exv4w2






Exhibit 4.2




AMENDED AND RESTATED SUBORDINATION AGREEMENT




Preliminary Statement




     This Amended and Restated Subordination Agreement (this “Agreement”) is made as of June 30,
2011 by and among Bakers Footwear Group, Inc. (the “Company”), each of the Investors set forth on
the signature pages hereto (each, a “Subordinated Creditor” and, collectively, the “Subordinated
Creditors”) and Bank of America, N. A. (“Senior Lender”). The Company and Senior Lender are
parties to the Second Amended and Restated Loan and Security Agreement dated as of August 31, 2006
(as amended and in effect, and as may be further amended, restated, modified and/or supplemented
from time to time, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined
shall have the same meanings ascribed to them in the Loan Agreement.



     Pursuant to the Loan Agreement, the Senior Lender has agreed, subject to the terms and
conditions set forth therein, to make certain revolving credit loans, advances and other financial
accommodations to or for the benefit of the Company (collectively, the “Loans”).



     The Company and the Subordinated Creditors are party to the Subordinated Convertible Debenture
Purchase Agreement dated as of June 13, 2007, pursuant to which the Company has issued subordinated
convertible debentures due 2012, dated June 26, 2007, in the original face amount of $4,000,000.00
(collectively, as amended and in effect on the date hereof, the “Subordinated Debentures”), which
Subordinated Debentures are being amended contemporaneously herewith pursuant to the Second
Amendment to Subordinated Convertible Debentures and Subordinated Convertible Debenture Purchase
Agreement (the “Debentures Second Amendment”).



     The Company, the Subordinated Creditors and the Senior Lender are party to that certain
Subordination Agreement dated as of June 26, 2007 (as amended and in effect, the “Existing
Subordination Agreement”).



     The Company has requested that the Senior Lender consent to, and the Senior Lender has agreed,
to consent to, the Debentures Second Amendment contingent upon, among other things, the execution
and delivery by Subordinated Creditors and the Company of this Agreement.



     NOW THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, and in consideration of the willingness of the Senior Lender to consent to the
Debentures Second Amendment, the Company and the Subordinated Creditors, jointly and severally,
agree with the Senior Lender that the Existing Subordination Agreement shall be amended and
restated in its entirety to read as follows:


1. Subordination. Each Subordinated Creditor hereby subordinates the Indebtedness of the
Company evidenced by the Subordinated Debentures, as amended by the Debentures Second Amendment
(the “Subordinated Indebtedness”), to any and all Indebtedness now or hereafter owing by the
Company to the Senior Lender (collectively, the “Senior Indebtedness”) and agrees that the
Subordinated






-1-









 







Indebtedness shall be junior in right of payment and exercise of remedies to the Senior
Indebtedness. Without limiting the foregoing, any lien on, security interest in or mortgage or
pledge of any of the property or assets of the Company to or for the benefit of the Subordinated
Creditors securing any of the Subordinated Indebtedness, whether now existing or arising in the
future, is expressly subordinate and junior in priority of payment and exercise of remedies to any
liens, security interests, mortgages or pledges of any of the assets of the Company, both now
existing and arising in the future, securing any of the Senior Indebtedness; notwithstanding the
foregoing, the Company hereby agrees that it shall not give or permit to be given, and each
Subordinated Creditor hereby agree that it shall not take, any collateral for the Subordinated
Indebtedness.



2. Payments.





	 	(a)	 	Subject to Section 2(b) below, for so long as any Senior Indebtedness
remains outstanding, and notwithstanding anything to the contrary set forth in the
Subordinated Debentures (as amended pursuant to the Debentures Second Amendment) or any
other document governing the Subordinated Indebtedness to the contrary, the
Subordinated Creditors shall be entitled to receive and retain only (i) those regularly
scheduled payments (without acceleration) of interest on the Subordinated Indebtedness
(the “Scheduled Interest Payments”), to the extent and in the manner set forth in the
Subordinated Debentures, and (ii) so long as the Subordinated Debenture Payment
Conditions have been met, the Subordinated Debenture 2012 Required Payment. As used
herein, “Subordinated Debenture Payment Conditions” means no Suspension Event has
occurred and is continuing, and the ratio of the Company’s EBITDA (calculated as set
forth in Exhibit 5.11(a)(ii)) to its Interest Expense, as calculated on a trailing
twelve month basis for the period ending May 26, 2012, is equal to or greater than
1.0:1.0. As used herein, the “Subordinated Debenture 2012 Required Payment” means a
payment of principal required to be made by the Company pursuant to the Subordinated
Debentures in the amount of $1,000,000, which payment is due on June 30, 2012.
	 
