	 	160,368.43	 
	2380
	 	Bakers	 	BEACHWOOD PLACE	 	26300 CEDAR ROAD	 	#2210	 	BEACHWOOD	 	OH	 	44122	 	 	72,419	 	 	 	193,777.50	 	 	 	104,050.73	 	 	 	370,246.93	 
	2412
	 	Bakers	 	TRI-COUNTY MALL	 	11700 PRINCETON RD, SPACE 456	 	 	 	CINCINATTI	 	OH	 	45246	 	 	68,433	 	 	 	41,469.53	 	 	 	64,561.62	 	 	 	174,464.53	 
	2423
	 	Bakers	 	DAYTON MALL	 	2700 W. CENTERVILLE RD	 	# 660	 	DAYTON	 	OH	 	45459	 	 	59,790	 	 	 	163,309.83	 	 	 	78,036.73	 	 	 	301,137.01	 
	2430
	 	Bakers	 	EASTON TOWN CENTER	 	167 EASTON TOWN CENTER	 	 	 	COLUMBUS	 	OH	 	43219	 	 	107,133	 	 	 	143,804.43	 	 	 	70,427.87	 	 	 	321,365.32	 
	2432
	 	Bakers	 	TUTTLE CROSSING, THE MALL AT	 	5043 TUTTLE CROSSING BLVD	 	SPACE #162	 	DUBLIN	 	OH	 	43016	 	 	79,115	 	 	 	184,712.80	 	 	 	125,270.87	 	 	 	389,098.99	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	OH Total	 	 	395,741	 	 	 	802,074.09	 	 	 	518,865.91	 	 	 	1,716,681.21	 
	2205
	 	Bakers	 	WOODLAND HILLS	 	MAIN MALL SPACE 152	 	7021 SOUTH MEMORIAL DR	 	TULSA	 	OK	 	74133	 	 	88,423	 	 	 	77,444.67	 	 	 	116,226.62	 	 	 	282,094.22	 
	2213
	 	Bakers	 	PENN SQUARE MALL	 	1901 NORTHWEST EXPY	 	SUITE 1011	 	OKLAHOMA CITY	 	OK	 	73118	 	 	59,527	 	 	 	130,609.98	 	 	 	86,885.61	 	 	 	277,022.71	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	OK Total	 	 	147,950	 	 	 	208,054.65	 	 	 	203,112.23	 	 	 	559,116.93	 
	2503
	 	Bakers	 	SPRINGFIELD MALL	 	1200 BALTIMORE PIKE	 	# E-6	 	SPRINGFIELD	 	PA	 	19064	 	 	50,875	 	 	 	77,377.62	 	 	 	69,542.01	 	 	 	197,794.35	 
	2506
	 	Bakers	 	PARK CITY CENTER	 	142 PARK CITY CENTER	 	#G0725	 	LANCASTER	 	PA	 	17601	 	 	54,097	 	 	 	187,516.16	 	 	 	117,216.09	 	 	 	358,828.80	 
	2515
	 	Bakers	 	KING OF PRUSSIA-THE PLAZA	 	160 N. GULPH RD, SUITE 1081	 	 	 	KING OF PRUSSIA	 	PA	 	19406	 	 	104,612	 	 	 	167,895.92	 	 	 	70,583.33	 	 	 	343,090.89	 
	2521
	 	Bakers	 	LEHIGH VALLEY MALL	 	112 LEHIGH VALLEY MALL	 	 	 	WHITEHALL	 	PA	 	18052	 	 	62,369	 	 	 	171,635.25	 	 	 	75,830.05	 	 	 	309,834.14	 
	2536
	 	Bakers	 	MONROEVILLE MALL	 	121 MONROEVILLE MALL	 	 	 	MONROEVILLE	 	PA	 	15146	 	 	37,090	 	 	 	139,154.72	 	 	 	73,253.66	 	 	 	249,498.03	 
	2538
	 	Bakers	 	THE MALL AT ROBINSON	 	SPACE #1280	 	100 ROBINSON CENTER DRIVE	 	PITTSBURG	 	PA	 	15205	 	 	87,148	 	 	 	151,795.31	 	 	 	93,660.48	 	 	 	332,604.14	 
	3535
	 	Bakers	 	CENTURY III MALL	 	3075 CLAIRTON RD	 	STE 394	 	WEST MIFFLIN	 	PA	 	15123-0004	 	 	36,702	 	 	 	57,027.96	 	 	 	53,201.00	 	 	 	146,930.67	 
	984
	 	WHSE	 	x	 	3161 STATE ROAD	 	 	 	BENSALEM	 	PA	 	19020-6545	 	 	10,351	 	 	 	0.00	 	 	 	0.00	 	 	 	10,351.08	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	PA Total	 	 	443,243	 	 	 	952,402.94	 	 	 	553,286.62	 	 	 	1,948,932.10	 
	2646
	 	Bakers	 	WARWICK MALL	 	169 WARWICK MALL	 	 	 	WARWICK	 	RI	 	02886	 	 	76,979	 	 	 	261,137.82	 	 	 	133,699.26	 	 	 	471,816.27	 
	2647
	 	Bakers	 	PROVIDENCE PLACE MALL	 	219 PROVIDENCE PLACE	 	#A-306	 	PROVIDENCE	 	RI	 	02903	 	 	88,211	 	 	 	275,404.21	 	 	 	161,238.94	 	 	 	524,854.11	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	RI Total	 	 	165,190	 	 	 	536,542.03	 	 	 	294,938.20	 	 	 	996,670.38	 
	2681
	 	Bakers	 	HAYWOOD MALL	 	700 Haywood Road	 	Suite 2016	 	GREENVILLE	 	SC	 	29607	 	 	46,425	 	 	 	168,078.48	 	 	 	122,278.48	 	 	 	336,781.82	 
	2689
	 	Bakers	 	COLUMBIANA CENTER	 	100 COLUMBIANA CIRCLE	 	SPACE #1110	 	COLUMBIA	 	SC	 	29212	 	 	107,050	 	 	 	61,780.00	 	 	 	69,009.24	 	 	 	237,839.24	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	SC Total	 	 	153,475	 	 	 	229,858.48	 	 	 	191,287.72	 	 	 	574,621.06	 
	2311
	 	Bakers	 	HAMILTON PLACE	 	2100 HAMILTON PLACE BOULEVARD	 	#253	 	CHATTANOOGA	 	TN	 	37421	 	 	63,106	 	 	 	207,805.81	 	 	 	134,363.32	 	 	 	405,275.04	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	TN Total	 	 	63,106	 	 	 	207,805.81	 	 	 	134,363.32	 	 	 	405,275.04	 
	2753
	 	Bakers	 	IRVING MALL	 	3649 IRVING MALL	 	SPACE D-3	 	IRVING	 	TX	 	75062	 	 	39,713	 	 	 	54,378.51	 	 	 	56,666.22	 	 	 	150,757.92	 
	2754
	 	Bakers	 	NORTHPARK CENTER	 	E2-734 NORTHPARK CENTER	 	 	 	DALLAS	 	TX	 	75225	 	 	115,529	 	 	 	192,168.38	 	 	 	118,196.25	 	 	 	425,893.25	 
	2756
	 	Bakers	 	SHOPS AT WILLOW BEND	 	#B-117	 	6121 W PARK BLVD	 	PLANO	 	TX	 	75093	 	 	62,937	 	 	 	188,981.07	 	 	 	112,365.29	 	 	 	364,283.33	 
	2757
	 	Bakers	 	PARKS AT ARLINGTON	 	3811 S COOPER	 	SPACE 2118	 	ARLINGTON	 	TX	 	76015	 	 	75,306	 	 	 	154,031.03	 	 	 	73,047.22	 	 	 	302,383.99	 
	2758
	 	Bakers	 	COLLIN CREEK MALL	 	2400 COLLIN CREEK MALL	 	811 N CENTRAL EXPRESSWAY	 	PLANO	 	TX	 	75075	 	 	48,357	 	 	 	151,757.38	 	 	 	91,022.58	 	 	 	291,137.14	 
	2759
	 	Bakers	 	TOWN EAST MALL	 	2054 TOWN EAST MALL	 	 	 	MESQUITE	 	TX	 	75150	 	 	66,129	 	 	 	146,195.53	 	 	 	89,399.11	 	 	 	301,723.56	 
	2769
	 	Bakers	 	CIELO VISTA MALL	 	8401 GATEWAY BLVD WEST	 	C - 3	 	EL PASO	 	TX	 	79925	 	 	110,297	 	 	 	223,077.43	 	 	 	81,860.72	 	 	 	415,234.67	 
	2773
	 	Bakers	 	NORTHEAST MALL	 	1101 MELBOURNE STREET	 	#P08	 	HURST	 	TX	 	76053	 	 	62,630	 	 	 	173,307.60	 	 	 	125,025.23	 	 	 	360,962.81	 
	2782
	 	Bakers	 	WILLOWBROOK MALL	 	2000 WILLOWBROOK MALL	 	STE 1382	 	HOUSTON	 	TX	 	77070	 	 	125,807	 	 	 	159,536.20	 	 	 	97,067.55	 	 	 	382,411.22	 
	2783
	 	Bakers	 	SHARPSTOWN CENTER	 	7550 BELLAIRE BLVD.	 	# 133	 	HOUSTON	 	TX	 	77036	 	 	132,843	 	 	 	120,455.65	 	 	 	115,383.94	 	 	 	368,682.28	 
	2784
	 	Bakers	 	MEMORIAL CITY SHOPPING CENTER	 	296 MEMORIAL CITY	 	 	 	HOUSTON	 	TX	 	77024	 	 	105,119	 	 	 	209,276.64	 	 	 	117,488.54	 	 	 	431,883.69	 
	2789
	 	Bakers	 	THE GALLERIA	 	5135 W ALABAMA	 	SPACE #6060	 	HOUSTON	 	TX	 	77056-5802	 	 	117,336	 	 	 	193,080.31	 	 	 	135,641.06	 	 	 	446,057.29	 
	2791
	 	Bakers	 	BAYBROOK MALL	 	1326 BAYBROOK MALL	 	 	 	FRIENDSWOOD	 	TX	 	77546	 	 	75,122	 	 	 	152,275.06	 	 	 	78,881.60	 	 	 	306,278.36	 
	2792
	 	Bakers	 	WOODLANDS, THE	 	1201 LAKE WOODLANDS DR	 	SUITE 1072	 	THE WOODLANDS	 	TX	 	77380	 	 	81,439	 	 	 	180,347.11	 	 	 	131,266.55	 	 	 	393,053.03	 
	2800
	 	Bakers	 	INGRAM PARK MALL	 	6301 N.W. LOOP 410	 	L -14	 	SAN ANTONIO	 	TX	 	78238	 	 	64,854	 	 	 	138,487.77	 	 	 	66,209.75	 	 	 	269,551.73	 
	2801
	 	Bakers	 	MALL DEL NORTE	 	5300 N. SAN DARIO	 	SUITE 184B	 	LAREDO	 	TX	 	78041	 	 	133,222	 	 	 	73,734.96	 	 	 	76,597.22	 	 	 	283,554.21	 
	2810
	 	Bakers	 	THE SHOPS AT  LA CANTERA	 	15900 LA CANTERA PARKWAY	 	BLDG #8 SUITE #8860	 	SAN ANTONIO	 	TX	 	78256	 	 	62,161	 	 	 	180,438.18	 	 	 	145,252.66	 	 	 	387,852.15	 
	2811
	 	Bakers	 	RIVERCENTER	 	849 E. COMMERCE STREET	 	#269	 	SAN ANTONIO	 	TX	 	78205	 	 	60,393	 	 	 	193,135.30	 	 	 	116,126.24	 	 	 	369,654.76	 






4








 






     



BAKERS FOOTWEAR GROUP, INC.

