exv4w11









Exhibit 4.11




EXECUTION COPY




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.



W I T N E S S E T H




     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:




               6.16 Financial Covenants



               (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:



	 	 	 	 	 
	 	 	Applicable Minimum
	Applicable Period	 	Amounts
	February 1, 2009 to May 2, 2009

	 	$	200,000	 
	February 1, 2009 to August 1, 2009

	 	$	1,000,000	 






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EXECUTION
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	 	 	Applicable Minimum
	Applicable Period	 	Amounts
	February 1, 2009 to October 31, 2009

	 	$	(4,100,000	)
	February 1, 2009 to January 30, 2010

	 	$	5,250,000	 
	January 31, 2010 to May 1, 2010

	 	$	500,000	 
	January 31, 2010 to July 31, 2010

	 	$	1,250,000	 
	January 31, 2010 to October 31, 2010

	 	$	(4,100,000	)
	November 1, 2010 to January 30, 2011

	 	$	5,250,000	 






     (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 provision hereof:




     (a) The representations and warranties in the Credit Agreement and the other Loan Documents
shall be true and correct in all material respects on and as of the date hereof, as though made on
such date (except to the extent that such representations and warranties relate solely to an
earlier date);



     (b) The Borrower hereby represent and warrants that no Default or Event of Default has
occurred and is continuing under the Credit Agreement as of the date hereof;



     (c) No Event of Default shall have occurred and be continuing under the Second Amended and
Restated Loan and Security Agreement dated as of August 31, 2006 between Bank of America, N.A.
(“Bank of America”) and Borrower, as amended, as of the date hereof;



     (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly
or indirectly, the consummation of the transactions contemplated herein shall have been issued and
remain in force by any Governmental Authority against Borrower, Agent or any Lender;



     (e) Borrower shall have paid Agent a fee equal to $15,000. The fee shall be fully earned and
non-refundable as of the date hereof;



     (f) Borrower shall have executed and delivered this Third Amendment to Lender by no later than
September 15, 2009; and



     (g) Borrower and Lender shall have obtained Bank of America’s consent to this Third Amendment.


4. CONSTRUCTION. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE
STATE OF CALIFORNIA.




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EXECUTION
COPY




5. ENTIRE AMENDMENT; EFFECT OF THIRD AMENDMENT. This Third Amendment, and terms and
provisions hereof, constitute the entire agreement among the parties pertaining to the subject
matter hereof and supersede any and all prior or contemporaneous amendments relating to the subject
matter hereof. Except as expressly set forth in this Third Amendment, the Credit Agreement and the
other Loan Documents shall remain unchanged and in full force and effect. To the extent any terms
or provisions of this Third Amendment conflict with those of the Credit Agreement or the other Loan
Documents, the terms and provisions of this Third Amendment shall control. This Third Amendment is
a Loan Document.



6. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Third Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the same instrument
and any of the parties hereto may execute this Third Amendment by signing any such counterpart.
Delivery of an executed counterpart of this Third Amendment by telefacsimile shall be equally as
effective as delivery of an original executed counterpart of this Third Amendment. Any party
delivering an executed counterpart of this Third Amendment by telefacsimile also shall deliver an
original executed counterpart of this Third Amendment, but the failure to deliver an original
executed counterpart shall not affect the validity, enforceability, and binding effect of this
Third Amendment.



7. MISCELLANEOUS.




     (a) Upon the effectiveness of this Third Amendment, each reference in the Credit Agreement to
“this Agreement,” “hereunder,” “herein,” “hereof” or words of like
import referring to the Credit Agreement shall mean and refer to the Credit Agreement as amended by
the First Amendment, Second Amendment, and this Third Amendment.



     (b) Upon the effectiveness of this Third Amendment, each reference in the Loan Documents to
the “Credit Agreement,” “thereunder,” “therein,” “thereof” or words
of like import referring to the Credit Agreement shall mean and refer to the Credit Agreement as
amended by the First Amendment, Second Amendment, and this Third Amendment.



[Signature Page Follows]




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EXECUTION COPY




     IN WITNESS WHEREOF, the parties have caused this Third Amendment to be executed and delivered
as of the date first written above.



	 	 	 	 	 	 	 
	 	 	BAKERS FOOTWEAR GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Peter Edison	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PRIVATE EQUITY MANAGEMENT GROUP, INC.,
 as Agent and as Security holder	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Bob Mozier	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Receiver	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GVECR II 2007 E Trust dated December 17, 2007,
 as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Bob Mozier 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Receiver	 	 
	 

	 	 	 	 	 	 





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