exv10w10w13



 







EXHIBIT 10.10.13




SEVENTH
AMENDMENT AGREEMENT — AMENDED AND

RESTATED LOAN AND SECURITY AGREEMENT




     This
SEVENTH AMENDMENT AGREEMENT (this “Seventh
Amendment”) is made as of this 28th
day of December, 2005 by and among



     BANK
OF AMERICA, N.A. (the “Lender”), with offices at
40 Broad Street, Boston,
Massachusetts 02109,


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 Amended and Restated Loan and Security Agreement
(as amended to date, the “Loan Agreement”) dated as
of June 11, 2002 between the Borrower and
the Lender.



     B. The Borrower has requested that the Lender agree to amend the Loan Agreement in order
to provide additional Availability 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. Terms defined in the Recitals shall be incorporated herein as
therein defined. Capitalized terms used herein and not otherwise defined herein shall have the
meanings
assigned to such terms in the Loan Agreement.



     2. AMENDMENT TO LOAN AGREEMENT. The definition “Borrowing Base” in
Article 1 of the Loan Agreement shall be deleted in its entirety and the following shall be
substituted
therefor:




“Borrowing Base”; The aggregate of the following:




(i) The face amount of Eligible Credit Card Receivables multiplied by the Credit
Card Advance Rate.




Plus




(ii)
       (A) from January 1 through
September 30 of each year. the lesser of (a)
the Cost of Eligible Inventory (net of Inventory Reserves) multiplied by the
inventory Advance Rate or (b) the Appraised Inventory Liquidation Value multiplied
by the Loan to Collateral Percentage; and




     (B)
from October 1 through December 31 of each year, the Appraised Inventory
Liquidation Value multiplied by 92.5%.”



     3. ADDITIONAL ACKNOWLEDGMENTS AND REPRESENTATIONS. As an
inducement for the Lender to execute this Seventh Amendment, the Borrower hereby represents
and
warrants that as of the date hereof no Suspension Event has occurred and is continuing.



 









 





     4. RATIFICATION
OF LOAN DOCUMENTS; NO CLAIMS AGAINST LENDER. Except as provided herein, all terms and conditions of the Loan Agreement and of the other
Loan Documents remain in full force and effect. The Borrower hereby ratifies, confirms, and
re-affirms all and singular the terms and conditions, including execution and delivery, of the Loan
Documents. There is no basis nor set of facts on which any amount (or any portion thereof) owed by
the Borrower to the Lender could be reduced, offset, waived, or forgiven, by rescission or
otherwise; nor is there any claim, counterclaim, offset, or defense (or other right, remedy, or
basis having a similar effect)available to the Borrower with regard to the Liabilities of the
Borrower to the Lender, nor is there any basis on which the terms and conditions of any of the
Liabilities of the Borrower to the Lender could be claimed to be
other than as stated on the written
instruments which evidence such Liabilities. To the extent that the Borrower has (or ever had) any
such claims against the Lender, it hereby affirmatively WAIVES and RELEASES same.



     5. CONDITIONS TO EFFECTIVENESS. This Seventh Amendment shall not be
effective until each of the following conditions precedent have been fulfilled to the
satisfaction of the
Lender:



     5.1 This Seventh Amendment shall have been duly executed and delivered by the
respective parties hereto, shall be in full force and effect and shall be in form and substance
satisfactory to the Lender;



     5.2 All action on the part of the Borrower necessary for the valid execution, delivery
and performance by the Borrower of this Seventh Amendment shall have
been duly and effectively
taken and evidence thereof satisfactory to the Lender shall have been
provided to the Lender;



     5.3 The Borrower shall have paid to the Lender an amendment fee in the amount of
$25,000 and all expenses then due and owing pursuant to the Loan Agreement; and



     5.4 The Borrower shall have provided such additional instruments and documents to the
Lender as the Lender and Lender’s counsel may have reasonably requested, each in form and substance
satisfactory to the Lender.



     6. MISCELLANEOUS.



     6.1
This Seventh Amendment may be executed in several counterparts and by each party on
a separate counterpart, each of which when so executed and delivered shall be an original, and
all of
which together shall constitute one instrument.



     6.2 This Seventh Amendment expresses the entire understanding of the parties with respect
to the transactions contemplated hereby. No prior negotiations or discussions shall limit,
modify, or
otherwise affect the provisions hereof.



     6.3 Any determination that any provision of this Seventh Amendment or any application
hereof is invalid, illegal, or unenforceable in any respect and in any instance shall not
affect the validity,
legality, or enforceability of such provision in any other instance, or the validity, legality, or
enforceability of any other provisions of this Seventh Amendment.



     6.4 The Borrower shall pay on demand all reasonable costs and expenses of the Lender,
including, without limitation, reasonable attorneys’ fees in connection with the preparation,
negotiation,
execution, and delivery of this Seventh Amendment.



2









 





     6.5    
THIS SEVENTH AMENDMENT SHALL BE CONSTRUED, GOVERNED, AND ENFORCED PURSUANT TO THE
INTERNAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL TAKE EFFECT AS SEALED INSTRUMENT.


[SPACE INTENTIONALLY LEFT BLANK]

3









 





     IN
WITNESS WHEREOF, the parties have hereunto caused this Seventh Amendment to be executed and
their seals to be hereto affixed as of the date first above written.



	 	 	 	 	 	 	 
	 	 	BAKERS FOOTWEAR GROUP, INC.,	 	 
	 	 	F/K/A Weiss And Neuman Shoe Co.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Lawrence L. Spanley	 	 
	 

	 	 	 	 	 	 
	 

	 	Name
	 	Lawrence L. Spanley	 	 
	 

	 	Title
	 	Executive Vice President, CFO	 	 
	 
	 	 	 	 	 	 
	 	 	BANK AMERICA. N.A.	 	 
	 

	 	By
	 	/s/ James J. Ward	 	 
	 

	 	 	 	 	 	 
	 

	 	Name
	 	James J. Ward	 	 
	 

	 	Title
	 	Managing Director	 	 






S/1