STORE SCHEDULE

(Personal Property Amount)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	COST INVENTORY	 	 	 	 	 	 	 	 	 	Total Pers.
	Store	 	Chain	 	Mall_Name	 	Address1	 	Address2	 	City	 	State	 	Zip	 	@ 02/03/07	 	LHI @ 02/03/07	 	FFE @ 02/03/07	 	Prop. Amt.
	 	2817	 	 	Bakers	 	BARTON CREEK MALL
	 	2901 CAPITAL OF TEXAS HIGHWAY	 	SPACE L-1A	 	AUSTIN	 	TX	 	 	78746	 	 	 	70,504	 	 	 	147,360.24	 	 	 	92,258.11	 	 	 	310,121.88	 
	 	3788	 	 	Wild Pair	 	GALLERIA II
	 	5085 WESTHEIMER	 	SUITE 3535	 	HOUSTON	 	TX	 	 	77056	 	 	 	83,361	 	 	 	123,491.14	 	 	 	99,544.24	 	 	 	306,396.07	 
	 	3800	 	 	Bakers	 	VALLE VISTA MALL
	 	2000 S. EXPRESSWAY 83	 	SPACE B-07	 	HARLINGEN	 	TX	 	 	78552-5904	 	 	 	41,898	 	 	 	63,717.97	 	 	 	51,739.76	 	 	 	157,355.40	 
	 	3801	 	 	Wild Pair	 	MALL DEL NORTE
	 	5300 SAN DARIO AVE.	 	SPACE #1825	 	LAREDO	 	TX	 	 	78041	 	 	 	143,592	 	 	 	212,281.16	 	 	 	162,542.19	 	 	 	518,415.09	 
	 	3802	 	 	Bakers	 	LA PLAZA MALL
	 	2200 S. TENTH ST	 	# D-3	 	MCALLEN	 	TX	 	 	78503	 	 	 	203,929	 	 	 	161,162.18	 	 	 	99,730.61	 	 	 	464,821.56	 
	 	3803	 	 	Wild Pair	 	LA PLAZA MALL
	 	2200 S. 10TH ST.	 	SPACE #11	 	MCALLEN	 	TX	 	 	78503	 	 	 	95,820	 	 	 	109,207.00	 	 	 	69,553.50	 	 	 	274,580.53	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	TX Total	 	 	2,178,296	 	 	 	3,701,883.80	 	 	 	2,402,866.14	 	 	 	8,283,045.92	 
	 	2194	 	 	Bakers	 	FASHION PLACE S/C
	 	6191 SOUTH STATE	 	UNIT 256	 	MURRAY	 	UT	 	 	84107	 	 	 	49,913	 	 	 	118,157.56	 	 	 	95,251.53	 	 	 	263,322.39	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	UT Total	 	 	49,913	 	 	 	118,157.56	 	 	 	95,251.53	 	 	 	263,322.39	 
	 	2653	 	 	Bakers	 	FAIR OAKS
	 	11750 FAIR OAKS	 	#107	 	FAIRFAX	 	VA	 	 	22033	 	 	 	57,872	 	 	 	178,079.08	 	 	 	130,655.79	 	 	 	366,607.07	 
	 	2655	 	 	Bakers	 	TYSONS CORNER
	 	1961 CHAIN BRIDGE ROAD	 	#G006L	 	MCLEAN	 	VA	 	 	22102	 	 	 	120,218	 	 	 	198,689.71	 	 	 	115,733.28	 	 	 	434,640.68	 
	 	2656	 	 	Bakers	 	FASHION CENTRE @ PENTAGON
	 	1100 S. HAYES ST	 	ROOM #0R01	 	ARLINGTON	 	VA	 	 	22202	 	 	 	100,000	 	 	 	197,458.50	 	 	 	197,458.50	 	 	 	494,917.00	 
	 	2665	 	 	Bakers	 	SHORT PUMP TOWN CENTER
	 	11800 WEST BROAD STREET	 	UNIT 1412	 	RICHMOND	 	VA	 	 	23233	 	 	 	50,231	 	 	 	103,013.02	 	 	 	145,234.39	 	 	 	298,478.58	 
	 	2666	 	 	Bakers	 	POTOMAC MILLS
	 	2700 POTOMAC MILLS CIRCLE	 	STE 597	 	PRINCE WILLIAM	 	VA	 	 	22192	 	 	 	49,709	 	 	 	110,160.27	 	 	 	104,052.32	 	 	 	263,921.92	 
	 	2668	 	 	Bakers	 	MACARTHUR CENTER
	 	300 MONTICELLO AVENUE	 	SPACE 172	 	NORFOLK	 	VA	 	 	23510	 	 	 	41,706	 	 	 	62,074.57	 	 	 	92,561.29	 	 	 	196,341.81	 
	 	3668	 	 	Bakers	 	GREENBRIAR MALL
	 	1401 GREENBRIAR PKWY	 	# 2056	 	CHESAPEAKE	 	VA	 	 	23320	 	 	 	38,339	 	 	 	64,188.20	 	 	 	64,095.24	 	 	 	166,621.94	 
	 	3669	 	 	Wild Pair	 	LYNNHAVEN FIELD MALL
	 	701 LYNNHAVEN PARKWAY	 	SPACE E3A	 	VIRGINIA BEACH	 	VA	 	 	23452	 	 	 	102,087	 	 	 	50,000.00	 	 	 	54,349.98	 	 	 	206,437.05	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	VA Total	 	 	560,162	 	 	 	963,663.35	 	 	 	904,140.79	 	 	 	2,427,966.05	 
	 	3983	 	 	Bakers	 	NORTHGATE MALL
	 	526 NORTHGATE MALL	 	401 NE NORTHGATE WAY	 	SEATTLE	 	WA	 	 	98125	 	 	 	40,736	 	 	 	72,625.59	 	 	 	90,418.96	 	 	 	203,780.57	 
	 	3984	 	 	Bakers	 	SOUTHCENTER S/C
	 	969 SOUTHCENTER MALL	 	SPACE C352	 	TUKWILA	 	WA	 	 	98188	 	 	 	50,451	 	 	 	92,527.03	 	 	 	88,313.83	 	 	 	231,292.34	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	WA Total	 	 	91,188	 	 	 	165,152.62	 	 	 	178,732.79	 	 	 	435,072.91	 
	 	2102	 	 	Bakers	 	MAYFAIR MALL
	 	623 MAYFAIR MALL	 	2500 NORTH MAYFAIR ROAD	 	WAUWATOSA	 	WI	 	 	53226	 	 	 	66,157	 	 	 	217,089.01	 	 	 	75,843.49	 	 	 	359,089.27	 
	 	2104	 	 	Bakers	 	BROOKFIELD SQUARE
	 	95 N MORELAND RD	 	#D-18	 	BROOKFIELD	 	WI	 	 	53005	 	 	 	75,534	 	 	 	191,900.61	 	 	 	126,486.24	 	 	 	393,920.80	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	WI Total	 	 	141,691	 	 	 	408,990	 	 	 	202,330	 	 	 	753,010.07	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Grand Total	 	 	23,307,311	 	 	 	43,451,321	 	 	 	27,122,041	 	 	 	93,880,673.73	 







5










 





PROPERTY COVERAGES, CON’T




DEDUCTIBLES:




Special / All-Risk Perils: 




	•	 	Retail Stores & Corporate Office (Location #1) — Personal Property: 






	 	•	 	$1,000/occurrence except:
	 
	 	•	 	5% for peril of windstorm — state of Florida (applied against the limit /
amount
of insurance applicable to the locations that have sustained the loss or damage)
	 
	 	•	 	2% for Peril of Windstorm — All other specifically insured locations.






	•	 	Distribution Centers — Personal Property: 






	 	•	 	$2,500 per occurrence






	•	 	Retail Stores — Building Coverage 






	 	•	 	$1,000 per occurrence; except 5% wind deductible/occurrence — State of Florida






	•	 	Business Income / Extra Expense:






	 	•	 	24 Hour Waiting Period for all locations with the following exceptions:






	 	•	 	State of Florida: 120 Hour Waiting Period — Peril of Windstorm
	 
	 	•	 	Other specifically insured locations: 72 hour waiting period — Peril of
Windstorm





Peril of Flood: (Applicable to All Locations): 





	•	 	$50,000 / Occurrence





Peril of Earthquake (Applicable to All Locations): 





	•	 	5% of the limit/amount of insurance applicable to the location(s) that have sustained the
loss or damages:




14









 











PROPERTY COVERAGES, CON’T




Major Conditions:




	•	 	Cancellation Provisions:






	 	•	 	10 Days Notice of Cancellation for Non-Payment of Premium.
	 
	 	•	 	30 Days Notice of Cancellation for fraud, material misrepresentation, violation of
terms or conditions, change in conditions, insurance company insolvency or loss of
reinsurance.
	 
	 	•	 	90 Days Notice of Cancellation for Other Reasons.






	•	 	Replacement Cost Valuation;
	 
	•	 	Agreed Amount — No Coinsurance applicable.
	 
	•	 	Definition of “Personal Property” includes: Stock/Inventory, Furniture & Fixtures,
Tenant Improvements & Betterments, Plate Glass, and Signs.
	 
	•	 	Coverage Provided on a Non-Reporting Basis. Company is to be notified of any store
closings and/or openings on a quarterly basis.
	 
	•	 	Coverage for the perils of Earthquake & Flood — Except as noted.
	 
	•	 	Coverage Included for Certified Acts of Terrorism.
	 
	•	 	Business Income-Extended Period of Indemnity Coverage:






	 	•	 	Loc #1: (Scott Ave): 120 Days
	 
	 	•	 	All Other Locations: 90 Days





Exclusions:




	•	 	Mold/ Bacteria/Fungi
	 
	•	 	Government Action
	 
	•	 	Nuclear Hazard
	 
	•	 	War and Military Action
	 
	•	 	Flood (if in NFIP Designated zones A)
	 
	•	 	Smoke/Vapor from Agricultural and Industrial Operations
	 
	•	 	Wear and Tear, Rust, Latent Defect, Vermin
	 
	•	 	Dishonest Acts
	 
	•	 	Pollution
	 
	•	 	Computer Date Recognition Exclusion
	 
	•	 	Delay, Loss of Use, Loss of Market
	 
	•	 	Exclusions and Limitations as Set Forth in Policy.





15









 





PROPERTY COVERAGES, CON’T

Loc #1: 2815 Scott Ave.




Electronic Data Processing Equipment:




	 	 	 
	•    Hardware:
	 	$1,500,000 (Functional Replacement Cost)
	 
	 	 
	•    Media/Software:
	 	$100,000 (Cost to Reproduce)
	 
	 	 
	•    Business Income
& Extra Expense:
	 	$ See Page 7 (Shared Amount)
	 
	 	 
	•    Portable
Computers:
	 	$ Afforded under property at any other location and property in transit coverages.
	 
	 	 
	•    Deductible:
	 	$1,000 / Occurrence
	 
	 	 
	Valuable Information Property (Valuable Papers):
	 
	 	 
	•    Limit:
	 	$250,000
	 
	 	 
	•    Deductible:
	 	$1,000 / Occurrence
	 
	 	 
	Accounts Receivable:
	 
	 	 
	•    Limit:
	 	$250,000
	 
	 	 
	•    Deductible:
	 	$1,000 / Occurrence






Utility Services Failure -

(Water, Power, & Communication — Including overhead transmission lines):




	 	 	 
	Coverages	 	Limit
	•    Personal Property:
	 	$250,000
	•    Business Income:
	 	$250,000
	 
	 	 
	•    Deductibles:
	 	 
	•    Personal
Property:
	 	$1,000 / Occurrence
	•    Bus. Income:
	 	72 Hour Waiting Period






16









 





PROPERTY AND TIME ELEMENT COVERAGES

ADDITIONAL COVERAGES / ENHANCEMENTS

(APPLICABLE TO ALL LOCATIONS)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loc	 	Bldg	 	Coverage	 	Limit	 	Deductible
	All	 	All	 	PROPERTY POLICY COVERAGES:
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Business Income or Extra Expense
	 	 	 	 	 	 	 	 
	 	 	 	 	Property in Transit
	 	$	100,000	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Business Income or Extra Expense
	 	 	 	 	 	 	 	 
	 	 	 	 	Property at Any Other Location
	 	$	100,000	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Property in Transit
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	250,000	 	 	$	1,000	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Property at Other Locations
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	500,000	 	 	$	1,000	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Crime Limit of Insurance
	 	$	50,000	 	 	$	1,000	 
	 	 	 	 	Money and Securities
	 	 	 	 	 	 	 	 
	 	 	 	 	Employee Theft
	 	 	 	 	 	 	 	 
	 	 	 	 	Money Orders and Counterfeit Paper Currency
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Employee Theft
	 	$	250,000	 	 	$	1,000	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	ERISA Employee Theft
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	50,000	 	 	$	0	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Forgery & Alteration
	 	$	125,000	 	 	$	1,000	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Global Property
	 	 	 	 	 	 	 	 
	 	 	 	 	Tenants and Neighbors Liability Limit
	 	$	100,000	 	 	$	1,000	 
	 	 	 	 	Devaluation Limit
	 	$	100,000	 	 	$	1,000	 
	 	 	 	 	Coinsurance Deficiency Limit
	 	$	100,000	 	 	$	1,000	 
	 	 	 	 	Tax Liability Limit
	 	$	100,000	 	 	$	1,000	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	PROPERTY LOCATION COVERAGE ENHANCEMENTS
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Bucket
	 	 	 	 	 	$	1,000	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	50,000	 	 	 	 	 
	 	 	 	 	Personal Effects of Officers, Partners
and Employees
	 	 	 	 	 	 	 	 