	 	(b)	 	Notwithstanding the provisions of Section 2(a) above, the Company and
the Subordinated Creditors covenant to and agree with the Senior Lender that upon the
occurrence of a default or Event of Default under the Loan Agreement (collectively, a
“Default”), the Subordinated Creditors’ right to receive and retain the Scheduled
Interest Payments and the Subordinated Debenture 2012 Required Payment (and any other
payments) under the Subordinated Debentures shall immediately cease. The Subordinated
Creditors agree not to demand, accept or receive any payment in respect of the
Subordinated Indebtedness after the occurrence of a Default including, without
limitation, any payment received through the exercise of any right of setoff,
counterclaim, cross-claim or otherwise, or any collateral therefor, while any Senior
Indebtedness remains outstanding, provided that Subordinated Creditor may exercise
those remedies set forth in Section 9 below. Without limiting the foregoing,
the Company agrees that no amount shall be paid, whether in cash, property, securities
or otherwise, by the Company to the Subordinated Creditors after the occurrence of a
Default in respect of the Subordinated Indebtedness, while any Senior Indebtedness
remains outstanding, without the prior written consent of the Senior Lender.




-2-









 










3. Bankruptcy, Insolvency, etc.





	 	(a)	 	In the event of an insolvency, bankruptcy, receivership, liquidation,
reorganization or other similar proceedings relative to the Company or to its assets,
or in the event of any proceedings for voluntary liquidation, dissolution or other
winding up of the Company, whether or not involving insolvency or bankruptcy (any such
proceeding referenced above being referred to herein as an “Insolvency Proceeding”), so
long as any Senior Indebtedness is outstanding, the Senior Lender shall be entitled in
any such Insolvency Proceedings to receive payment in full in cash of all Senior
Indebtedness before the Subordinated Creditors are entitled in such Insolvency
Proceedings to receive any payment on account of the Subordinated Indebtedness, other
than any payment consisting solely of any securities of the Company issued in
connection with an Insolvency Proceeding, the payment of which securities is junior or
otherwise subordinated, at least to the same extent provided in this Agreement, to the
payment of any and all of the Senior Indebtedness (collectively, “Subordinated
Securities”), and to that end in any such Insolvency Proceedings, so long as any Senior
Indebtedness remains outstanding, any payment or distribution of any kind or character,
whether in cash or in other property (other than Subordinated Securities), to which any
Subordinated Creditor would be entitled on account of the Subordinated Indebtedness but
for the provisions hereof, shall be delivered to the Senior Lender to the extent
necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid,
after giving effect to any concurrent payment or distribution to the holders of Senior
Indebtedness.
	 
	 	(b)	 	Upon the commencement of an Insolvency Proceeding, the Subordinated Creditors
shall be deemed, as security for the Senior Indebtedness and in order to effectuate the
subordination set forth above, to have assigned the Subordinated Indebtedness to the
Senior Lender and granted to the Senior Lender as of the date of the commencement of
such Insolvency Proceeding the right to collect all payments and distributions of any
kind and description (other than Subordinated Securities), whether in cash or other
property, paid or payable in respect of any claims or demands of the Subordinated
Creditors against the Company arising from the Subordinated Indebtedness. Upon the
commencement of an Insolvency Proceeding, each Subordinated Creditor shall also be
deemed to have granted to the Senior Lender the full right (but not the obligation), in
its own name or in its name as attorney in fact for such Subordinated Creditor, to
collect and enforce claims and demands of such Subordinated Creditor arising from the
Subordinated Indebtedness by suit, proof of claim in bankruptcy or other liquidation,
reorganization or Insolvency Proceedings or otherwise. Each Subordinated Creditor by
its execution of this Agreement also hereby grants to the Senior Lender: (i) the
exclusive right to vote any and all claims of such Subordinated Creditor in any
Insolvency Proceedings involving the Company with respect to the election of a trustee
or similar official and with respect to any proposed plan of reorganization of the
Company; and (ii) the exclusive right to object to any proposed plan of reorganization
of the Company to which such Subordinated Creditor would have the right to object in
any Insolvency Proceeding.




