8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event
reported): June 30, 2011

Bakers Footwear Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Missouri	000-50563	43-0577980
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2815 Scott Avenue St. Louis, Missouri	63103
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(314) 621-0699

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Subordinated Convertible Debentures and Subordinated Convertible Debenture Purchase Agreement.

     On June 30, 2011, Bakers Footwear Group, Inc. (the “Company”) entered into an amendment to its $4 million in aggregate principal amount of 9.5% Subordinated Convertible Debentures (the “Debentures”) issued by the Company to investors on June 26, 2007, and an amendment to the related Subordinated Convertible Debenture Purchase Agreement dated June 13, 2007, by and among the Company and the investors named therein (collectively, the “Debenture Amendments”). The Debenture Amendments defer payment of principal under the Debentures. Originally, all $4 million in principal amount was payable on June 30, 2012. Under the Debenture Amendments, principal will be repaid in four equal annual installments of $1 million beginning on June 30, 2012. The interest rate on the Debentures was also increased from 9.5% to 12% per annum. The Debentures continue to be nonamortizing, with interest payable semi-annually on each June 30 and December 31. The Debenture Amendments are attached hereto as Exhibit 4.1 and incorporated herein by reference.

     Also as previously reported, the Company’s Second Amended and Restated Loan and Security Agreement, as amended (the “Senior Secured Loan Agreement”), required that the Company refinance the Debentures on or before May 1, 2012, to extend the maturity to a date beyond July 27, 2013 (the “Refinancing Covenant”). The Senior Secured Loan Agreement matures on May 28, 2013. In connection with the Debenture Amendments, the Company’s senior lender, Bank of America, N.A. (the “Bank”), consented to the Debenture Amendments, subject to the terms of an amendment to that certain Senior Secured Loan Agreement (“Bank Amendment”), which was entered into between the Bank and the Company on June 30, 2011. The Bank’s consent was also subject to the terms of an amended and restated subordination agreement in favor of the Bank entered into on June 30, 2011 among the Company, the Debenture Investors, and the Bank (the “Bank Subordination Agreement”).

     The Bank Amendment and the Bank Subordination Agreement remove the Refinancing Covenant and allow the Company to make the $1 million required principal payment on June 30, 2012, provided that certain conditions are met, including that the Company maintains at least a 1.0 to 1.0 ratio of adjusted EBITDA to its interest expense for the 12 month period ending May 26, 2012, all as calculated pursuant to the Senior Secured Loan Agreement. As previously disclosed, the Company’s Senior Secured Loan Agreement already requires that the Company maintain unused availability greater than 20% of the calculated borrowing base or maintain the ratio of its adjusted EBITDA to its interest expense (both as defined in the amendment) of no less than 1.0:1.0. The minimum availability covenant is tested daily and, if not met, then the adjusted EBITDA covenant is tested on a rolling twelve month basis. The Bank Amendment and Bank Subordination Agreement are filed herewith as Exhibits 10.1 and 4.2 and are incorporated herein by reference. For more information on the Company’s Senior Secured Loan Agreement or the risks of the Company’s liquidity situation and its ability to comply with its financial covenants, please see the Company’s most recent Form 10-Q filed on June 14, 2011.

     As previously disclosed in a Current Report of Form 8-K filed on June 19, 2007, investors in the Debentures included corporate director Scott C. Schnuck, former director Andrew Baur, an entity affiliated with Mr. Baur, and advisory directors Bernard A. Edison and Julian Edison and are set forth in the attached Exhibit 4.1. Bernard Edison is also the father of Peter Edison, the Company’s Chairman and Chief Executive Officer. Julian Edison is a cousin of Peter Edison. Each of Messrs. Schnuck, B. Edison and J. Edison receive fees and other compensation from the Company from time to time in their capacities with the Company. The audit committee and Board of Directors of the Company reviewed and approved the transaction.

Other terms of Subordinated Convertible Debentures.