	 	 	 	 	Valuable Information Property
	 	 	 	 	 	 	 	 
	 	 	 	 	Accounts Receivable
	 	 	 	 	 	 	 	 
	 	 	 	 	Outdoor Property
	 	 	 	 	 	 	 	 
	 	 	 	 	Fine Arts — Per Item
	 	$	10,000	 	 	 	 	 
	 	 	 	 	Hardware and Media (1)
	 	 	 	 	 	 	 	 
	 	 	 	 	Fire Extinguisher and Automatic
Extinguishing System Recharge
	 	 	 	 	 	 	 	 
	 	 	 	 	Emergency Response Service Charge
	 	 	 	 	 	 	 	 
	 	 	 	 	Conditional Sales Agreement
	 	 	 	 	 	 	 	 
	 	 	 	 	Decreased Value of Stock due to Damage
to another part or parts of Stock
	 	 	 	 	 	 	 	 
	 	 	 	 	Tenants Improvements and Betterments
	 	 	 	 	 	 	 	 
	 	 	 	 	Electronic Data Damage or Destruction from
Inland Marine Causes of Loss
	 	 	 	 	 	 	 	 
	 	 	 	 	Electronic Data Business Income and Extra
Expense from Inland Marine Causes of Loss
	 	 	 	 	 	 	 	 






17









 





PROPERTY AND TIME ELEMENT COVERAGES

ADDITIONAL COVERAGES / ENHANCEMENTS

(APPLICABLE TO ALL LOCATIONS)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loc	 	Bldg	 	Coverage	 	Limit	 	Deductible
	All	 	All	 	PROPERTY LOCATION COVERAGE ENHANCEMENTS:
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Newly Acquired or Constructed Property
	 	 	 	 	 	$	1,000	 
	 	 	 	 	Building
	 	$	2,000,000	 	 	 	 	 
	 	 	 	 	Days
	 	 	180	 	 	 	 	 
	 	 	 	 	Personal Property
	 	$	1,000,000	 	 	 	 	 
	 	 	 	 	Days
	 	 	180	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Claim Expense
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	50,000	 	 	$	0	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Reward
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	50,000	 	 	$	0	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Contractual Penalties
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	50,000	 	 	$	0	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Automatic Seasonal Increase (Peak Season)
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	100,000	 	 	$	1,000	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Brands and Labels Expense
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	50,000	 	 	$	1,000	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Food Contamination
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	25,000	 	 	$	1,000	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Newly Acquired Property Business Income
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	250,000	 	 	 	 	 
	 	 	 	 	Days
	 	 	180	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Business Income Off Premises Power and
Communications Failure
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence (Blkt-All Locs)
	 	$	100,000	 	 	72 Hours
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Water, Power (Not Including Overhead
Transmission Lines), Communication
(Not Including Overhead Transmission
Lines)
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Contingent Business Premises
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	100,000	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Lessors — Lease Cancellation
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	25,000	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Tenant Relocation Expense
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	25,000	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Limited Coverage for Fungus, Wet Rot,
Dry Rot and Bacteria
	 	 	 	 	 	 	 	 
	 	 	 	 	Annual Aggregate
	 	$	15,000	 	 	$	1,000	 






18









 





PROPERTY AND TIME ELEMENT COVERAGES

ADDITIONAL COVERAGES / ENHANCEMENTS

(APPLICABLE TO ALL LOCATIONS)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loc	 	Bldg	 	Coverage	 	Limit	 	Deductible
	All	 	All	 	PROPERTY LOCATION COVERAGE ENHANCEMENTS
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Electronic Data Damage Or Destruction
From Cyber Vandalism
	 	 	 	 	 	 	 	 
	 	 	 	 	Annual Aggregate
	 	$	10,000	 	 	$	1,000	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Denial or Service Coverage
	 	 	 	 	 	 	 	 
	 	 	 	 	Annual Aggregate
	 	$	10,000	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	California Hardware, Media and Electronic
Data Earthquake
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	100,000	 	 	$	1,000	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Preservation of Property — Expense
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	50,000	 	 	$	0	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Lock Replacement
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	10,000	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Catastrophe Allowance
	 	 	 	 	 	 	 	 
	 	 	 	 	Annual Aggregate
	 	$	50,000	 	 	$	0	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Expediting Expenses
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	50,000	 	 	$	0	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Soft Costs
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	25,000	 	 	$	0	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Temporary Relocation of Property Coverage
During Renovation or Remodeling
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	100,000	 	 	 	 	 
	 	 	 	 	Days
	 	 	90	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Salesmen Samples
	 	 	 	 	 	 	 	 
	 	 	 	 	Per Occurrence
	 	$	25,000	 	 	$	1,000	 






19









 






PROPERTY AND TIME ELEMENT COVERAGES

ADDITIONAL COVERAGES / ENHANCEMENTS

(APPLICABLE TO ALL LOCATIONS)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loc	 	Bldg	 	Coverage	 	Limit	 	Deductible
	All	 	All	 	PROPERTY LOCATION COVERAGE ENHANCEMENTS
	 	 	 	 	 	 	 	 
	 	 	 	 	The following coverages are at each Location / Building
with Building Coverage
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Building Ordinance
	 	$	50,000	 	 	$	0	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	The following coverages are at each Location / Building
unless otherwise stated:
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Extra expense
	 	$	100,000	 	 	 	 	 
	 	 	 	 	Civil Authority — 4 weeks
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Pollutant Clean-Up and Removal
	 	$	100,000	 	 	$	1,000	 Except:
	 	 	 	 	 
	 	 	 	 	 	$	2,500	 for warehouses
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Debris Removal
	 	$	250,000	 	 	$	1,000	 Except:
	 	 	 	 	 
	 	 	 	 	 	$	2,500	 for warehouses
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Special Theft Limits of Insurance
	 	 	 	 	 	 	 	 
	 	 	 	 	Furs
	 	$	10,000	 	 	$	1,000	 
	 	 	 	 	Jewelry
	 	$	10,000	 	 	$	1,000	 
	 	 	 	 	Precious Metals
	 	$	25,000	 	 	$	1,000	 
	 	 	 	 	Stamps
	 	$	1,000	 	 	$	1,000	 






20









 






PROPERTY COVERAGES, CONT’D




(Additional Interest Listing)





	 	 	 
	Name	 	Interest
	Jacobs First LLC & Its Agents

(Over Landlord)

c/o Bldg. Management

52 Vanderbilt Street


	 	Additional Insured with respect to:

Personal Property, Business Income 

and Loss of Rents 

Coverages for Bakers Store situated:

	New York, NY 10017

	 	358-362 Fifth Avenue

New York, NY 10001

(Store #2580)
	 
	 	 
	Bank of America Retail Group

40 Broad Street

Boston, MA 0210

	 	Loss Payee — Personal Property

(Line of Credit)





21









 





RETAIL STORES- BUILDING COVERAGE

(Required By Lease of Premises Agreement)




Additional Interest Listing




(Building Coverage & General Liability)




Bakers Store #2730:       114 East Flagler, Miami, FL 33131





	 	•	 	Abraham Franco

c/o R.O.M.A. Chain

21 S.E. 1st Street, Suite 300

Miami, FL 33131

(Additional Insured — Building Owner)
	 
	 	•	 	Sun Trust Bank

Real Estate Department

3737 NW 87th Avenue

Miami, FL 33178

(Mortgagee)





Bakers Store #2050:      133 South State Street, Chicago, IL 60603





	 	•	 	THOR Equities, LLC

139 Fifth Avenue, 6th fI

New York, NY 10010

(Additional Insured — Building Owner)
	 
	 	•	 	Mortgagee — None






22











 





COMMERCIAL GENERAL LIABILITY POLICY OUTLINE




	 	 	 	 	 
	Limits of Liability:
	 	 	 	 
	General Aggregate (Per Location)
	 	$	2,000,000	 
	Products & Completed Operations Aggregate
	 	$	2,000,000	 
	Personal & Advertising Injury
	 	$	1,000,000	 
	Each Occurrence (B.I. & P.D.)
	 	$	1,000,000	 
	Fire Damage (Any one Fire)
	 	$	1,000,000	 
	Medical Expense (Any one Person)
	 	$	5,000	 
	 
	 	 	 	 
	Employees Benefit Liability Each Claim:
	 	$	1,000,000	 
	(Claims Made Form)  Aggregate:
	 	$	2,000,000	 
	Retro Date:
	 	3/31/96	 
	 
	 	 	 	 
	Stop Gap (Employers Liability) coverage
for the States of Ohio, and Washington
	 	$	1,000,000	 each accident
	 
	 	$	1,000,000	 each employee
	 
	 	$	1,000,000	 policy limit
	 
	 	 	 	 
	•   Global General Liability
	 	Covered
	 
	 	 	 	 
	•   International Human Resources Endorsement
Assistance
	 	Covered
	Voluntary Workers Compensation
	 	Covered
	Employers Liability
	 	 	 	 
	Bodily Injury
	 	 	 	 
	By Accident — Each Accident
	 	$	500,000	 
	By Disease (Including Endemic)
	 	 	 	 
	Each Employee
	 	$	500,000	 
	Policy Limits
	 	$	500,000	 
	 
	 	 	 	 
	•   International Contingent Automobile Each Occurrence
	 	$	1,000,000	 






Deductible: None, except for Employee Benefits Liability which is $1,000/Claim



Coverages Included in the Policy Form:




	•	 	Premises/Operations
	 
	•	 	Products/Completed Operations
	 
	•	 	Contractual Liability — “Insured Contracts”
	 
	•	 	Broad Form Property Damage
	 
	•	 	Host Liquor Liability
	 
	•	 	Incidental Medical Malpractice
	 
	•	 	Non-Owned Watercraft — Up to 26 feet
	 
	•	 	Limited Worldwide Product Liability
	 
	•	 	Newly Acquired Organizations — 90 Days
	 
	•	 	Personal & Advertising Injury Liability
	 
	•	 	Owners/Contractors Protective
	 
	•	 	Additional Persons Insured





23









 





COMMERCIAL GENERAL LIABILITY POLICY OUTLINE, CONT’D




Major Conditions:





	•	 	Special General Liability Endorsement Included (See Below)
	 
	•	 	Coverage Included for Certified Acts of Terrorism.
	 
	•	 	Claims Expense Outside Limit of Liability
	 
	•	 	Final earned premium subject to year-end audit
	 
	•	 	Landlords/Lessors automatically included as additional insureds
	 
	•	 	Blanket Waiver of Subrogation Included (with Landlords/Lessors)
	 
	•	 	Ninety (90) day cancellation notice; except for non-payment of premium, which is 10 days





Exclusions Include But Are Not Limited To::





	•	 	Lead
	 
	•	 	Pollution; except for Building Heating Equipment
	 
	•	 	Asbestos
	 
	•	 	ERISA of 1974
	 
	•	 	Real or personal property in care, custody or control of the inured
	 
	•	 	Employment Related Practices
	 
	•	 	Discrimination
	 
	•	 	Intercompany Products Suits
	 
	•	 	Y2K Exclusion
	 
	•	 	Nuclear Energy
	 
	•	 	Intellectual Property (Patent, Copyright & Trademark Infringement)
	 
	•	 	Fungi or Bacteria
	 
	•	 	Professional Liability
	 
	•	 	Other Exclusions and Limitations as Set Forth in Policy





Special General Liability Endorsement





	•	 	Aggregate Limits per Location
	 
	•	 	Non-Owned Aircraft

        If Hired with Crew
	 
	•	 	Real Property Legal Liability
	 
	•	 	Non-Owned Watercraft
	 
	•	 	Vendors Covered Automatically
	 
	•	 	Resultant Mental Anguish
	 
	•	 	Newly Formed Organizations
	 
	•	 	Worldwide Coverage Territory
	 
	•	 	Supplemental Payments





	 	 	 	 	 
	Bail Bonds
	 	$	2,500	 
	 
	Loss of Earnings — Per Day
	 	$	500	 
	 
	•  Medical Expense
	 	$	10,000	 






24









 





COMMERCIAL GENERAL LIABILITY POLICY OUTLINE, CONT’D





	•	 	Bank of America Retail Group

40 Broad Street

Boston, MA 02109
	 
	 	 	(Only with respect to their Liability as “Loss Payee” and arising our of the ownership,
maintenance, or use of any premises by the insured) .
	 
	•	 	Jacobs First LLC & Its Agents

(Over Landlord)

C/o Bldg. Management

52 Vanderbilt Street

New York, NY 10017
	 
	 	 	Additional Insured as respects

lease of premises agreement.

