exv4w1






Exhibit 4.1




Second Amendment to Subordinated Convertible Debentures and

Subordinated Convertible Debenture Purchase Agreement (the “Amendment”)




     Reference is made to the subordinated convertible debentures due 2012, as amended (the
“Debentures”), originally issued by Bakers Footwear Group, Inc. (the “Company”) to the persons
listed on Exhibit A hereto (the “Investors”) on June 26, 2007. Reference is also made to
that certain Subordinated Convertible Debenture Purchase Agreement dated June 13, 2007 by and
between the Company and the Investors (the “Debenture Purchase Agreement” and collectively with
Debentures the “Debenture Documents”).



     In consideration of the mutual promises and other good and valuable consideration, the
adequacy and receipt of which hereby are acknowledged by the parties hereto, the parties agree as
follows:



     1. Beginning on June 30, 2011, the rate of interest used in the second sentence of Section
2.1 of the Purchase Agreement shall be changed from 9.5% per annum to 12% per annum, and the date
when the principal of the Debentures shall be due and payable used in the third sentence of Section
2.1 shall be changed from one payment on June 30, 2012 to four equal annual installment payments on
the following dates: June 30, 2012, June 30, 2013, June 30, 2014, and June 30, 2015.



     2. Beginning on June 30, 2011, the rate of interest used in the first sentence of Section 2
of each of the Debentures shall be changed from 9.5% per annum to 12% per annum.



     3. Notwithstanding the last paragraph immediately preceding section 1 of each of the
Debentures, the principal sum of each of the Debentures, respectively, shall be due and payable in
four equal annual installments on the following dates: June 30, 2012, June 30, 2013, June 30, 2014,
and June 30, 2015; except if any of such dates is not a Trading Day, such payment shall be due and
payable on the next succeeding Trading Day. Each such principal payment date shall be a Maturity
Date.



     4. This amendment shall not affect the conversion price or conversion terms of the Debentures.



     5. In accordance with Section 15(f) of each of the Debentures and Section 8.4(b) of the
Debenture Purchase Agreement, this Amendment shall be effective upon execution by the Company and
the Required Investors (as defined in the Debenture Purchase Agreement).



[Signature Page Follows]






 









 








Signature Page to Second Amendment to Subordinated Convertible Debentures and 

Subordinated Convertible Debenture Purchase Agreement




     IN WITNESS WHEREOF, the parties have executed this agreement this 30th day of June, 2011.



COMPANY:




	 	 	 	 	 
	BAKERS FOOTWEAR GROUP, INC.

 	 
	By:  	/s/ Peter A. Edison
 	 
	 	Name:  	Peter A. Edison 	 
	 	Title:  	Chairman and Chief Executive Officer 	 



 









 






	 	 	 	 	 



Signature Page to Second Amendment to Subordinated Convertible Debentures and 

Subordinated Convertible Debenture Purchase Agreement





     IN WITNESS WHEREOF, the parties have executed this agreement this _____ day of June, 2011.



INVESTOR:




	 	 	 	 	 
	LINN H. BEALKE REVOCABLE TRUST

 	 
	By:  	/s/ Linn H. Bealke
 	 
	 	Name:  	Linn H. Bealke 	 
	 	Title:  	Trustee 	 



 









 






	 	 	 	 	 



Signature Page to Second Amendment to Subordinated Convertible Debentures and 

Subordinated Convertible Debenture Purchase Agreement





     IN WITNESS WHEREOF, the parties have executed this agreement this _____ day of June, 2011.



INVESTOR:



BEATRICE C. EDISON IRREVOCABLE GST TRUST FOR BERNARD A. EDISON DATED 8-31-59




	 	 	 	 	 
	 	 
	By:  	/s/ Bernard Edison
 	 
	 	Name:  	 	 
	 	Title:  	Trustee 	 





 









 





Signature Page to Second Amendment to Subordinated Convertible Debentures and 

Subordinated Convertible Debenture Purchase Agreement




     IN WITNESS WHEREOF, the parties have executed this agreement this _____ day of June, 2011.



INVESTOR:




	 	 	 	 	 
	 	 
	By:  	/s/ Julian I. Edison
 	 
	 	Name:  	Julian I. Edison 	 
	 	 	 



 









 






	 	 	 	 	 



Signature Page to Second Amendment to Subordinated Convertible Debentures and 

Subordinated Convertible Debenture Purchase Agreement





     IN WITNESS WHEREOF, the parties have executed this agreement this _____ day of June, 2011.



INVESTOR:



LOUIS N. GOLDRING REVOCABLE TRUST DTD. 4/15/97




	 	 	 	 	 
	 	 
	By:  	/s/ Louis N. Goldring
 	 
	 	Name:  	Louis N. Goldring 	 
	 	Title:  	Trustee 	 



 









 






	 	 	 	 	 



Signature Page to Second Amendment to Subordinated Convertible Debentures and 

Subordinated Convertible Debenture Purchase Agreement





     IN WITNESS WHEREOF, the parties have executed this agreement this _____ day of June, 2011.



INVESTOR:




	 	 	 	 	 
	 	 
	By:  	/s/ Scott C. Schnuck
 	 
	 	Name:  	Scott C. Schnuck 	 
	 	 	 



 









 






	 	 	 	 	 



Signature Page to Second Amendment to Subordinated Convertible Debentures and 

Subordinated Convertible Debenture Purchase Agreement





     IN WITNESS WHEREOF, the parties have executed this agreement this 21st day of June, 2011.



INVESTOR:



ANDREW N. BAUR REVOCABLE TRUST




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Richard D. Baur
 	 
	 	 	Name:  	Richard D. Baur 	 
	 	 	Title:  	Trustee 	 
	 




 









 





Signature Page to Second Amendment to Subordinated Convertible Debentures and 

Subordinated Convertible Debenture Purchase Agreement




     IN WITNESS WHEREOF, the parties have executed this agreement this 22 day of June, 2011.



INVESTOR:



MISSISSIPPI VALLEY CAPITAL, LLC




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Scott D. Fesler
 	 
	 	 	Name:  	Scott D. Fesler 	 
	 	 	Title:  	Manager 	 



 









 






	 	 	 	 	 



Exhibit A



1. Andrew N. Baur Revocable Trust



2. Mississippi Valley Capital, LLC



3. Julian I. Edison



4. Scott C. Schnuck



5. Linn H. Bealke Revocable Trust



6. Louis N. Goldring Revocable Trust Dtd. 4/15/97



7. Beatrice C. Edison Irrevocable GST Trust for Bernard A. Edison Dated 8-31-59