     The Debentures continue to be convertible into shares of common stock at any time. The initial conversion price was $9.00 per share. The conversion price, and thus the number of shares into which the Debentures are convertible, is subject to anti-dilution and other adjustments. If the Company distributes any assets (other than ordinary cash dividends), then generally each holder is entitled to receive a like amount of such distributed property. In the event of a merger, consolidation, sale of substantially all of the Company’s assets, or reclassification or compulsory share exchange, then upon any subsequent conversion

each holder will have the right to either the same property as it would have otherwise been entitled or cash in an amount equal to 100% principal amount of the Debenture, plus interest and any other amounts owed. The Debentures also contain a weighted average conversion price adjustment generally for future issuances, at prices less than the then current conversion price, of common stock or securities convertible into, or options to purchase, shares of common stock, excluding generally currently outstanding options, warrants or performance shares and any future issuances or deemed issuances pursuant to any properly authorized equity compensation plans. The Debentures contain limitations on the number of shares issuable pursuant to the Debentures regardless of how low the conversion price may be, including limitations generally requiring that the conversion price not be less than $8.10 per share for Debentures originally issued to advisory directors, corporate directors or the entity affiliated with Mr. Baur, that the Company does not issue common stock amounting to more than 19.99% of its common stock in the transaction or such that following conversion, the total number of shares beneficially owned by each holder does not exceed 19.999% of the Company’s common stock. These limitations may be removed with shareholder approval.

     As a result of prior issuances of common stock, the weighted average conversion price of the subordinated convertible debentures has decreased to $6.76 with respect to $1 million in aggregate principal amount of debentures and to $8.10, the minimum conversion price, with respect to $3 million in aggregate principal amount of debentures originally issued to directors and director affiliates. The debentures are now convertible into a total of 518,299 shares of the Company’s common stock. The Debenture Amendments had no impact on the conversion terms.

     The Debentures generally provide for customary events of default, which could result in acceleration of all amounts owed, including default in required payments, failure to pay when due, or the acceleration of, other monetary obligations for indebtedness (broadly defined) in excess of $1 million (subject to certain exceptions), failure to observe or perform covenants or agreements contained in the transaction documents, including covenants relating to using the net proceeds, maintaining legal existence, prohibiting the sale of material assets outside of the ordinary course, prohibiting cash dividends and distributions, share repurchases, and certain payments to the Company’s officers and directors. The Company generally has the right, but not the obligation, to redeem the unpaid principal balance of the Debentures at any time prior to conversion if the closing price of the Company’s common stock (as adjusted for stock dividends, subdivisions or combinations) is equal to or above $16.00 per share for each of 20 consecutive trading days and certain other conditions are met. The Company has also agreed to provide certain piggyback and demand registration rights, until two years after the Debentures cease to be outstanding, to the holders under the Securities Act of 1933 relating to the shares of common stock issuable upon conversion of the Debentures.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The information set forth under Item 1.01 is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

     The information set forth under Item 1.01 is incorporated herein by reference.

     For the Debenture Amendments, the Company relied on the exemption from registration relating to offerings that do not involve any public offering pursuant to Section 4(2) under the Securities Act of 1933 and Section 3(a)(9) under the Securities Act of 1933 for an exchange with existing security holders where no commission or other remuneration is paid or given for soliciting such exchange. The offering of the securities was conducted without general solicitation or advertising. The Debentures continue to bear, and certificates evidencing the shares of common stock issuable upon conversion of the Debentures will bear, restrictive legends permitting the transfer thereof only in compliance with applicable securities laws. The Company believes that the Investors are holding the Debentures for investment purposes and not with a view to or for distribution in these transactions and that each was an “accredited investor” under Rule 501(e) under Regulation D under the Securities Act of 1933.

Item 3.03. Material Modification of Rights of Security Holders.

     The information set forth under Item 1.01 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. See Exhibit Index.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BAKERS FOOTWEAR GROUP, INC.
Date: July 5, 2011	By:	/s/ Charles R. Daniel, III
		Charles R. Daniel, III
		Executive Vice President, Chief Financial Officer, Controller, Treasurer and Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
4.1	Second Amendment to Subordinated Convertible Debentures and Subordinated Convertible Debenture Purchase Agreement dated June 30, 2011.
4.2	Amended and Restated Subordination Agreement dated June 30, 2011 by and among the Company, the Investors named therein and Bank of America, N.A.
10.1	Sixth Amendment to Second Amended and Restated Loan and Security Agreement dated June 30, 2011 by and among the Company and Bank of America, N.A.