358-362 Fifth Avenue

New York, NY 10001





	 	 	 
	•   Bakers Store #2730:

	 	114 East Flagler, Miami, FL 33131
	 

	 	•     Abraham Franco

c/o R.O.M.A. Chain

21 S.E. 1st Street, Suite 300

Miami, FL 33131

(Additional Insured — Building Owner)

	 
	 	 
	 

	 	•     Sun Trust Bank

Real Estate Department

3737 NW 87th Avenue

Miami, FL 33178

(Mortgagee)

	 
	 	 
	•   Bakers Store #2050:

	 	133 South State Street, Chicago, IL 60603
	 

	 	•     THOR Equities, LLC

139 Fifth Avenue, 6th fl

New York, NY 10010

(Additional Insured — Building Owner)

	 
	 	 
	 

	 	•     Mortgagee — None








25









 







COMMERCIAL AUTOMOBILE POLICY OUTLINE




	 	 	 
	Coverage:	 	Limit of Liability
	Liability (Any Auto) (Symbol 1)
	 	$1,000,000 (CSL/B.I. & P.D.)
	 
	 	 
	Medical Payments (Owned Leased) (Symbol 2)
	 	$2,000 Per Person
	 
	 	 
	Underinsured & Uninsured Motorist (Symbol 2)
	 	$1,000,000 Bodily Injury
	(Owned, Leased)
	 	 
	 
	 	 
	Comprehensive (Owned, Leased) (Symbol 2)
	 	Actual Cash Value
	 
	 	 
	Collision (Owned, Leased) (Symbol 2)
	 	Actual Cash Value
	 
	 	 
	No Fault
	 	Statutory Requirements
	 
	 	 
	Deductibles:
	 	 
	 
	 	 
	Comprehensive
	 	$500
	Collision
	 	$500






Major Conditions:





	 	 ̈	 	@ Vantage for Automobile Endorsement is Included.
	 
	 	 ̈	 	Ninety (90) days notice of cancellation; except for non-payment of premium,
which is 10 days





Additional Coverages:





	 	 ̈	 	Hired Car Physical Damage Coverage (Symbol 8):

      Limit $50,000

      Comprehensive $500 Deductible

      Collision $500 Deductible
	 
	 	 ̈	 	Rental Reimbursement (owned private passenger autos)

$50/Day, subject to maximum of 30 days
	 
	 	 ̈	 	Towing (owned private passenger autos) $50 / Disablement





Exclusions:





	 	 ̈	 	Certified Acts of Terrorism
	 
	 	 ̈	 	Other Exclusions and Limitations as Set Forth in Policy.





26









 





SCHEDULE OF VEHICLES




	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 
	Unit	 	 	 	 	 	Cost	 	 	 	Garage
	No.	 	Year	 	Make/Model	 	New	 	Serial No.	 	Location
	(1)

	 	2006 
	 	Toyota 4-Runner
	 	$40,000 
	 	JTEBU17R260082020
	 	Clayton, MO, 63105






Loss Payee and Additional Insured:




Toyota Motor Credit Corp.

P. O. Box 3025

Coraopolis, PA 15108-6912





27









 













CONDITIONS




This Company binds the kind{s) of insurance stipulated on the reverse side. The Insurance is
subject to the terms, conditions and limitations of the policy(ies) in current use by the Company.



This binder may be cancelled by the Insured by surrender of this binder or by written notice to the
Company stating when cancellation will be effective. This binder may be cancelled by the Company by
notice to the Insured in accordance with the policy conditions. This binder is cancelled when
replaced by a policy. If this binder is not replaced by a policy, the Company is entitled to charge
a premium for the binder according to the Rules and Rates in use by the Company.



Applicable in California




When this form is used to provide insurance in the amount of one million dollars ($1 ,000,000) or
more, the title of the form is changed from “Insurance Binder” to “Cover Note”.



Applicable in Colorado




With respect to binders issued to renters of residential premises, home owners, condo unit owners
and mobile home owners, the insurer has thirty (30) business days, commencing from the effective
date of coverage, to evaluate the issuance of the insurance policy.



Applicable in Delaware




The mortgagee or Obligee of any mortgage or other instrument given for the purpose of creating a
lien on real property shall accept as evidence of insurance a written binder issued by an
authorized insurer or its agent if the binder includes or is accompanied by: the name and address
of the borrower; the name and address of the lender as loss payee; a description of the insured
real property; a provision that the binder may not be canceled within the term of the binder unless
the lender and the insured borrower receive written notice of the cancel-lation at least ten (1 0)
days prior to the cancellation; except in the case of a renewal of a policy subsequent to the
closing of the loan, a paid receipt of the full amount of the applicable premium, and the amount of
insurance coverage.



Chapter 21 Title 25 Paragraph 2119




Applicable in Florida




Except for Auto Insurance coverage, no notice of cancellation or nonrenewal of a binder is required
unless the duration of the binder exceeds 60 days. For auto insurance, the insurer must give 5 days
prior notice, unless the binder is replaced by a policy or another binder in the same company.



Applicable in Nevada




Any person who refuses to accept a binder which provides coverage of less than $1,000,000.00 when
proof is required: (A) Shall be fined not more than $500.00, and (B) is liable to the party
presenting the binder as proof of insurance for actual damages sustained therefrom.



















 










	INSURANCE BINDERDATE (MM/DD/YYYY) 01/30/2008THIS BINDER IS A
TEMPORARY INSURANCE CONTRACT, SUBJECT TO THE CONDITIONS SHOWN ON THE
REVERSE SIDE OF THIS FORM.AGENCY Smith & McLaughlin, Inc. The Daniel & Henry
Company 1001 Highlands Plaza Dr West St. Louis MO 63110 Smith & McLaughlin, Inc.
COMPANY Mt. Hawley Insurance Co.BINDER #EFFECTIVEEXPIRATIONDATETIMEDATETIME6/30/0712:01XAM06/30/08X12:01
AMPMNOONPHONE (A/C, No. Ext): 314-421-1525FAX (A/C,No.):THIS BINDER IS ISSUED TO EXTEND COVERAGE IN THE
ABOVE NAMED COMPANY PER EXPIRING POLICY #:CODE:SUB CODE:AGENCY CUSTOMER ID: BAKER04DESCRIPTION OF OPERATIONS/PROPERTY
(Including Location) Retail Sales or Shoes and Related AccessoriesINSUREDBakers Footwear Group, Inc. 2815
Scott Avenue St. Louis MO 63103 COVERAGESLIMITS
TYPE OF INSURANCECOVERAGE/FORMSDEDUCTIBLECOINS %AMOUNTPROPERTY CAUSES OF LOSS BASIC BASIC SPECGENERAL
LIABILITYEACH OCCURRENCE$ COMMERCIAL GENERAL LIABILITYDAMAGE TO RENTED PREMISES$ CLAIMS MADE OCCURMED EXP
(Any one person)$PERSONAL & ADV INJURY$GENERAL AGGREGATE$RETRO DATE FOR CLAIMS MADEPRODUCTS — COMP/OP AGG
$AUTOMOBILE LIABILITYCOMBINED SINGLE LIMIT$ ANY AUTOBODILY INJURY (Per person)$ ALL OWNED AUTOSBODILY INJURY
(Per accident)$ SCHEDULED AUTOSPROPERTY DAMAGE$ HIRED AUTOSMEDICAL PAYMENTS$ NON-OWNED AUTOSPERSONAL INJURY PROT
$ UNINSURED MOTORIST$ $AUTO PHYSICAL DAMAGE DEDUCTIBLE VEHICLES SCHEDULED VEHICLES ACTUAL CASH VALUE COLLISION:
STATED AMOUNT$ OTHER THAN COL: OTHERGARAGE LIABILITYAUTO ONLY — EA ACCIDENT$ ANY AUTOOTHER THAN AUTO ONLY:EACH
ACCIDENT$AGGREGATE$EXCESS LIABILITYEACH OCCURRENCE$ UMBRELLA FORMAGGREGATE$ OTHER THAN UMBRELLA FORMRETRO DATE FOR
CLAIMS MADE:SELF-INSURED RETENTION$WORKER’S COMPENSATION AND EMPLOYER’S LIABILITY WC STATUTORY LIMITSE.L. EACH
ACCIDENT$E.L. DISEASE — EA EMPLOYEE$E.L. DISEASE — POLICY LIMIT$SPECIAL CONDITIONS OTHER COVERAGESCalifornia Excess
Earthquake Policy: #MQE0101854 Refer to the attachments for the policy coverages, terms & conditionsFEES$TAXES
$ESTIMATED TOTAL PREMIUM$NAME & ADDRESS
TO WHOM IT MAY CONCERN MORTGAGEE ADDITIONAL INSURED LOSS PAYEE LOAN #AUTHORIZED REPRESENTATIVE /s/ John R. Drew
NOTE: IMPORTANT STATE INFORMATION ON REVERSE SIDE













 








NAMED INSURED LISTING




Bakers Footwear Group, Inc.




30









 





EXCESS PROPERTY (EARTHQUAKE) POLICY OUTLINE




LOCATION INSURED:




	 	•	 	Loc. Nos. 1-41: Per the Attached Schedule of Locations





PERILS INSURED:




	 	•	 	Peril of Earthquake. (Subject to the policy terms, conditions and exclusions)





COVERAGE AMOUNT:




	 	•	 	$4,000,000/ Occurrence and Annual Aggregate Excess of $1,000,000.





DEDUCTIBLE:





	 	•	 	$1,000,000.





MAJOR CONDITIONS:





	 	•	 	Coverage amount applies on a Blanket Basis to Personal Property, Business Income and
Extra Expense Coverages.
	 
	 	•	 	Valuations:






	 	•	 	Personal Property at Replacement Cost
	 
	 	•	 	Time Element at Actual Loss Sustained






	 	•	 	No Co-Insurance Coverage Form
	 
	 	•	 	30 Day Cancellation or Non-Renewal Notice; except for non-payment of premium,
which is 10 days.





EXCLUSIONS INCLUDED BUT ARE NOT LIMITED TO:




	 	•	 	Asbestos
	 
	 	•	 	Building Ordinance or Law
	 
	 	•	 	Pollution
	 
	 	•	 	Y2K
	 
	 	•	 	Peril of Flood
	 
	 	•	 	Contamination
	 
	 	•	 	Absolute Mold Exclusion
	 
	 	•	 	Terrorism, War & Military Action
	 
	 	•	 	Other Exclusions and Limitations as Set Forth in the Policy






31









 












KEWBAKERS FOOTWEAR GROUP, INC.