4. Turn-Over of Payments Received by Subordinated Creditors. In the event that
notwithstanding the provisions of the Loan Agreement and this Agreement, the Company shall make any
payment to a Subordinated Creditor on account of the Subordinated Indebtedness not expressly






-3-









 







authorized hereby, such payment shall be held in trust by such Subordinated Creditor, for the
benefit of the Senior Lender, and shall be paid over immediately (without necessity of demand) to
the Senior Lender for application in accordance with the Loan Agreement to the payment of all
Senior Indebtedness remaining due and payable until the same shall have been paid in full, in cash,
after giving effect to any concurrent payment or distribution to the holders of such Senior
Indebtedness. In the event of the failure of a Subordinated Creditor to endorse any instrument for
the payment of money so received by such Subordinated Creditor on account of the Subordinated
Indebtedness, the Senior Lender is irrevocably appointed attorney-in-fact for such Subordinated
Creditor with full power to make such endorsement and with full power of substitution.



5. Obligations Absolute. The provisions of this Agreement are for the purpose of defining
the relative rights of the Senior Lender on the one hand and the Subordinated Creditors on the
other hand with respect to the enforcement of rights and remedies and priority of payment of the
Senior Indebtedness and the Subordinated Indebtedness. Nothing herein shall impair, as between the
Company and the Subordinated Creditors, the obligations of the Company, which are unconditional and
absolute, to pay to the holder thereof the principal and interest thereon and any other liabilities
encompassed in the Subordinated Indebtedness, all in accordance with their respective terms,
subject to the prior payment in full in cash of the Senior Indebtedness.



6. Subordination Not Affected. Without the necessity of any reservation of rights against
or any notice to or further assent by any Subordinated Creditor, (i) any demand for payment of any
Senior Indebtedness made by the Senior Lender may be rescinded in whole or in part by the Senior
Lender, (ii) the Senior Lender may exercise or refrain from exercising any rights and/or remedies
against the Company and others, if any, liable under the Senior Indebtedness, and (iii) the Senior
Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating to the
Senior Indebtedness (including without limitation, the Loan Agreement and the other Loan
Documents), or any collateral security therefor or guaranty thereof or other right of any nature
with respect thereto, may be amended, extended, modified, continued, accelerated, compromised,
waived, surrendered or released by the Senior Lender, in any manner the Senior Lender deems in its
best interests, all without impairing, abridging, releasing or affecting in any manner the
subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein.
Without limiting the foregoing, the Subordinated Creditors waive any and all notice of the
creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver,
surrender, release or modification of any nature of the Senior Indebtedness, the Loan Agreement or
the other Loan Documents, and notice of or proof of reliance by the Senior Lender upon the
subordination provided for herein. The Senior Indebtedness shall conclusively be deemed to have
been created, contracted and incurred in reliance upon the provisions of this Agreement.



7. Warranties, Representations, Covenants and Acknowledgments of the Subordinated
Creditors.





	 	(a)	 	Each Subordinated Creditor represents to the Senior Lender that all
Indebtedness of the Company to such Subordinated Creditor is evidenced by a
Subordinated Debenture. Each Subordinated Creditor further represents that said
Indebtedness has not heretofore been assigned, pledged to, or subordinated in favor of,
any other Person.
	 
