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Exhibit 10.1
SECOND AMENDMENT TO SECOND AMENDED
AND
RESTATED LOAN AND SECURITY
AGREEMENT
This SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this “ Second
Amendment ”) is made as of this 1st
day of February, 2008 by and among
BANK OF AMERICA, N.A. (the “ Lender
”), a national banking association with
offices at 100 Federal Street, Boston, Massachusetts
02110,
and
BAKERS FOOTWEAR GROUP, INC ., f/k/a Weiss and Neuman Shoe Co. (the “
Borrower ”), a
Missouri corporation with its principal executive offices at 2815
Scott Avenue, Suite C, St. Louis, Missouri 63103,
in consideration of the mutual covenants contained
herein and benefits to be derived herefrom,
RECITALS :
A. Reference is
made to that certain Second Amended and Restated Loan and Security
Agreement (as amended to date, the “ Loan Agreement ”) dated as of
August 31, 2006 between the Borrower and the Lender.
B. The Borrower
has informed the Lender that the Borrower intends to enter into
that certain Second Lien Credit Agreement with Private Equity
Management Group, Inc. (“ PEMG ”), pursuant to which PEMG
will provide financing to the Borrower in the form of a term loan
in an amount not to exceed $7,500,000 (the “
PEMG Financing ”). The Borrower has requested that the Lender agree to
amend the Loan Agreement to, among other things, permit the PEMG
Financing and permit the Borrower to grant a lien to PEMG to secure
the PEMG Financing, provided that such PEMG Financing and the lien
granted to secure the PEMG Financing are subordinated to the
Liabilities and the lien granted to the Lender to secure the
Liabilities, and the Lender has agreed to do so on the terms and
conditions set forth herein.
Accordingly, the Borrower and the Lender agree as
follows:
1.
Definitions . Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such
terms in the Loan Agreement.
2.
Amendments To Loan Agreement .
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2.1.
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The definitions of “ Change in Control ” is
hereby amended by deleting “thirty percent (30%) in the fifth
line of clause (a) thereof and by substituting “forty percent
(40%) in its stead.
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2.2.
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The definition “ Permitted Subordinated Indebtedness ” shall be deleted in its entirety from Section 1 of the
Loan Agreement and the following shall be substituted
therefor:
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“ Permitted
Subordinated Indebtedness ”. That
Indebtedness of the Borrower (a) which is listed on
Exhibit 4.7 annexed hereto and identified thereon as “Permitted
Subordinated Indebtedness” or to PEMG pursuant to the PEMG
Financing (which Indebtedness the Lender hereby confirms in each
case is subordinated on terms satisfactory to it) and (b) which at
all times shall be subject to subordination provisions (whether in
a subordination agreement or otherwise), including, without
limitation, standstill provisions, satisfactory to the Lender,
together with amendments, restatements, renewals and extensions of
the foregoing (other than subordination provisions which shall not
be amended or otherwise modified without the prior written consent
of the Lender) so long as such amendments, restatements, renewals
and exten
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