STORE SCHEDULE

-CALIFORNIA-




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	COST	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	INVENTORY	 	LHI @	 	FFE @	 	Total Pers. Prop.	 	 
	Store	 	Chain	 	Mail_Name	 	Address1	 	Address2	 	City	 	State	 	Zip	 	@ 02/03/07	 	02/03/07	 	02/03/07	 	Amt.	 	BI/FEE AMT.
	2861
	 	Wild Pair	 	BURBANK TOWN CENTER	 	201 EAST MAGNOLIA BLVD	 	 	 	BURBANK	 	CA	 	 	91502	 	 	 	110,659	 	 	 	112,427.75	 	 	 	108,894.21	 	 	 	331,980.46	 	 	 	114,000	 
	2915
	 	Bakers	 	PLAZA BONITA	 	3030 PLAZA BONITA RD	 	#1252	 	NATIONAL CITY	 	CA	 	 	91950	 	 	 	78,754	 	 	 	58,813.90	 	 	 	64,693.35	 	 	 	202,260.75	 	 	 	162,000	 
	2919
	 	Bakers	 	SECOND STREET	 	228 2ND ST	 	 	 	CALEXICO	 	CA	 	 	92231	 	 	 	94,944	 	 	 	121,621.24	 	 	 	101,220.21	 	 	 	317,785.64	 	 	 	131,000	 
	2953
	 	Bakers	 	TANFORAN, SHOPS AT	 	1140 EL CAMINO REAL	 	SPACE NO. 134	 	SAN BRUNO	 	CA	 	 	94066	 	 	 	63,973	 	 	 	285,452.66	 	 	 	115,913.55	 	 	 	465,339.41	 	 	 	133,000	 
	2967
	 	Bakers	 	FRESNO FASHION FAIR	 	603 EAST SHAW AVE	 	SPACE D8	 	FRESNO	 	CA	 	 	93710	 	 	 	80,030	 	 	 	246,897.68	 	 	 	133,754.42	 	 	 	460,681.66	 	 	 	143,000	 
	3842
	 	Bakers	 	ONTARIO MILLS	 	ONE MILLS CIRCLE	 	SUITE 1015	 	ONTARIO	 	CA	 	 	91764	 	 	 	106,923	 	 	 	60,783.08	 	 	 	55,199.82	 	 	 	222,906.16	 	 	 	221,000	 
	3843
	 	Bakers	 	VICTORIA GARDENS	 	7820 KEW AVENUE	 	 	 	RANCHO CUCAN	 	CA	 	 	91739	 	 	 	165,294	 	 	 	272,863.85	 	 	 	93,555.38	 	 	 	531,713.22	 	 	 	100,000	 
	3844
	 	Bakers	 	THE PROMENDADE SHOPS AT DOS LAGOS	 	2785 CABOT DR	 	SUITE 160	 	CORONA	 	CA	 	 	92883	 	 	 	120,589	 	 	 	398,967.92	 	 	 	139,605.15	 	 	 	659,142.46	 	 	 	323,000	 
	3848
	 	Bakers	 	NORTHRIDGE FASHION CTR	 	9301 TAMPA AVE	 	 	 	NORTHRIDGE	 	CA	 	 	91324	 	 	 	125,627	 	 	 	193,037.13	 	 	 	131,602.76	 	 	 	450,267.26	 	 	 	319,000	 
	3849
	 	Bakers	 	LOS CERRITOS	 	350 LOS CERRITOS	 	 	 	CERRITOS	 	CA	 	 	90703	 	 	 	148,206	 	 	 	169,396.48	 	 	 	88,680.14	 	 	 	406,282.46	 	 	 	365,000	 
	3851
	 	Bakers	 	DEL AMO FASHION CTR	 	21712 HAWTHORNE BOULEVARD	 	238 DEL AMO FASHION CENTER	 	TORRANCE	 	CA	 	 	90503	 	 	 	67,910	 	 	 	134,350.38	 	 	 	70,782.19	 	 	 	273,042.39	 	 	 	111,000	 
	3853
	 	Wild Pair	 	DEL AMO FASHION CTR	 	3825 CARSON ST	 	SPACE 81	 	TORRANCE	 	CA	 	 	90503	 	 	 	145,400	 	 	 	313,064.34	 	 	 	271,027.64	 	 	 	729,491.85	 	 	 	332,000	 
	3856
	 	Bakers	 	STONEWOOD S/C	 	238 STONEWOOD ST	 	 	 	DOWNEY	 	CA	 	 	90241	 	 	 	130,742	 	 	 	80,392.04	 	 	 	85,844.20	 	 	 	296,978.43	 	 	 	272,000	 
	3857
	 	Bakers	 	OAKS, THE	 	222 WEST HILLCREST DRIVE	 	SPACE #K017	 	THOUSAND OAK	 	CA	 	 	91360	 	 	 	94,004	 	 	 	259,998.72	 	 	 	129,527.05	 	 	 	483,529.32	 	 	 	261,000	 
	3864
	 	Bakers	 	MONTEBELLO T/C	 	1820 MONTEBELLO T/C	 	 	 	MONTEBELLO	 	CA	 	 	90640	 	 	 	146,279	 	 	 	179,289.23	 	 	 	72,118.54	 	 	 	397,687.24	 	 	 	335,000	 
	3866
	 	Bakers	 	GALLERIA AT SOUTH BAY	 	1815 HAWTHORNE BLVD	 	SPACE 254	 	REDONDO BEACH	 	CA	 	 	90278	 	 	 	75,489	 	 	 	51,893.37	 	 	 	131,695.13	 	 	 	259,077.57	 	 	 	143,000	 
	3767
	 	Bakers	 	TOPANGA PLAZA	 	6600 TOPANGA CANYON BLVD	 	SPACE #2016	 	CANOGA PARK	 	CA	 	 	91303	 	 	 	128,078	 	 	 	314,551.20	 	 	 	146,278.84	 	 	 	588,906.01	 	 	 	262,000	 
	3868
	 	Wild Pair	 	TOPANGA PLAZA	 	6600 TOPANGA CANYON BLVD	 	SPACE #2050	 	CANOGA PARK	 	CA	 	 	91303	 	 	 	169,000	 	 	 	287,325.31	 	 	 	172,877.69	 	 	 	629,203.13	 	 	 	83,000	 
	3875
	 	Bakers	 	BALDWIN PLAZA	 	CRENSHAW PL. SUITE 118	 	3650 W. MARTIN LUTHER KING JR	 	LOS ANGELES	 	CA	 	 	90008	 	 	 	71,577	 	 	 	60,635.85	 	 	 	58,090.26	 	 	 	190,303.11	 	 	 	181,000	 
	3879
	 	Bakers	 	LAKEWOOD CENTER	 	90 LAKEWOOD CTR	 	 	 	LAKEWOOD	 	CA	 	 	90712	 	 	 	82,280	 	 	 	171,516.92	 	 	 	89,124.53	 	 	 	342,921.32	 	 	 	186,000	 
	3884
	 	Bakers	 	FOX HILLS MALL	 	188 FOX HILLS MALL	 	 	 	CULVER CITY	 	CA	 	 	90230	 	 	 	128,953	 	 	 	218,353.14	 	 	 	96,715.59	 	 	 	444,021.31	 	 	 	312,000	 
	3894
	 	Wild Pair	 	THE BLOCK AT ORANGE	 	20 CITY DR BLVD	 	SPACE 609	 	ORANGE	 	CA	 	 	92868	 	 	 	57,958	 	 	 	54,345.06	 	 	 	73,530.07	 	 	 	185,833.22	 	 	 	47,000	 
	3895
	 	Bakers	 	THE BLOCK AT ORANGE	 	20 CITY DR BLVD	 	SPACE 306	 	ORANGE	 	CA	 	 	92868	 	 	 	119,833	 	 	 	60,919.72	 	 	 	63,602.43	 	 	 	244,355.44	 	 	 	262,000	 
	3899
	 	Bakers	 	SANTA ANITA	 	400 SOUTH BALDWIN AVENUE	 	SUITE 704-L	 	ARCADIA	 	CA	 	 	91007	 	 	 	82,670	 	 	 	189,785.15	 	 	 	73,462.71	 	 	 	345,917.81	 	 	 	191,000	 
	3900
	 	Bakers	 	GLENDALE GALLERIA	 	2132 GLENDALE GALLERIA	 	GU-13	 	GLENDALE	 	CA	 	 	91210	 	 	 	159,717	 	 	 	121,808.80	 	 	 	100,333.55	 	 	 	381,859.70	 	 	 	406,000	 
	3901
	 	Wild Pair	 	GLENDALE GALLERIA	 	2170 GLENDALE GALLERIA	 	 	 	GLENDALE	 	CA	 	 	91210	 	 	 	108,584	 	 	 	229,039.52	 	 	 	173,406.62	 	 	 	511,032.20	 	 	 	171,000	 
	3902
	 	Leeds	 	VALLEY PLAZA	 	2701 MING AVE #27	 	B-11	 	BAKERSFIELD	 	CA	 	 	93304	 	 	 	118,937	 	 	 	194,231.17	 	 	 	112,355.26	 	 	 	425,523.61	 	 	 	167,000	 
	3905
	 	Bakers	 	PLAZA AT W COVINA	 	280 PLAZA DR	 	 	 	WEST COVINA	 	CA	 	 	91790	 	 	 	122,088	 	 	 	65,630.94	 	 	 	60,549.10	 	 	 	248,168.52	 	 	 	278,000	 
	3907
	 	Bakers	 	IRVINE SPECTRUM	 	83 FORTUNE DRIVE	 	SUITE 211	 	IRVINE	 	CA	 	 	92618	 	 	 	86,001	 	 	 	188,324.07	 	 	 	123,977.05	 	 	 	398,302.53	 	 	 	183,000	 
	3919
	 	Bakers	 	IMPERIAL VALLEY MALL	 	#1522	 	3451 S DOGWOOD AVE	 	EL CENTRO	 	CA	 	 	92243	 	 	 	77,161	 	 	 	210,239.04	 	 	 	90,592.11	 	 	 	377,992.22	 	 	 	173,000	 
	3920
	 	Bakers	 	OAKRIDGE MALL	 	925 BLOSSOM HILL ROAD	 	SPACE 1265	 	SAN JOSE	 	CA	 	 	95123	 	 	 	47,231	 	 	 	145,753.09	 	 	 	52,198.16	 	 	 	245,182.08	 	 	 	108,000	 
	3928
	 	Bakers	 	EASTRIDGE MALL	 	142 EASTRIDGE MALL	 	SPACE 1084	 	SAN JOSE	 	CA	 	 	95122	 	 	 	57,024	 	 	 	280,934.24	 	 	 	125,418.92	 	 	 	463,377.11	 	 	 	149,000	 
	3834
	 	Bakers	 	ARDEN FAIR MALL	 	1689 ARDEN WAY	 	#2072	 	SACRAMENTO	 	CA	 	 	95815	 	 	 	98,715	 	 	 	194,560.05	 	 	 	99,459.55	 	 	 	392,734.23	 	 	 	268,000	 
	3842
	 	Bakers	 	HILLTOP MALL	 	1310 HILLTOP MALL RD	 	SPACE B-110	 	RICHMOND	 	CA	 	 	94806	 	 	 	58,468	 	 	 	83,551.08	 	 	 	69,779.27	 	 	 	211,798.26	 	 	 	127,000	 
	3845
	 	Bakers	 	SUNVALLEY MALL	 	420 SUNVALLEY MALL	 	A-210 SUNVALLEY MALL	 	CONCORD	 	CA	 	 	94520	 	 	 	63,613	 	 	 	177,478.26	 	 	 	82,771.07	 	 	 	323,862.73	 	 	 	187,000	 
	3848
	 	Bakers	 	NEW PARK MALL	 	2086 NEW PARK MALL	 	SPACE #1106	 	NEWARK	 	CA	 	 	94560	 	 	 	48,388	 	 	 	230,415.13	 	 	 	125,919.89	 	 	 	404,722.84	 	 	 	176,000	 
	3850
	 	Bakers	 	SAN FRANCISCO CENTRE	 	865 MARKET ST	 	SPACE #310	 	SAN FRANCISCO	 	CA	 	 	94103	 	 	 	174,892	 	 	 	262,713.77	 	 	 	140,827.25	 	 	 	578,433.16	 	 	 	289,000	 
	3854
	 	Bakers	 	SOUTHLAND MALL	 	559 SOUTHLAND MALL	 	 	 	HAYWARD	 	CA	 	 	94545	 	 	 	68,114	 	 	 	189,659.13	 	 	 	78,999.61	 	 	 	336,773.00	 	 	 	203,000	 
	3856
	 	Bakers	 	VALLEY FAIR MALL	 	2855 STEVENS CREEK BLVD	 	SPACE 2509	 	SANTA CLARA	 	CA	 	 	95050	 	 	 	50,757	 	 	 	130,719.36	 	 	 	106,152.02	 	 	 	287,628.45	 	 	 	150,000	 
	3858
	 	Bakers	 	SERRAMONTE CENTER	 	115 SERRAMONTE CTR	 	 	 	DALY CITY	 	CA	 	 	94015	 	 	 	90,544	 	 	 	237,266.78	 	 	 	127,703.27	 	 	 	455,513.90	 	 	 	189,000	 
	3860
	 	Bakers	 	STONEBRIDGE SHOPPING CTR	 	ONE STONEBRIDGE MALL	 	SPACE A-212	 	PLEASANTON	 	CA	 	 	94566	 	 	 	90,819	 	 	 	227,003.78	 	 	 	137,581.74	 	 	 	455,404.59	 	 	 	210,000	 
	 	 	 	 	 	 	 	 	 	 	CA Total
	 	 	 	 	 	 	4,116,206	 	 	 	7,465,910.53	 	 	 	4,375,822.50	 	 	 	15,957,938.76	 	 	 	8,423,000	 







1









 













CONDITIONS




This Company binds the kind(s) of insurance stipulated on the reverse side. The Insurance is
subject to the terms, conditions and limitations of the policy(ies) in current use by the
Company.



This binder may be cancelled by the Insured by surrender of this binder or by written notice to
the Company stating when cancellation will be effective. This binder may be cancelled by the
Company by notice to the Insured in accordance with the policy conditions. This binder is
cancelled when replaced by a policy. If this binder is not replaced by a policy, the Company is
entitled to charge a premium for the binder according to the Rules and Rates in use by the
Company.



Applicable in California




When this form is used to provide insurance in the amount of one million dollars ($1,000,000) or
more, the title of the form is changed from “Insurance Binder” to “Cover Note”.



Applicable in Colorado




With respect to binders issued to renters of residential premises, home owners, condo unit
owners and mobile home owners, the insurer has thirty (30) business days, commencing from the
effective date of coverage, to evaluate the issuance of the insurance policy.



