AMENDMENT NUMBER 3 TO LOAN
DOCUMENTS
THIS AMENDMENT
NUMBER 3 TO LOAN DOCUMENTS (this “ Third Amendment
”), is entered into as of September 3, 2009 by and
between GVECR II 2007 E Trust dated December 17, 2007
(“ Lender ”), PRIVATE EQUITY MANAGEMENT
GROUP, INC. , a Nevada corporation, as the arranger and
administrative agent for the Lenders (in such capacity, “
Agent ”) under the Credit Agreement (as defined
herein) and in its capacity as a “ Security holder
” under the Registration Rights Agreement (as defined
herein), and BAKERS FOOTWEAR GROUP, INC. , a Missouri
corporation (“ Borrower ”), in its capacities as
party to both the Credit Agreement and the Registration Rights
Agreement.
WHEREAS, Borrower,
Agent and Lender are parties to that certain Second Lien Credit
Agreement, dated as of February 1, 2008 (as amended, restated,
supplemented, or modified from time to time, the “ Credit
Agreement ”);
WHEREAS, Borrower,
Agent and Lender are parties to that certain Amendment No. 1
to Loan Documents dated as of May 12, 2008 (the “
First Amendment ”);
WHEREAS, Borrower,
Agent and Lender are parties to that certain Amendment No. 2
to Loan Documents dated as of April 9, 2009 (the “
Second Amendment ”);
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree to amend the Loan
Documents as follows:
1.
DEFINITIONS . Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them
in the Credit Agreement, as amended hereby.
2.
AMENDMENT TO CREDIT AGREEMENT
(a)
Section 6.16(b) of the Credit Agreement is amended and
restated as follows:
(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:
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Applicable Minimum
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Applicable Period
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Amounts
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February 1, 2009 to May 2,
2009
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$
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200,000
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February 1, 2009 to
August 1, 2009
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$
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1,000,000
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1
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Applicable Minimum
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Applicable Period
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Amounts
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February 1, 2009 to
October 31, 2009
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$
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(4,100,000
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)
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February 1, 2009 to
January 30, 2010
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$
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5,250,000
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January 31, 2010 to May 1,
2010
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$
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500,000
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January 31, 2010 to
July 31, 2010
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$
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1,250,000
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January 31, 2010 to
October 31, 2010
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$
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(4,100,000
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)
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November 1, 2010 to
January 30, 2011
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$
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5,250,000
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(b) The
revisions to the foregoing covenant and the information provided by
Borrower to Lender and Agent in connection therewith shall not be
deemed to constitute a Material Adverse Change.
3.
CONDITIONS PRECEDENT TO THIS THIRD AMENDMENT . The
satisfaction of each of the following shall constitute conditions
precedent to the effectiveness of this Third Amendment and each and
every provisio
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