	 	(b)	 	Each Subordinated Creditor hereby covenants and agrees that it will not amend
or permit amendment of the terms of its Subordinated Debenture or any other agreement,
document




-4-









 






	 	 	 	or instrument hereafter evidencing any Subordinated Indebtedness, without the prior
written consent of the Senior Lender, including, without limitation, any amendment
that would:(i) increase the principal amount of the Subordinated Indebtedness; (ii)
increase the rate of interest accruing on the Subordinated Indebtedness; (iii)
change in any manner the dates upon which any principal or interest payment on the
Subordinated Indebtedness is due; (iv) change in any manner, or add, any affirmative
or negative covenants, events of default, redemption provisions or subordination
provisions of any Subordinated Indebtedness; (v) take any collateral for the
Subordinated Indebtedness; or (vi) except as set forth in the Subordinated
Debentures, the Subordinated Convertible Debenture Purchase Agreement dated June 13,
2007 by and among the Company and the Subordinated Creditors and the Registration
Rights Agreement dated June 26, 2007 among the Company and the Subordinated
Creditors (in each case, as each of the foregoing agreements is in effect on the
date of execution thereof) give to the Subordinated Creditors the right to purchase,
or to cause the Company to issue, equity interests in the Company.
	 
	 	(c)	 	The execution, delivery and performance of this Agreement has been duly
authorized by all necessary corporate, partnership or other action on the part of each
Subordinated Creditor, and this Agreement constitutes a valid and binding obligation of
such Subordinated Creditor, enforceable against it in accordance with its terms.
	 
	 	(d)	 	Each Subordinated Creditor covenants and agrees that it will not assign,
pledge, sell, transfer or otherwise dispose of any of the Subordinated Indebtedness or
interests therein, whether through assignment or participation or otherwise, except to
a Person who first becomes a party hereto and accepts without qualification all
obligations of such Subordinated Creditor hereunder.
	 
	 	(e)	 	Each Subordinated Creditor acknowledges and agrees that this Agreement is a
“subordination agreement” within the meaning of Section 510(a) of the United States
Bankruptcy Code, 11 U.S.C. §510(a).




8. Validity and Enforceability of Liens Securing Senior Indebtedness; Cooperation with Senior
Lender.





	 	(a)	 	No Subordinated Creditor will in any Insolvency Proceeding or other event
described in Section 2 or otherwise, challenge, oppose or contest (or join in
any challenge, opposition or contest by any third party, or encourage any third party
to challenge, oppose or contest) the Senior Indebtedness or the perfection,
superiority, priority, validity or enforceability of any security interest or lien
granted to the Senior Lender pursuant to the Loan Agreement, the Security Documents or
other Loan Documents, nor will any Subordinated Creditor challenge the validity or
enforceability of such Loan Agreement, Security Documents or other Loan Documents, or
any provision thereof. Each Subordinated Creditor hereby acknowledges that the
provisions of this Agreement are intended to be enforceable at all times, whether
before or after any Insolvency Proceeding or other event described in Section 2
of this Agreement. Each Subordinated Creditor hereby waives any right to require the
Senior Lender to marshal the collateral for such Senior Indebtedness.




-5-









 






	 	(b)	 	Without limiting the foregoing, no Subordinated Creditor will challenge or
oppose (or join with any party challenging or opposing) or take any action whatsoever
to impair the exercise by the Senior Lender of the rights and remedies granted to the
Senior Lender in the Loan Document.




9. Limitations on Remedies.





	 	(a)	 	Upon the occurrence of any default or event of default (a “Subordinated
Default”) in respect of the Subordinated Indebtedness, no Subordinated Creditor shall
(a) accelerate all or any portion of the Subordinated Indebtedness; (b) commence or
join (unless the Senior Lender shall also join), in its capacity as a holder of the
Subordinated Indebtedness, in any involuntary proceeding against the Company or any of
its Subsidiaries under any bankruptcy, reorganization, readjustment of debt,
arrangement of debt, receivership, liquidation or insolvency law or statute of any
federal or state government; or (c) commence any action or proceeding against the
Company or any of its Subsidiaries to enforce payment of all or any part of the
Subordinated Indebtedness or take any other actions against the Company or its
Subsidiaries permitted under the Subordinated Debentures and/or under applicable law,
and/or reduce such claims to a judgment against the Company (each of the foregoing, an
“Enforcement Action”), for a period (the “Standstill Period”), commencing on the date
of receipt by the Senior Lender from the Subordinated Creditors of written notice (a
“Default Notice”) of such Subordinated Default and ending on the earlier to occur of
(i) 180 days after receipt by Senor Lender of such Default Notice and (ii) an
Insolvency Proceeding.
	 