Applicable in Delaware




The mortgagee or Obligee of any mortgage or other instrument given for the purpose of creating a
lien on real property shall accept as evidence of insurance a written binder issued by an
authorized insurer or its agent if the binder includes or is accompanied by: the name and
address of the borrower; the name and address of the lender as loss payee; a description of the
insured real property; a provision that the binder may not be canceled within the term of the
binder unless the lender and the insured borrower receive written notice of the cancel-lation at
least ten (10) days prior to the cancellation; except in the case of a renewal of a policy
subsequent to the closing of the loan, a paid receipt of the full amount of the applicable
premium, and the amount of insurance coverage.



Chapter 21 Title 25 Paragraph 2119




Applicable in Florida




Except for Auto Insurance coverage, no notice of cancellation or nonrenewal of a binder is
required unless the duration of the binder exceeds 60 days. For auto insurance, the insurer must
give 5 days prior notice, unless the binder is replaced by a policy or another binder in the
same company.



Applicable in Nevada




Any person who refuses to accept a binder which provides coverage of less than $1,000,000.00
when proof is required: (A) Shall be fined not more than $500.00, and (B) is liable to the party
presenting the binder as proof of insurance for actual damages sustained therefrom.

















 









	INSURANCE BINDERDATE (MM/DD/YYYY) 01/30/2008THIS BINDER IS A TEMPORARY
INSURANCE CONTRACT, SUBJECT TO THE CONDITIONS SHOWN ON THE REVERSE SIDE OF THIS
FORM.AGENCY Smith & McLaughlin, Inc. The Daniel & Henry Company 1001 Highlands Plaza Dr
West St. Louis MO 63110 Smith & McLaughlin, Inc.COMPANY The Hartford #84-530502BINDER
#EFFECTIVEEXPIRATIONDATETIMEDATETIME6/30/0712:01XAM06/30/08X12:01 AMPMNOONPHONE (A/C, No.
Ext): 314-421-1525FAX (A/C,No.):THIS BINDER IS ISSUED TO EXTEND COVERAGE IN THE ABOVE NAMED
COMPANY PER EXPIRING POLICY #:CODE: XW232SUB CODE:AGENCY CUSTOMER ID: BAKER04DESCRIPTION OF
OPERATIONS/PROPERTY (Including Location) Retail Sales of Shoes and Related AccessoriesINSUREDBakers
Footwear Group, Inc. 2815 Scott Avenue St. Louis MO 63103 COVERAGESLIMITS
TYPE OF INSURANCECOVERAGE/FORMSDEDUCTIBLECOINS %AMOUNTPROPERTY CAUSES OF LOSS BASIC BASIC SPEC
GENERAL LIABILITYEACH OCCURRENCE$ COMMERCIAL GENERAL LIABILITYDAMAGE TO RENTED PREMISES$ CLAIMS MADE
OCCURMED EXP (Any one person)$PERSONAL & ADV INJURY$GENERAL AGGREGATE$RETRO DATE FOR CLAIMS MADEPRODUCTS -
COMP/OP AGG$AUTOMOBILE LIABILITYCOMBINED SINGLE LIMIT$ ANY AUTOBODILY INJURY (Per person)$ ALL OWNED
AUTOSBODILY INJURY (Per accident)$ SCHEDULED AUTOSPROPERTY DAMAGE$ HIRED AUTOSMEDICAL PAYMENTS$ NON-OWNED
AUTOSPERSONAL INJURY PROT$ UNINSURED MOTORIST$ $AUTO PHYSICAL DAMAGE DEDUCTIBLE VEHICLES SCHEDULED VEHICLES
ACTUAL CASH VALUE COLLISION: ___STATED AMOUNT$ OTHER THAN COL: OTHERGARAGE LIABILITYAUTO ONLY
- EA ACCIDENT$ ANY AUTOOTHER THAN AUTO ONLY:EACH ACCIDENT$AGGREGATE$EXCESS LIABILITYEACH OCCURRENCE$ UMBRELLA
FORMAGGREGATE$ OTHER THAN UMBRELLA FORMRETRO DATE FOR CLAIMS MADE:SELF-INSURED RETENTION$WORKER’S COMPENSATION
AND EMPLOYER’S LIABILITY WC STATUTORY LIMITSE.L. EACH ACCIDENT$E.L. DISEASE — EA EMPLOYEE$E.L. DISEASE — POLICY
LIMIT$SPECIAL CONDITIONS OTHER COVERAGESBoiler and Machinery (Equipment Breakdown) Policy: # FBP2245462 Refer
to the attachments for the policy coverages, terms & conditionsFEES$TAXES$ESTIMATED TOTAL PREMIUM$NAME & ADDRESS
TO WHOM IT MAY CONCERN MORTGAGEE ADDITIONAL INSURED LOSS PAYEE LOAN #AUTHORIZED REPRESENTATIVE /s/ John R. Drew
NOTE: IMPORTANT STATE INFORMATION ON REVERSE SIDE















 








BOILER & MACHINERY INSURANCE POLICY OUTLINE




	 	 	 
	Locations Insured:

	 	•   Per attached schedule of leased locations






	 	 	 	 	 
	Coverages	 	Limit
	Equipment Breakdown Limit
	 	$	5,439,000.	 
	Property Damage
	 	$	3,189,000.	 
	Business Income
	 	$	1,250,000.	 
	Extra Expense
	 	$	1,000,000.	 
	Expediting Expenses
	 	$	25,000.	 
	Hazardous Substances
	 	$	25.000.	 
	Perishable Goods
	 	$	25,000.	 
	CFC Refrigerants
	 	$	Policy Limits
	Service Interruption
	 	$	100,000.	 
	Ordinance or Law
	 	$	25,000.	 
	Demolition
	 	$	50,000.	 






Deductibles:




	 	 	 
	•   Direct Damage Coverages:

	 	$1,500 Except:
	•   Air Conditioning & Refrigerating Systems:

	 	$25 per horsepower, $1,500 minimum
	•   Indirect Coverages:

	 	24 hours Waiting Period






Major Conditions:





	•	 	H.S.B.’s Freestyle Policy Form
	 
	•	 	Comprehensive Coverage Form (Excluding Production Equipment)
	 
	•	 	Valuation: Cost to Repair or Replace — whichever is less
	 
	•	 	Cancellation Provisions:






	 	•	 	10 Days Notice of Cancellation for Non-Payment of Premium.
	 
	 	•	 	30 Days Notice of Cancellation for fraud, material misrepresentation, violation of
terms or conditions, change in conditions, insurance company insolvency or loss of
reinsurance.
	 
	 	•	 	60 Days Notice of Cancellation for Other Reasons.






	•	 	Business Income Coinsurance: Waived until 6/30/2007 (Will need to get extended to 6/30/08)
	 
	•	 	Coverage included for Certified Foreign Acts of Terrorism





Partial Listing of Exclusions:





	•	 	Flood
	 
	•	 	Earthquake
	 
	•	 	Ordinance of Law
	 
	•	 	Computer Date Recognition Exclusion
	 
	•	 	Service Interruption
	 
	•	 	Nuclear Hazard
	 
	•	 	War and Military Action
	 
	•	 	Testing
	 
	•	 	Spoilage Coverage
	 
	•	 	Other Exclusions and Limitations as Set Forth in policy.










35









 











BOILER & MACHINERY SCHEDULE OF LOCATIONS




	 	 	 	 	 
	Location #	 	Insured Store #	 	Street Address
	(1 )
	 	Bakers # 2730
	 	114 East Flagler Street

Miami, FL 33131
	 	 	 	 	 
	(2)
	 	Bakers # 2050
	 	133 South State Street

Chicago, IL 60603
	 	 	 	 	 
	(3)
	 	Bakers # 2580
	 	358-362 Fifth Avenue

New York, NY 10001







36









 













CONDITIONS




This Company binds the kind(s) of insurance stipulated on the reverse side. The Insurance is
subject to the terms, conditions and limitations of the policy(ies) in current use by the Company.



This binder may be cancelled by the Insured by surrender of this binder or by written notice to the
Company stating when cancellation will be effective. This binder may be cancelled by the Company by
notice to the Insured in accordance with the policy conditions. This binder is cancelled when
replaced by a policy. If this binder is not replaced by a policy, the Company is entitled to charge
a premium for the binder according to the Rules and Rates in use by the Company.



Applicable in California




When this form is used to provide insurance in the amount of one million dollars ($1,000,000) or
more, the title of the form is changed from “Insurance Binder” to “Cover Note”.



Applicable in Colorado




With respect to binders issued to renters of residential premises, home owners, condo unit owners
and mobile home owners, the insurer has thirty (30) business days, commencing from the effective
date of coverage, to evaluate the issuance of the insurance policy.



Applicable in Delaware




The mortgagee or Obligee of any mortgage or other instrument given for the purpose of creating a
lien on real property shall accept as evidence of insurance a written binder issued by an
authorized insurer or its agent if the binder includes or is accompanied by: the name and address
of the borrower; the name and address of the lender as loss payee; a description of the insured
real property; a provision that the binder may not be canceled within the term of the binder
unless the lender and the insured borrower receive written notice of the cancel-lation at least
ten (10) days prior to the cancellation; except in the case of a renewal of a policy subsequent
to the closing of the loan, a paid receipt of the full amount of the applicable premium, and the
amount of insurance coverage.



Chapter 21 Title 25 Paragraph 2119




Applicable in Florida




Except for Auto Insurance coverage, no notice of cancellation or non renewal of a binder is
required unless the duration of the binder exceeds 60 days. For auto insurance, the insurer must
give 5 days prior notice, unless the binder is replaced by a policy or another binder in the same
company.



Applicable in Nevada




Any person who refuses to accept a binder which provides coverage of less than $1,000,000.00 when
proof is required: (A) Shall be fined not more than $500.00, and (B) is liable to the party
presenting the binder as proof of insurance for actual damages sustained therefrom.

















 









	INSURANCE BINDERDATE (MM/DD/YYYY) 01/30/2008THIS BINDER
IS A TEMPORARY INSURANCE CONTRACT, SUBJECT TO THE CONDITIONS SHOWN
ON THE REVERSE SIDE OF THIS FORM.AGENCY Smith & McLaughlin, Inc. The Daniel
& Henry Company 1001 Highlands Plaza Dr West St. Louis MO 63110 Smith & McLaughlin,
Inc.COMPANY One Beacon America Ins CoBINDER #EFFECTIVEEXPIRATIONDATETIMEDATETIME6/30/0712
:01XAM06/30/08X12:01 AMPMNOONPHONE (A/C, No. Ext): 314-421-1525FAX (A/C,No.):THIS BINDER IS
ISSUED TO EXTEND COVERAGE IN THE ABOVE NAMED COMPANY PER EXPIRING POLICY #:CODE:SUB CODE:AGENCY
CUSTOMER ID: BAKER04DESCRIPTION OF OPERATIONS/PROPERTY (Including Location) Retail Sales of Shoes
and Related AccessoriesINSUREDBakers Footwear Group, Inc. 2815 Scott Avenue St. Louis MO 63103
COVERAGESLIMITS
TYPE OF INSURANCECOVERAGE/FORMSDEDUCTIBLECOINS %
AMOUNTPROPERTY CAUSES OF LOSS BASIC BASIC SPECGENERAL LIABILITYEACH
OCCURRENCE$ COMMERCIAL GENERAL LIABILITYDAMAGE TO RENTED PREMISES$ CLAIMS MADE
OCCURMED EXP (Any one person)$PERSONAL & ADV INJURY$GENERAL AGGREGATE$RETRO DATE FOR
CLAIMS MADEPRODUCTS — COMP/OP AGG$AUTOMOBILE LIABILITYCOMBINED SINGLE LIMIT$ ANY AUTOBODILY
INJURY (Per person)$ ALL OWNED AUTOSBODILY INJURY (Per accident)$ SCHEDULED AUTOSPROPERTY DAMAGE$
HIRED AUTOSMEDICAL PAYMENTS$ NON-OWNED AUTOSPERSONAL INJURY PROT$ UNINSURED MOTORIST$ $AUTO PHYSICAL
DAMAGE DEDUCTIBLE VEHICLES SCHEDULED VEHICLES ACTUAL CASH VALUE COLLISION: ___STATED
AMOUNT$ OTHER THAN COL: OTHERGARAGE LIABILITYAUTO ONLY — EA ACCIDENT$ ANY AUTOOTHER THAN AUTO ONLY:EACH
ACCIDENT$AGGREGATE$EXCESS LIABILITYEACH OCCURRENCE$ UMBRELLA FORMAGGREGATE$ OTHER THAN UMBRELLA FORMRETRO
DATE FOR CLAIMS MADE:SELF-INSURED RETENTION$WORKER’S COMPENSATION AND EMPLOYER’S LIABILITY WC STATUTORY
LIMITSE.L. EACH ACCIDENT$1,000,000E.L. DISEASE — EA EMPLOYEE$1,000,000E.L. DISEASE — POLICY LIMIT$1,000,000
SPECIAL CONDITIONS OTHER COVERAGESWorkers Compensation Policy: #406-01-80-97-0000 Refer to the attachments
for the policy coverages, terms & conditionsFEES$TAXES$ESTIMATED TOTAL PREMIUM$NAME & ADDRESS
TO WHOM IT MAY CONCERN MORTGAGEE ADDITIONAL INSURED LOSS PAYEE LOAN #AUTHORIZED REPRESENTATIVE /s/ John R. Drew
F.NOTE: IMPORTANT STATE INFORMATION ON REVERSE SIDE
G.
H.
NOTE: IMPORTANT STATE INFORMATION ON REVERSE SIDE













 








WORKERS COMPENSATION POLICY OUTLINE, CONT’D




(All States Except Rhode Island)




Policy Coverages:




	 	 	 
	Named Insured:

	 	Bakers Footwear Group, Inc.
	Policy No:

	 	406-01-80-97-0000 
	Policy Period:

	 	06/30/07 — 06/30/08 
	Company:

	 	The One Beacon America Insurance Co.
	 