EX-4.1

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

EX-4.2

Exhibit 4.2

AMENDED AND RESTATED SUBORDINATION AGREEMENT

Preliminary Statement

     This Amended and Restated Subordination Agreement (this “Agreement”) is made as of June 30, 2011 by and among Bakers Footwear Group, Inc. (the “Company”), each of the Investors set forth on the signature pages hereto (each, a “Subordinated Creditor” and, collectively, the “Subordinated Creditors”) and Bank of America, N. A. (“Senior Lender”). The Company and Senior Lender are parties to the Second Amended and Restated Loan and Security Agreement dated as of August 31, 2006 (as amended and in effect, and as may be further amended, restated, modified and/or supplemented from time to time, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Loan Agreement.

     Pursuant to the Loan Agreement, the Senior Lender has agreed, subject to the terms and conditions set forth therein, to make certain revolving credit loans, advances and other financial accommodations to or for the benefit of the Company (collectively, the “Loans”).

     The Company and the Subordinated Creditors are party to the Subordinated Convertible Debenture Purchase Agreement dated as of June 13, 2007, pursuant to which the Company has issued subordinated convertible debentures due 2012, dated June 26, 2007, in the original face amount of $4,000,000.00 (collectively, as amended and in effect on the date hereof, the “Subordinated Debentures”), which Subordinated Debentures are being amended contemporaneously herewith pursuant to the Second Amendment to Subordinated Convertible Debentures and Subordinated Convertible Debenture Purchase Agreement (the “Debentures Second Amendment”).

     The Company, the Subordinated Creditors and the Senior Lender are party to that certain Subordination Agreement dated as of June 26, 2007 (as amended and in effect, the “Existing Subordination Agreement”).

     The Company has requested that the Senior Lender consent to, and the Senior Lender has agreed, to consent to, the Debentures Second Amendment contingent upon, among other things, the execution and delivery by Subordinated Creditors and the Company of this Agreement.

     NOW THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the willingness of the Senior Lender to consent to the Debentures Second Amendment, the Company and the Subordinated Creditors, jointly and severally, agree with the Senior Lender that the Existing Subordination Agreement shall be amended and restated in its entirety to read as follows:

1. Subordination. Each Subordinated Creditor hereby subordinates the Indebtedness of the Company evidenced by the Subordinated Debentures, as amended by the Debentures Second Amendment (the “Subordinated Indebtedness”), to any and all Indebtedness now or hereafter owing by the Company to the Senior Lender (collectively, the “Senior Indebtedness”) and agrees that the Subordinated

-1-

Indebtedness shall be junior in right of payment and exercise of remedies to the Senior Indebtedness. Without limiting the foregoing, any lien on, security interest in or mortgage or pledge of any of the property or assets of the Company to or for the benefit of the Subordinated Creditors securing any of the Subordinated Indebtedness, whether now existing or arising in the future, is expressly subordinate and junior in priority of payment and exercise of remedies to any liens, security interests, mortgages or pledges of any of the assets of the Company, both now existing and arising in the future, securing any of the Senior Indebtedness; notwithstanding the foregoing, the Company hereby agrees that it shall not give or permit to be given, and each Subordinated Creditor hereby agree that it shall not take, any collateral for the Subordinated Indebtedness.

2. Payments.

(a)

Subject to Section 2(b) below, for so long as any Senior Indebtedness remains outstanding, and notwithstanding anything to the contrary set forth in the Subordinated Debentures (as amended pursuant to the Debentures Second Amendment) or any other document governing the Subordinated Indebtedness to the contrary, the Subordinated Creditors shall be entitled to receive and retain only (i) those regularly scheduled payments (without acceleration) of interest on the Subordinated Indebtedness (the “Scheduled Interest Payments”), to the extent and in the manner set forth in the Subordinated Debentures, and (ii) so long as the Subordinated Debenture Payment Conditions have been met, the Subordinated Debenture 2012 Required Payment. As used herein, “Subordinated Debenture Payment Conditions” means no Suspension Event has occurred and is continuing, and the ratio of the Company’s EBITDA (calculated as set forth in Exhibit 5.11(a)(ii)) to its Interest Expense, as calculated on a trailing twelve month basis for the period ending May 26, 2012, is equal to or greater than 1.0:1.0. As used herein, the “Subordinated Debenture 2012 Required Payment” means a payment of principal required to be made by the Company pursuant to the Subordinated Debentures in the amount of $1,000,000, which payment is due on June 30, 2012.