	 	(b)	 	Notwithstanding the provisions of Section 9(a) above:






	 	(i)	 	During any Standstill Period, the Subordinated Creditors shall
accept any cure of the applicable Subordinated Default(s) proffered by Senior
Lender which restores the Subordinated Creditors to the position they would
have been but for such default or event of default; and
	 
	 	(ii)	 	If the applicable Subordinated Default has occurred under the
Subordinated Indebtedness solely as a result of a cross-default to the Senior
Indebtedness, then:






	 	(A)	 	If Senior Lender shall waive such default under
the Senior Indebtedness, or amend the Senior Indebtedness with the
effect that such default no longer exists, such waiver or amendment
shall be deemed effective under the Subordinated Indebtedness as well
and the applicable Subordinated Default shall be deemed to no longer
exist; and
	 
	 	(B)	 	Notwithstanding the expiration of the
applicable Standstill Period, Subordinated Creditors shall not be
permitted to take any Enforcement Action with respect to the
Subordinated Indebtedness unless the Senior Indebtedness has been
accelerated.






	 	(c)	 	Nothing contained in this Section 9 shall limit or impair the obligations and
agreements of the Subordinated Creditors set forth in any other Section of this
Agreement.




-6-









 










10. Assignments and Appointments. Each Subordinated Creditor, for itself and its
successors and assigns, hereby irrevocably authorizes and directs the Senior Lender, and any
trustee or debtor in possession in bankruptcy, receiver, custodian or assignee for the benefit of
creditors of the Company, whether in voluntary or involuntary liquidation, dissolution or
reorganization, on his or its behalf, to take such action as may be necessary or appropriate to
effectuate the subordination provided for in this Agreement and irrevocably appoints the Senior
Lender and any such trustee, receiver, custodian or assignee, attorney-in-fact for such purpose
with full powers of substitution and revocation.



11. No Impairment. No right of the Senior Lender to enforce subordination as herein
provided shall at any time or in any way be affected or impaired by any failure to act on the part
of the Company, or by any non-compliance by the Company with any of the terms, provisions and
covenants of the agreement, documents and instruments evidencing the Subordinated Indebtedness,
regardless of any knowledge thereof that the Senior Lender may have or be otherwise charged with,
or by any action which the Senior Lender may take or refrain from taking with respect to the Senior
Indebtedness or the Subordinated Indebtedness.



12. Further Assurances. In order to carry out the terms and intent of this Subordination
Agreement more effectively, the Subordinated Creditors will take all actions and execute all
further documents and instruments reasonably necessary or convenient to preserve for the Senior
Lender the benefits of this Agreement.



13. Waivers, etc. No action which the Senior Lender, or the Company with the consent of
the Senior Lender, may take or refrain from taking with respect to any Senior Indebtedness, or any
promissory note or notes representing the same, or any collateral therefor, including any waiver or
release thereof (or any waiver of any provision thereof or default of any agreement or agreements
(including guaranties) in connection therewith, shall affect this Agreement or the rights of the
Senior Lender or the obligations of the Subordinated Creditors hereunder. No waiver shall be
deemed to be made by the Senior Lender of any of its rights hereunder unless the same shall be in
writing and then only with respect to the specific instance involved, and shall in no way impair or
offset the rights of the Senior Lender or the obligations of the Subordinated Creditors in any
other respect or at any other time.



14. Notices.





	 	(a)	 	By the Senior Lender to the Subordinated Creditors. The Senior Lender shall
provide the Subordinated Creditors with notice of any Default simultaneously with
giving notice to the Company, provided that any failure by the Senior Lender to give
such notice shall not affect or limit the Senior Lender’s rights hereunder.
	 