	 	 
	Coverage:

	 	Workers Compensation Insurance: Part One applies to the
Workers Compensation Law for the states listed below:






	 	 	 	 	 	 	 
	Alabama

	 	Idaho
	 	Minnesota
	 	Oklahoma
	Arizona

	 	Illinois
	 	Missouri
	 	Pennsylvania
	Arkansas

	 	Indiana
	 	Nebraska
	 	South Carolina
	California

	 	Kansas
	 	Nevada
	 	Tennessee
	Colorado

	 	Kentucky
	 	New Hampshire
	 	Texas
	Connecticut

	 	Louisiana
	 	New Jersey
	 	Utah
	Delaware

	 	Maryland
	 	New Mexico
	 	Virginia
	Florida

	 	Massachusetts
	 	New York
	 	Wisconsin
	Georgia

	 	Michigan
	 	North Carolina	 	 






Employers Liability Insurance (Part Two) applies to work in each state listed above.


The limits of liability are:



	 	 	 	 	 	 	 
	Bodily Injury by Accident
	 	$	1,000,000	 	 	Each Accident
	Bodily Injury by Disease
	 	$	1,000,000	 	 	Policy Limit
	Bodily Injury by Disease
	 	$	1,000,000	 	 	Each Employee







			
	Other State Insurance (Part Three):	 	All States except: Maine, North Dakota, Ohio,
Washington, West Virginia, and states
designated in Part One.





Additional Conditions:





	•	 	Foreign Coverage Provided within the International Human Resources Endorsement.
	 
	•	 	Cancellation Provisions:






	 	•	 	10 Days Notice of Cancellation for Non-Payment of Premium.
	 
	 	•	 	30 Days Notice of Cancellation for fraud, material misrepresentation, violation of terms
or conditions, change in conditions, insurance company insolvency or loss of reinsurance.
	 
	 	•	 	90 Days Notice of Cancellation for Other Reasons.






	•	 	Voluntary Compensation & Employers Liability Endorsement.
	 
	•	 	2007 Experience Modification Rating Factor: .79 (Tentative)

   MI=1.00; NJ=. 863; PA=.844; DE=1.00; CA=.78
	 
	•	 	Terrorism Coverage Included







 




			
	Footnote:	 	The insured secures coverage for
employees in the states of Ohio and
Washington directly through the
respective State Fund.





39









 










CONDITIONS




This Company binds the kind(s) of insurance stipulated on the reverse side. The Insurance is
subject to the terms, conditions and limitations of the policy(ies) in current use by the
Company.



This binder may be cancelled by the Insured by surrender of this binder or by written notice to
the Company stating when cancellation will be effective. This binder may be cancelled by the
Company by notice to the Insured in accordance with the policy conditions. This binder is
cancelled when replaced by a policy. If this binder is not replaced by a policy, the Company is
entitled to charge a premium for the binder according to the Rules and Rates in use by the
Company.



Applicable in California




When this form is used to provide insurance in the amount of one million dollars ($1,000,000) or
more, the title of the form is changed from “Insurance Binder” to “Cover Note”.



Applicable in Colorado




With respect to binders issued to renters of residential premises, home owners, condo unit owners
and mobile home owners, the insurer has thirty (30) business days, commencing from the effective
date of coverage, to evaluate the issuance of the insurance policy.



Applicable in Delaware




The mortgagee or Obligee of any mortgage or other instrument given for the purpose of creating a
lien on real property shall accept as evidence of insurance a written binder issued by an
authorized insurer or its agent if the binder includes or is accompanied by: the name and address
of the borrower; the name and address of the lender as loss payee; a description of the insured
real property; a provision that the binder may not be canceled within the term of the binder
unless the lender and the insured borrower receive written notice of the cancel-
lation at least ten (10) days prior to the cancellation; except in the case of a renewal of a
policy subsequent to the closing of the loan, a paid receipt of the full amount of the applicable
premium, and the amount of insurance coverage.



Chapter 21 Title 25 Paragraph 2119




Applicable in Florida




Except for Auto Insurance coverage, no notice of cancellation or non renewal of a binder is
required unless the duration of the binder exceeds 60 days. For auto insurance, the insurer must
give 5 days prior notice, unless the binder is replaced by a policy or another binder in the same
company.



Applicable in Nevada




Any person who refuses to accept a binder which provides coverage of less than $1,000,000.00 when
proof is required: (A) Shall be fined not more than $500.00, and (B) is liable to the party
presenting the binder as proof of insurance for actual damages sustained therefrom.

















 









	INSURANCE BINDERDATE (MM/DD/YYYY) 01/30/2008THIS BINDER
IS A TEMPORARY INSURANCE CONTRACT, SUBJECT TO THE CONDITIONS SHOWN
ON THE REVERSE SIDE OF THIS FORM.AGENCY Smith & McLaughlin, Inc. The Daniel
& Henry Company 1001 Highlands Plaza Dr West St. Louis MO 63110 Smith & McLaughlin,
Inc.COMPANY C N ABINDER #EFFECTIVEEXPIRATIONDATETIMEDATETIME6/30/0712:01XAM06/30/08X12:01
AMPMNOONPHONE (A/C, No. Ext): 314-421-1525FAX (A/C,No.):THIS BINDER IS ISSUED TO EXTEND COVERAGE
IN THE ABOVE NAMED COMPANY PER EXPIRING POLICY #:CODE: A09485SUB CODE:AGENCY CUSTOMER ID:
BAKER04DESCRIPTION OF OPERATIONS/PROPERTY (Including Location) Retail Sales of Shoes and Related
AccessoriesINSUREDBakers Footwear Group, Inc. 2815 Scott Avenue St. Louis MO 63103 COVERAGESLIMITS
TYPE OF INSURANCECOVERAGE/FORMSDEDUCTIBLECOINS %AMOUNTPROPERTY CAUSES OF LOSS BASIC BASIC SPEC
GENERAL LIABILITYEACH OCCURRENCE$ COMMERCIAL GENERAL LIABILITYDAMAGE TO RENTED PREMISES$ CLAIMS MADE
OCCURMED EXP (Any one person)$PERSONAL & ADV INJURY$GENERAL AGGREGATE$RETRO DATE FOR CLAIMS MADEPRODUCTS
- COMP/OP AGG$AUTOMOBILE LIABILITYCOMBINED SINGLE LIMIT$ ANY AUTOBODILY INJURY (Per person)$ ALL OWNED
AUTOSBODILY INJURY (Per accident)$ SCHEDULED AUTOSPROPERTY DAMAGE$ HIRED AUTOSMEDICAL PAYMENTS$ NON-OWNED
AUTOSPERSONAL INJURY PROT$ UNINSURED MOTORIST$ $AUTO PHYSICAL DAMAGE DEDUCTIBLE VEHICLES SCHEDULED VEHICLES
ACTUAL CASH VALUE COLLISION: ___STATED AMOUNT$ OTHER THAN COL: OTHERGARAGE LIABILITYAUTO ONLY —
EA ACCIDENT$ ANY AUTOOTHER THAN AUTO ONLY:EACH ACCIDENT$AGGREGATE$EXCESS LIABILITYEACH OCCURRENCE$ UMBRELLA
FORMAGGREGATE$ OTHER THAN UMBRELLA FORMRETRO DATE FOR CLAIMS MADE:SELF-INSURED RETENTION$WORKER’S COMPENSATION
AND EMPLOYER’S LIABILITY WC STATUTORY LIMITSE.L. EACH ACCIDENT$15,000,000E.L. DISEASE — EA EMPLOYEE$15,000,000E.L.
DISEASE — POLICY LIMIT$10,000SPECIAL CONDITIONS OTHER COVERAGESUmbrella Liability Policy: #L-2090687790 Refer
to the attachments for the policy coverages, terms & conditionsFEES$TAXES$ESTIMATED TOTAL PREMIUM$NAME & ADDRESS
TO WHOM IT MAY CONCERN MORTGAGEE ADDITIONAL INSURED LOSS PAYEE LOAN #AUTHORIZED REPRESENTATIVE /s/ John R. Drew
I.NOTE: IMPORTANT STATE INFORMATION ON REVERSE SIDE
J.
K.
NOTE: IMPORTANT STATE INFORMATION ON REVERSE SIDE














 








NAMED INSURED LISTING




Bakers Footwear Group, Inc.




Weiss and Neuman Shoe Company (Inactive)




42









 





UMBRELLA LIABILITY INSURANCE POLICY OUTLINE




	 	 	 	 	 	 	 
	Limit of Liability:
	 	$	15,000,000	 	 	Each Occurrence
	 
	 	$	15,000,000	 	 	Aggregate
	 
	 	 	 	 	 	 
	Self-Insured Retention:
	 	$	10,000	 	 	Each Occurrence
	 
	 	 	 	 	 	 
	Required Primary Coverages:
	 	 	 	 	 	 
	•    General Liability:
	 	$	1,000,000	 	 	Each Occurrence
	 
	 	$	2,000,000	 	 	General Aggregate
	 
	 	     (Other than Products / Completed Operations)
	 
	 	$	2,000,000	 	 	Products / Completed Operations
	 
	 	 	 	 	 	 
	•    Automobile Liability:
	 	$	1,000,000	 	 	Combined Single Limit
	 
	 	 	 	 	 	 
	•    Employers Liability:
	 	$	1,000,000	 	 	Each Accident
	 
	 	$	1,000,000	 	 	Disease — Policy Limit
	 
	 	$	1,000,000	 	 	Disease — Each Employee
	 
	 	 	 	 	 	 
	•    Employee Benefit Liability:
	 	$	1,000,000	 	 	Each Claim
	 
	 	$	2,000,000	 	 	Annual Aggregate
	 
	 	 	 	 	 	 
	•    Foreign Contingent Automotive Liability:
	 	$	1,000,000	 	 	Each Accident / CSL
	 
	 	 	 	 	 	 
	•    Foreign Employers Liability:
	 	$	1,000,000	 	 	Bodily Injury by Accident — Each Accident
	 
	 	$	1,000,000	 	 	Bodily Injury by Disease — Each Employee
	 
	 	$	1,000,000	 	 	Bodily Injury by Disease — Policy Limit







MAJOR CONDITIONS:




	•	 	Employee Benefit Liability — Following Form
	 
	•	 	General Aggregate Limit per Location — Following Form
	 
	•	 	Defense Costs Outside Limits
	 
	•	 	Drop Down Provision
	 
	•	 	Coverage Included for Certified Acts of Terrorism.
	 
	•	 	Flat Premium Charge
	 
	•	 	Cancellation Provisions:






	 	•	 	10 Days Notice of Cancellation for Non-Payment of Premium.
	 
	 	•	 	30 Days Notice of Cancellation for fraud, material misrepresentation, violation
of terms or conditions, change in conditions, insurance company insolvency or loss
of reinsurance.
	 
	 	•	 	60 Days Notice of Cancellation for Other Reasons.










43









 











UMBRELLA LIABILITY INSURANCE POLICY OUTLINE, CONT’D




PARTIAL LISTING OF EXCLUSIONS:





	•	 	ERISA/CORBA
	 
	•	 	Employment Related Practices Liability
	 
	•	 	Asbestos
	 
	•	 	Computer Date Recognition Pollution
	 
	•	 	Care Custody and Control — Real and Personal Property
	 
	•	 	Professional Services Errors & Omissions
	 
	•	 	Intellectual Property
	 
	•	 	Biological Agents (Fungus / Mold)
	 
	•	 	War Liability
	 
	•	 	Lead Liability
	 
	•	 	Other Exclusions and Limitations as Set Forth in Policy.