(b)

Notwithstanding the provisions of Section 2(a) above, the Company and the Subordinated Creditors covenant to and agree with the Senior Lender that upon the occurrence of a default or Event of Default under the Loan Agreement (collectively, a “Default”), the Subordinated Creditors’ right to receive and retain the Scheduled Interest Payments and the Subordinated Debenture 2012 Required Payment (and any other payments) under the Subordinated Debentures shall immediately cease. The Subordinated Creditors agree not to demand, accept or receive any payment in respect of the Subordinated Indebtedness after the occurrence of a Default including, without limitation, any payment received through the exercise of any right of setoff, counterclaim, cross-claim or otherwise, or any collateral therefor, while any Senior Indebtedness remains outstanding, provided that Subordinated Creditor may exercise those remedies set forth in Section 9 below. Without limiting the foregoing, the Company agrees that no amount shall be paid, whether in cash, property, securities or otherwise, by the Company to the Subordinated Creditors after the occurrence of a Default in respect of the Subordinated Indebtedness, while any Senior Indebtedness remains outstanding, without the prior written consent of the Senior Lender.

-2-

3. Bankruptcy, Insolvency, etc.

(a)

In the event of an insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceedings relative to the Company or to its assets, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy (any such proceeding referenced above being referred to herein as an “Insolvency Proceeding”), so long as any Senior Indebtedness is outstanding, the Senior Lender shall be entitled in any such Insolvency Proceedings to receive payment in full in cash of all Senior Indebtedness before the Subordinated Creditors are entitled in such Insolvency Proceedings to receive any payment on account of the Subordinated Indebtedness, other than any payment consisting solely of any securities of the Company issued in connection with an Insolvency Proceeding, the payment of which securities is junior or otherwise subordinated, at least to the same extent provided in this Agreement, to the payment of any and all of the Senior Indebtedness (collectively, “Subordinated Securities”), and to that end in any such Insolvency Proceedings, so long as any Senior Indebtedness remains outstanding, any payment or distribution of any kind or character, whether in cash or in other property (other than Subordinated Securities), to which any Subordinated Creditor would be entitled on account of the Subordinated Indebtedness but for the provisions hereof, shall be delivered to the Senior Lender to the extent necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness.

(b)

Upon the commencement of an Insolvency Proceeding, the Subordinated Creditors shall be deemed, as security for the Senior Indebtedness and in order to effectuate the subordination set forth above, to have assigned the Subordinated Indebtedness to the Senior Lender and granted to the Senior Lender as of the date of the commencement of such Insolvency Proceeding the right to collect all payments and distributions of any kind and description (other than Subordinated Securities), whether in cash or other property, paid or payable in respect of any claims or demands of the Subordinated Creditors against the Company arising from the Subordinated Indebtedness. Upon the commencement of an Insolvency Proceeding, each Subordinated Creditor shall also be deemed to have granted to the Senior Lender the full right (but not the obligation), in its own name or in its name as attorney in fact for such Subordinated Creditor, to collect and enforce claims and demands of such Subordinated Creditor arising from the Subordinated Indebtedness by suit, proof of claim in bankruptcy or other liquidation, reorganization or Insolvency Proceedings or otherwise. Each Subordinated Creditor by its execution of this Agreement also hereby grants to the Senior Lender: (i) the exclusive right to vote any and all claims of such Subordinated Creditor in any Insolvency Proceedings involving the Company with respect to the election of a trustee or similar official and with respect to any proposed plan of reorganization of the Company; and (ii) the exclusive right to object to any proposed plan of reorganization of the Company to which such Subordinated Creditor would have the right to object in any Insolvency Proceeding.

4. Turn-Over of Payments Received by Subordinated Creditors. In the event that notwithstanding the provisions of the Loan Agreement and this Agreement, the Company shall make any payment to a Subordinated Creditor on account of the Subordinated Indebtedness not expressly

-3-

authorized hereby, such payment shall be held in trust by such Subordinated Creditor, for the benefit of the Senior Lender, and shall be paid over immediately (without necessity of demand) to the Senior Lender for application in accordance with the Loan Agreement to the payment of all Senior Indebtedness remaining due and payable until the same shall have been paid in full, in cash, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. In the event of the failure of a Subordinated Creditor to endorse any instrument for the payment of money so received by such Subordinated Creditor on account of the Subordinated Indebtedness, the Senior Lender is irrevocably appointed attorney-in-fact for such Subordinated Creditor with full power to make such endorsement and with full power of substitution.