	 	(b)	 	By the Subordinated Creditors to the Senior Lender. The Subordinated Creditors
shall provide the Senior Lender with notice of any default relating to any Subordinated
Indebtedness simultaneously with giving notice to the Company.
	 
	 	(c)	 	By the Company to the Senior Lender. The Company shall provide the Senior
Lender with copies of all notices of any default received by it from the Subordinated
Creditor immediately upon its receipt thereof.




-7-









 






	 	(d)	 	By the Company to the Subordinated Creditors. The Company shall provide the
Subordinated Creditors with copies of all notices of any default given by it to the
Senior Lender or received by it from the Senior Lender immediately upon its delivery or
receipt thereof.
	 
	 	(e)	 	Method. Except as otherwise provided herein, all demands or notices hereunder
shall be in writing and shall be deemed to have been sufficiently given or served for
all purposes hereof if personally delivered or mailed or transmitted by telecopy if the
sender on the same day sends a confirming copy of such communication by a recognized
overnight delivery services (charges prepaid), recognized overnight delivery services
(charges prepaid) or first class mail, postage prepaid, to them at their respective
addresses as set forth on the signature pages hereto and incorporated herein by
reference, or at such other address as the party to whom such notice is directed may
have designated in writing to the other party hereto. A notice shall be deemed to have
been given upon the earlier to occur of (i) three (3) days after the date on which it
is deposited in the U.S. mails or (ii) receipt by the party to whom such notice is
directed.




15. Miscellaneous. This Agreement shall be binding upon the Subordinated Creditors and the
Company and their respective heirs, legal representatives, successors and assigns and shall inure
to the benefit of the Senior Lender and its legal representatives, successors and assigns
(including without limitation any transferee of any Senior Indebtedness). The Senior Lender may
assign this Agreement or its rights thereunder without the consent of the Subordinated Creditors or
the Company. This Agreement may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which when so executed and delivered shall be an
original, but all of the counterparts shall together constitute and the same instrument.



16. Governing Law, Jurisdiction, Waiver of Jury Trial. This Agreement, including the
validity hereof and the rights and obligations of the parties hereunder, shall be construed in
accordance with and governed by the internal laws of the Commonwealth of Massachusetts (without
regard to conflicts of law principles). Each Subordinated Creditor, to the extent that such
Subordinated Creditor may lawfully do so, hereby consents to service of process, and to be sued, in
the Commonwealth of Massachusetts and consents to the jurisdiction of the courts of the
Commonwealth of Massachusetts and the United States District Court for the District of
Massachusetts, as well as to the jurisdiction of all courts to which an appeal may be taken from
such courts, for the purpose of any suit, action or other proceeding arising out of any of such
Subordinated Creditor’s obligations hereunder or with respect to the transactions contemplated
hereby, and expressly waives any and all objections as to venue in any such courts. Each
Subordinated Creditor further agrees that a summons and complaint commencing an action or
proceeding in any of such courts shall be properly served and confer personal jurisdiction if
served personally or by certified mail at the address set forth below under the signature of such
Subordinated Creditor or as otherwise provided under the laws of the Commonwealth of Massachusetts.
EACH OF THE COMPANY AND THE SUBORDINATED CREDITORS IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY
IN ANY SUIT, ACTION, OR OTHER PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST IT IN RESPECT OF ITS
OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.



17. Acknowledgment by Company. The Company covenants and agrees not to make any
distribution or payment to any Subordinated Creditor in violation of the terms of this Agreement.







-8-









 







18. Existing Subordination Agreement Amended and Restated. This Agreement shall amend and
restate the Existing Subordination Agreement in its entirety and the rights and obligations of the
parties under the Existing Subordination Agreement shall be subsumed within, and be governed by,
this Agreement; provided, however, that this Agreement shall not be deemed to
evidence or result in a novation of the obligations of the Subordinated Creditors under the
Existing Subordination Agreement.










-9-









 





This Agreement is executed as a sealed instrument as of the ____ of June, 2011.



	 	 	 	 	 
	COMPANY

BAKERS FOOTWEAR GROUP,
INC. 