44









 










CONDITIONS




This Company binds the kind(s) of insurance stipulated on the reverse side. The Insurance is
subject to the terms, conditions and limitations of the policy(ies) in current use by the
Company.



This binder may be cancelled by the Insured by surrender of this binder or by written notice to
the Company stating when cancellation will be effective. This binder may be cancelled by the
Company by notice to the Insured in accordance with the policy conditions. This binder is
cancelled when replaced by a policy. If this binder is not replaced by a policy, the Company is
entitled to charge a premium for the binder according-to the Rules and Rates in use by the
Company.



Applicable in California




When this form is used to provide insurance in the amount of one million dollars ($1,000,000) or
more, the title of the form is changed from “Insurance Binder” to “Cover Note”.



Applicable in Colorado




With respect to binders issued to renters of residential premises, home owners, condo unit owners
and mobile home owners, the insurer has thirty (30) business days, commencing from the effective
date of coverage, to evaluate the issuance of the insurance policy.



Applicable in Delaware




The mortgagee or Obligee of any mortgage or other instrument given for the purpose of creating a
lien on real property shall accept as evidence of insurance a written binder issued by an
authorized insurer or its agent if the binder includes or is accompanied by: the name and address
of the borrower; the name and address of the lender as loss payee; a description of the insured
real property; a provision that the binder may not be canceled within the term of the binder
unless the lender and the insured borrower receive written notice of the cancel-
lation at least ten (10) days prior to the cancellation; except in the case of a renewal of a
policy subsequent to the closing of the loan, a paid receipt of the full amount of the applicable
premium, and the amount of insurance coverage.



Chapter 21 Title 25 Paragraph 2119




Applicable in Florida




Except for Auto Insurance coverage, no notice of cancellation or non renewal of a binder is
required unless the duration of the binder exceeds 60 days. For auto insurance, the insurer must
give 5 days prior notice, unless the binder is replaced by a policy or another binder in the same
company.



Applicable in Nevada




Any person who refuses to accept a binder which provides coverage of less than $1,000,000.00 when
proof is required: (A) Shall be fined not more than $500.00, and (8) is liable to the party
presenting the binder as proof of insurance for actual damages sustained therefrom.

















 









	INSURANCE BINDERDATE (MM/DD/YYYY) 01/30/2008THIS BINDER IS A
TEMPORARY INSURANCE CONTRACT, SUBJECT TO THE CONDITIONS SHOWN ON THE REVERSE SIDE
OF THIS FORM.AGENCY Smith & McLaughlin, Inc. The Daniel & Henry Company 1001 Highlands
Plaza Dr West St. Louis MO 63110 Smith & McLaughlin, Inc.COMPANY Federal Insurance Co.BINDER
#EFFECTIVEEXPIRATIONDATETIMEDATETIME6/30/0712:01XAM06/30/08X12:01 AMPMNOONPHONE (A/C, No. Ext):
314-421-1525FAX (A/C,No.):THIS BINDER IS ISSUED TO EXTEND COVERAGE IN THE ABOVE NAMED COMPANY PER
EXPIRING POLICY #:CODE: 37910SUB CODE:AGENCY CUSTOMER ID: BAKER04DESCRIPTION OF OPERATIONS/PROPERTY
(Including Location) Retail Sales of Shoes and Related AccessoriesINSUREDBakers Footwear Group, Inc.
2815 Scott Avenue St. Louis MO 63103 COVERAGESLIMITS
TYPE OF INSURANCECOVERAGE/FORMSDEDUCTIBLECOINS %AMOUNTPROPERTY CAUSES OF LOSS BASIC BASIC SPEC
GENERAL LIABILITYEACH OCCURRENCE$ COMMERCIAL GENERAL LIABILITYDAMAGE TO RENTED PREMISES$ CLAIMS MADE
OCCURMED EXP (Any one person)$PERSONAL & ADV INJURY$GENERAL AGGREGATE$RETRO DATE FOR CLAIMS MADEPRODUCTS
- COMP/OP AGG$AUTOMOBILE LIABILITYCOMBINED SINGLE LIMIT$ ANY AUTOBODILY INJURY (Per person)$ ALL OWNED
AUTOSBODILY INJURY (Per accident)$ SCHEDULED AUTOSPROPERTY DAMAGE$ HIRED AUTOSMEDICAL PAYMENTS$ NON-OWNED
AUTOSPERSONAL INJURY PROT$ UNINSURED MOTORIST$ $AUTO PHYSICAL DAMAGE DEDUCTIBLE VEHICLES SCHEDULED VEHICLES
ACTUAL CASH VALUE COLLISION: ___STATED AMOUNT$ OTHER THAN COL: OTHERGARAGE LIABILITYAUTO ONLY —
EA ACCIDENT$ ANY AUTOOTHER THAN AUTO ONLY:EACH ACCIDENT$AGGREGATE$EXCESS LIABILITYEACH OCCURRENCE$ UMBRELLA
FORMAGGREGATE$ OTHER THAN UMBRELLA FORMRETRO DATE FOR CLAIMS MADE:SELF-INSURED RETENTION$WORKER’S COMPENSATION
AND EMPLOYER’S LIABILITY WC STATUTORY LIMITSE.L. EACH ACCIDENT$E.L. DISEASE — EA EMPLOYEE$E.L. DISEASE — POLICY
LIMIT$SPECIAL CONDITIONS OTHER COVERAGESOcean Cargo Policy #69406 Refer to the attachments for the policy
coverages, terms & conditionsFEES$TAXES$ESTIMATED TOTAL PREMIUM$NAME & ADDRESS
TO WHOM IT MAY CONCERN MORTGAGEE ADDITIONAL INSURED LOSS PAYEE LOAN #AUTHORIZED REPRESENTATIVE
/s/ John R. DrewL.NOTE: IMPORTANT STATE INFORMATION ON REVERSE SIDE
M.
N.
NOTE: IMPORTANT STATE INFORMATION ON REVERSE SIDE















 








OCEAN CARGO / WAR RISK POLICY OUTLINE




	 	 	 
	Named Insured:

	 	Bakers Footwear Group, Inc.

And/or their Subsidiary as they may
now or hereinafter be constituted as their
respective interests appear.
	 
	 	 
	Policy No.:

	 	69406 
	 

	 	To be assigned (War Risk)
	 
	 	 
	Insurance Co.:

	 	Federal Insurance Company (CHUBB Group)
	 
	 	 
	Effective:

	 	June 30, 2007 to until canceled
	 
	 	 
	Insuring Merchandise 

Consisting Principally of:

	 	

Shoes, handbags, fashion items including
costume jewelry, and similar merchandise
incidental to the business of the assured, in
cartons and containerized.
	 
	 	 
	Geographic Limits:

	 	World to world, but excluding shipments to or
from countries which the Assured is legally
prohibited from trading or where there is a
legal or regulatory prohibition against
providing insurance.
	 
	 	 
	Peril:

	 	To pay for Physical Loss of Damage from any
external cause (except those excluded in the
Ocean Cargo Policy Form).
	 
	 	 
	Deductible:

	 	$1,000 / Occurrence
	 
	 	 
	Valuation of
Merchandise:
	 	 
	 
	 	 
	 

	 	•     Presold merchandise at net selling
price less unincurred expenses

	 
	 	 
	 

	 	•     Cost/invoice amount including insurance
and freight plus 20%







47









 





OCEAN CARGO / WAR RISK POLICY OUTLINE, CONT’D




Limits of Liability (Per Occurrence): 





	 	 	 	$2,500,000 anyone vessel or aircraft connecting conveyance; Except:
	 			
	 	A.	 	$   250,000 on deck, subject to an on deck bill of lading
	 			
	 	B.	 	$     25,000 anyone package shipped by government or private mail or parcel
post.
	 			
	 	C.	 	$     25,000 via messenger as a connecting conveyance
	 			
	 	D.	 	$   100,000 anyone metal barge or anyone tow as a principal conveyance
	 			
	 	E.	 	$2,500,000 anyone truck or rail car;





Clauses / Endorsements: 




	 	 	 	 	 	 	 	 	 	 	 
	Additional Coverage:	 	 	 	  Limit	 	Deductible
	Consolidation
	 	 	 	$	2,500,000	 	 	$	1,000	 
	Exhibitions 
	 	 	 	$	25,000	 	 	$	1,000	 
	Extra Expense 
	 	 	 	$	250,000	 	 	$	1,000	 
	Salespersons Samples 
	 	 	 	$	5,000	 	 	$	1,000	 
	 
	 	 	 	 	 	 	 	 	Rate
	Extension of
Coverages:     SR &CC

	 	 
	 	 	 	 	 	Included
	DIC/Guaranteed Collectibility

	 	 
	 	 	 	 	 	Included
	FOB, FAS, FCA, CFR Sales

	 	 
	 	 	 	 	 	Included
	Export Contingency

	 	 
	 	 	 	 	 	Included
	Import Duty

	 	 
	 	 	 	 	 	Included
	 
	 	 	 	 	 	 
	Endorsements and
Special Provisions:        Profit Sharing

                                                       
                  Minimum Premium $20,000

	 	11-02-2039	 	 
	     • 50/50/50

	 	 	 	 	 	 
	Standard percentages for qualifying
Loss Ratio, Premium Modifier and
Dividend Factor.

	 	 	 	 	 	 
	     • Garment Consequential Loss

               (Pairs and Sets)


	 	 	 	11-02-2-34 	 	 	 






48









 










CONDITIONS




This Company binds the kind(s) of insurance stipulated on the reverse side. The Insurance is
subject to the terms, conditions and limitations of the policy(ies) in current use by the
Company.



This binder may be cancelled by the Insured by surrender of this binder or by written notice to
the Company stating when cancellation will be effective. This binder may be cancelled by the
Company by notice to the Insured in accordance with the policy conditions. This binder is
cancelled when replaced by a policy. If this binder is not replaced by a policy, the Company is
entitled to charge a premium for the binder according to the Rules and Rates in use by the
Company.



Applicable in California




When this form is used to provide insurance in the amount of one million dollars ($1,000,000) or
more, the title of the form is changed from “Insurance Binder” to “Cover Note”.



Applicable in Colorado




With respect to binders issued to renters of residential premises, home owners, condo unit owners
and mobile home owners, the insurer has thirty (30) business days, commencing from the effective
date of coverage, to evaluate the issuance of the insurance policy.



Applicable in Delaware




The mortgagee or Obligee of any mortgage or other instrument given for the purpose of creating a
lien on real property shall accept as evidence of insurance a written binder issued by an
authorized insurer or its agent if the binder includes or is accompanied by: the name and address
of the borrower; the name and address of the lender as loss payee; a description of the insured
real property; a provision that the binder may not be canceled within the term of the binder
unless the lender and the insured borrower receive written notice of the cancellation at least
ten (10) days prior to the cancellation; except in the case of a renewal of a policy subsequent
to the closing of the loan, a paid receipt of the full amount of the applicable premium, and the
amount of insurance coverage.



Chapter 21 Title 25 Paragraph 2119




Applicable in Florida




Except for Auto Insurance coverage, no notice of cancellation or nonrenewal of a binder is
required unless the duration of the binder exceeds 60 days. For auto insurance, the insurer must
give 5 days prior notice, unless the binder is replaced by a policy or another binder in the same
company.



Applicable in Nevada




Any person who refuses to accept a binder which provides coverage of less than $1,000,000.00 when
proof is required: (A) Shall be fined not more than $500.00, and (B) is liable to the party
presenting the binder as proof of insurance for actual damages sustained therefrom.

















 





SCHEDULE 6.4




Disposal of Assets





	1.	 	The Borrower periodically amends and terminates store leases in the ordinary course of
its business.














 











SCHEDULE 6.13




Transactions with Affiliates





	1.	 	The Borrower issued subordinated convertible debentures on June 26, 2007. Certain
affiliates of the Borrower, including directors and advisory directors, are holders of
these debentures. The debentures contain a weighted average conversion price adjustment
(and other adjustments) that can be affected by future corporate transactions and will be
impacted by this transaction.
	 
	2.	 	The Borrower may enter into any of the following transactions with its affiliates: (a)
a transaction that is contemplated and in compliance with any of Borrower’s existing cash
bonus plans, bonus letters, directors fee arrangements, employment agreements, stock option
plans, equity incentive plans, or any such future plans or arrangements approved by the
Borrower’s Board of Directors, Compensation Committee or shareholders, (b) payment of
salaries and bonuses approved by the Borrower’s Board of Directors or Compensation
Committee in the ordinary course of business, and (c) payment of severance benefits
pursuant to severance arrangements that the Borrower may enter from time to time with its
employees, officers and directors.