0000950138-09-000302 Sample Contracts

AMENDMENT NUMBER 2 TO LOAN DOCUMENTS
Loan Documents • April 15th, 2009 • Bakers Footwear Group Inc • Retail-shoe stores • California

THIS AMENDMENT NUMBER 2 TO LOAN DOCUMENTS (this "Second Amendment"), is entered into as of April 9, 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.

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THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 15th, 2009 • Bakers Footwear Group Inc • Retail-shoe stores • Massachusetts

This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Third Amendment”) is made as of this 9th day of April, 2009 by and among

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