	 
	By:  	/s/ Peter A. Edison
 	 
	 	Name:  	Peter A. Edison	 
	 	Title:  	Chairman and Chief Executive Officer
	 


	 	 	 	 	 
	Address: 	 2815 Scott Avenue
St.
Louis, Missouri
63103	 
	 
	Telephone:  	 314-621-0699	 
	Telecopier:    	314-641-0390	 







 









 




	 	 	 	 	 
	SUBORDINATED CREDITOR:
 



LINN H. BEALKE REVOCABLE TRUST
 

	 
	By:  	/s/ Linn H. Bealke
 	 
	 	Name:  	Linn H. Bealke	 
	 	Title:  	Trustee
	 


	 	 	 	 	 
	Address: 	  	 	 
	  	 	 
	  	 	 
	 
	Telephone:  	 	 	 
	Telecopier:    	 	 	 








 









 





SUBORDINATED CREDITOR:



BEATRICE
C. EDISON IRREVOCABLE GST TRUST FOR BERNARD A. EDISON

DATED 8-31-59



	 	 	 	 	 
	By:  	/s/ Bernard Edison
 	 
	 	Name:  	 	 
	 	Title:  	 
	 


	 	 	 	 	 
	Address: 	  	 	 
	  	 	 
	  	 	 
	 
	Telephone:  	 	 	 
	Telecopier:    	 	 	 








 









 




SUBORDINATED CREDITOR:



	 	 	 	 	 
	By:  	/s/ Julian I. Edison
 	 
	 	Name:  	Julian I. Edison	 


	 	 	 	 	 
	Address: 	  	 	 
	  	 	 
	  	 	 
	 
	Telephone:  	 	 	 
	Telecopier:    	 	 	 




 









 




SUBORDINATED CREDITOR:



LOUIS N. GOLDRING REVOCABLE TRUST DTD. 4/15/97




	 	 	 	 	 
	By:  	/s/ Louis N. Goldring
 	 
	 	Name:  	Louis N. Goldring 	 
	 	Title:  	Trustee 
	 


	 	 	 	 	 
	Address: 	[illegible]
St. Louis, Mo 63124  	 	 
	  	 	 
	 
	Telephone:  	[illegible]	 	 
	Telecopier:    	 	 	 





 









 





SUBORDINATED CREDITOR:



	 	 	 	 	 
	By:  	/s/ Scott C. Schnuck
 	 
	 	Name:  	 Scott C. Schnuck 	 


	 	 	 	 	 
	Address: 	  	 	 
	  	 	 
	  	 	 
	 
	Telephone:  	 	 	 
	Telecopier:    	 	 	 





 









 






SUBORDINATED
CREDITOR:


ANDREW N. BAUR REVOCABLE TRUST



	 	 	 	 	 
	By:  	/s/ Richard D. Baur
 	 
	 	Name:  	Richard D. Baur 	 
	 	Title:  	Trustee 
	 


	 	 	 	 	 
	Address: 	165
N. Meramec 
Suite 210

St. Louis, MO 63105  	 	 
	 
	Telephone:  	314-721-9696 	 	 
	Telecopier:    	314-721-9697 	 	 





 









 




SUBORDINATED CREDITOR:



MISSISSIPPI VALLEY CAPITAL, LLC



	 	 	 	 	 
	By:  	/s/ Scott D. Fesler
 	 
	 	Name:  	Scott D. Fesler 	 
	 	Title:  	Manager 
	 


	 	 	 	 	 
	Address: 	101
S. Hanley Rd.
Suite 1250
St. Louis, MO 63105  	 	 
	 
	Telephone:  	314-727-4555 	 	 
	Telecopier:    	 	 	 







 









 





SENIOR LENDER



BANK OF AMERICA, N. A.







	 	 	 	 	 
	By:  	/s/ Christine M. Scott

 	 
	 	Name:  	Christine Scott
 	 
	 	Title:  	
 Senior Vice President-Director 
	 


	 	 	 	 	 
	Address: 	100 Federal Street, 9th Floor

Boston, Massachusetts 02110


  	 	 
	 
	Telephone:  	
(617) 434-4078



 	 	 
	Telecopier:    	(617) 434-4312