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EXHIBIT 4.15
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT dated as of December 30, 1993 by SHOE CORPORATION
OF AMERICA, INC., an Ohio corporation ("Shoe Corporation").
WHEREAS, J. Baker, Inc., a Massachusetts corporation ("Baker"),
entered into a Revolving Credit and Loan Agreement dated as of February 1, 1993
(as amended by the First Amendment referred to below and as otherwise modified
and supplemented and in effect from time to time, the "Credit Agreement") with
JBI, Inc., a Massachusetts corporation (the "Borrower"), the Banks party
thereto, and Shawmut Bank, N.A., as agent for the Banks (in such capacity,
together with its successors in such capacity, the "Agent") (except as
otherwise defined in this Agreement, terms defined in the Credit Agreement
referred to below are used herein as defined therein);
WHEREAS, to induce the Banks to enter into the Credit Agreement and to
extend credit thereunder, Baker and certain subsidiaries of Baker and the
Borrower (the "Subsidiary Guarantors") entered into a Guarantee Agreement (as
from time to time amended, the "Guarantee") dated as of February 1, 1993 with
the Agent;
WHEREAS, Baker, the Borrower and each of the Subsidiary Guarantors
also entered into a Pledge Agreement (the "Pledge Agreement") dated as of
February 1, 1993 with the Agent;
WHEREAS, Baker, the Borrower, the Banks and the Agent have entered
into a First Amendment and Waiver Agreement (the "First Amendment") dated as of
November 19, 1993 relating to the Credit Agreement;
WHEREAS, Tishkoff Enterprises, Inc., an Ohio corporation ("Tishkoff"),
became a Subsidiary of Baker after the date of the Credit Agreement as a result
of the first step of the Acquisition described in the First Amendment, and, as
a condition to the effectiveness of the First Amendment, Tishkoff executed and
delivered to the Agent an Assumption Agreement dated as of November 19, 1993,
providing for the incurrence by Tishkoff of all the obligations of a Subsidiary
Guarantor under the Guarantee;
WHEREAS, as a result of the Second Step (as defined in the First
Amendment) of the Acquisition, JBAK Acquisition Corp., an Ohio corporation and
a wholly-owned subsidiary of Baker, has merged (the "Merger") into Tishkoff
with Tishkoff being the surviving corporation of the merger and being renamed
"Shoe Corporation of America, Inc.";
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WHEREAS, Baker has agreed under Section 4B(ii) of the First Amendment
to cause Shoe Corporation to execute and deliver to the Agent an Assumption
Agreement in substantially the form hereof;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and recognizing that the continuation of credit to the Borrower
under the Credit Agreement is expected to be of financial benefit to Shoe
Corporation, effective as of the date hereof Shoe Corporation hereby:
(1) unconditionally and irrevocably assumes, and confirms the
assumption on the date of the Merger of, the obligations of Tishkoff under the
Guarantee, adheres to the Guarantee, and agrees to be bound by and comply with
the terms and provisions thereof and to perform all obligations of Tishkoff
thereunder as fully as if it had originally executed the Guarantee in the
capacity of Tishkoff;
(2) represents and warrants to the Agent that, on the date hereof,
after giving effect to the Merger:
(i) the representations and warranties contained in Section 8 of
the Guarantee are true and complete as if made on and as of the date
hereof, and as if made in reference to Shoe Corporation;
(ii) the Merger has become effective and Shoe Corporation has
validly assumed all of the assets and liabilities of Tishkoff
including without limitation the obligations of Tishkoff under the
Guarantee; and
(iii) no Event of Default with respect to Shoe Corporation has
occurred and is continuing;
(3) agrees that nothing in this Agreement shall release, alter or in
any way affect any of the obligations of any of the other Subsidiary Guarantors
under the Guarantee, nor any of the obligations of any other party to the
Credit Agreement or any other Operative Document or Financing Agreement; and
(4) agrees that this Agreement shall be governed by and construed in
accordance with the law of the Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, Tishkoff has caused this Agreement to be executed
and delivered as of the day and year first above written.
SHOE CORPORATION OF AMERICA, INC.
By /s/ Alan I. Weinstein
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Title: Senior Executive
Vice President
SHAWMUT BANK, N.A., as Agent
By
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Title:
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IN WITNESS WHEREOF, Tishkoff has caused this Agreement to be executed
and delivered as of the day and year first above written.
SHOE CORPORATION OF AMERICA, INC.
By
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Title:
SHAWMUT BANK, N.A., as Agent
By /s/ Roger A. Stone
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Title: Vice President