IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS REVOLVING NOTE, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTA-TIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE CREDIT AGREE-MENT AND THIS
REVOLVING NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
HEREIN.
[Signature Page Follows]
IN WITNESS WHEREOF, the Borrowers have caused this Revolving Note to be duly
executed as of the date set forth above.
BORROWERS:
BROWN SHOE COMPANY, INC.
SIDNEY RICH ASSOCIATES, INC.
BROWN GROUP RETAIL, INC.
BUSTER BROWN & CO.
BROWN SHOE INTERNATIONAL CORP.
BENNETT FOOTWEAR GROUP LLC
EDELMAN SHOE, INC.
as to each of the foregoing
By:
Name:
Title:
EXHIBIT C
FORM OF BORROWING BASE CERTIFICATE
[see attached]
BORROWING BASE CERTIFICATE
BANK OF AMERICA, N.A.
CONSOLIDATED CERTIFICATE #
DATE:
ACCOUNTS RECEIVABLE (DETAIL SHOWN ON ATTACHED SCHEDULE 1)
1. BEGINNING BALANCE LINE 6 LAST REPORT
(a)
2. PLUS: SALES AS OF
3. LESS: CREDITS AS OF
4. LESS: GROSS COLLECTIONS
5. +/- ADJUSTMENTS
6. ENDING BALANCE
7. - INELIGIBLE
8. NET AMOUNT OF ELIGIBLE ACCOUNTS
ADVANCE RATE
85
%
-
CREDIT CARD ACCOUNTS RECEIVABLE (DETAIL SHOWN ON ATTACHED SCHEDULE 2)
9. CREDIT CARD A/R
10. LESS: INELIGIBLES
11. NET AMOUNT OF ELIGIBLE CREDIT CARD A/R
ADVANCE RATE
90
%
-
PERPETUAL INVENTORY (DETAIL SHOWN ON ATTACHED SCHEDULE 3)
12. INVENTORY AVAILABILITY BASED ON APPRAISED VALUE
13. INVENTORY COMPONENT OF BORROWING BASE (LINE 12)
-
AVAILABILITY RESERVES (DETAIL SHOWN ON ATTACHED SCHEDULE 4)
14. LESS: AVAILABILITY RESERVES
15. BORROWING BASE (LINE 8 + LINE 11 + LINE 13 + LINE 14)
-
CREDIT EXTENSIONS
16. OUTSTANDING LOAN BALANCE AS OF
17. MERCHANDISE L/C's as of:
-
18. STANDBY L/C's as of:
19. BANKERS' ACCEPTANCES
-
20. TOTAL CREDIT EXTENSIONS
-
EXCESS AVAILABILITY
21. TOTAL COMMITMENTS (PER SCHEDULE 1.1 OF THE AGREEMENT)
600,000,000
22. BORROWING BASE (LINE 15)
-
23. LESSER OF TOTAL COMMITMENTS OR BORROWING BASE (LESSER OF LINE 21 OR LINE 22)
-
24. LESS: TOTAL CREDIT EXTENSIONS (LINE 20)
-
25. EXCESS AVAILABILITY
$
-
THE UNDERSIGNED REPRESENTS AND WARRANTS THAT THE INFORMATION SET FORTH ABOVE AND
ON THE ATTACHED SCHEDULES IS TRUE AND COMPLETE IN ALL MATERIAL RESPECTS. THE
UNDERSIGNED REPRESENTS AND WARRANTS THAT (A) THE COLLATERAL REFLECTED ABOVE AND
IN THE SUPPORTING DOCUMENTATION DELIVERED IN CONNECTION HEREWITH COMPLIES IN ALL
MATERIAL RESPECTS WITH THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED
IN THAT CERTAIN FOURTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF
DECEMBER 18, 2014 (AS AMENDED, RESTATED, SUPPLEMENTED AND OTHERWISE MODIFIED
FROM TIME TO TIME, THE "CREDIT AGREEMENT") AND THE OTHER LOAN DOCUMENTS (AS
DEFINED IN THE CREDIT AGREEMENT), BY, AMONG OTHERS, BROWN SHOE COMPANY, INC.
(THE "LEAD