5. Obligations Absolute. The provisions of this Agreement are for the purpose of defining the relative rights of the Senior Lender on the one hand and the Subordinated Creditors on the other hand with respect to the enforcement of rights and remedies and priority of payment of the Senior Indebtedness and the Subordinated Indebtedness. Nothing herein shall impair, as between the Company and the Subordinated Creditors, the obligations of the Company, which are unconditional and absolute, to pay to the holder thereof the principal and interest thereon and any other liabilities encompassed in the Subordinated Indebtedness, all in accordance with their respective terms, subject to the prior payment in full in cash of the Senior Indebtedness.

6. Subordination Not Affected. Without the necessity of any reservation of rights against or any notice to or further assent by any Subordinated Creditor, (i) any demand for payment of any Senior Indebtedness made by the Senior Lender may be rescinded in whole or in part by the Senior Lender, (ii) the Senior Lender may exercise or refrain from exercising any rights and/or remedies against the Company and others, if any, liable under the Senior Indebtedness, and (iii) the Senior Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating to the Senior Indebtedness (including without limitation, the Loan Agreement and the other Loan Documents), or any collateral security therefor or guaranty thereof or other right of any nature with respect thereto, may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released by the Senior Lender, in any manner the Senior Lender deems in its best interests, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein. Without limiting the foregoing, the Subordinated Creditors waive any and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the Senior Indebtedness, the Loan Agreement or the other Loan Documents, and notice of or proof of reliance by the Senior Lender upon the subordination provided for herein. The Senior Indebtedness shall conclusively be deemed to have been created, contracted and incurred in reliance upon the provisions of this Agreement.

7. Warranties, Representations, Covenants and Acknowledgments of the Subordinated Creditors.

(a)	Each Subordinated Creditor represents to the Senior Lender that all Indebtedness of the Company to such Subordinated Creditor is evidenced by a Subordinated Debenture. Each Subordinated Creditor further represents that said Indebtedness has not heretofore been assigned, pledged to, or subordinated in favor of, any other Person.
(b)	Each Subordinated Creditor hereby covenants and agrees that it will not amend or permit amendment of the terms of its Subordinated Debenture or any other agreement, document

-4-

	or instrument hereafter evidencing any Subordinated Indebtedness, without the prior written consent of the Senior Lender, including, without limitation, any amendment that would:(i) increase the principal amount of the Subordinated Indebtedness; (ii) increase the rate of interest accruing on the Subordinated Indebtedness; (iii) change in any manner the dates upon which any principal or interest payment on the Subordinated Indebtedness is due; (iv) change in any manner, or add, any affirmative or negative covenants, events of default, redemption provisions or subordination provisions of any Subordinated Indebtedness; (v) take any collateral for the Subordinated Indebtedness; or (vi) except as set forth in the Subordinated Debentures, the Subordinated Convertible Debenture Purchase Agreement dated June 13, 2007 by and among the Company and the Subordinated Creditors and the Registration Rights Agreement dated June 26, 2007 among the Company and the Subordinated Creditors (in each case, as each of the foregoing agreements is in effect on the date of execution thereof) give to the Subordinated Creditors the right to purchase, or to cause the Company to issue, equity interests in the Company.
(c)	The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate, partnership or other action on the part of each Subordinated Creditor, and this Agreement constitutes a valid and binding obligation of such Subordinated Creditor, enforceable against it in accordance with its terms.
(d)	Each Subordinated Creditor covenants and agrees that it will not assign, pledge, sell, transfer or otherwise dispose of any of the Subordinated Indebtedness or interests therein, whether through assignment or participation or otherwise, except to a Person who first becomes a party hereto and accepts without qualification all obligations of such Subordinated Creditor hereunder.
(e)	Each Subordinated Creditor acknowledges and agrees that this Agreement is a “subordination agreement” within the meaning of Section 510(a) of the United States Bankruptcy Code, 11 U.S.C. §510(a).

8. Validity and Enforceability of Liens Securing Senior Indebtedness; Cooperation with Senior Lender.

(a) No Subordinated Creditor will in any Insolvency Proceeding or other event described in Section 2 or otherwise, challenge, oppose or contest (or join in any challenge, opposition or contest by any third party, or encourage any third party to challenge, oppose or contest) the Senior Indebtedness or the perfection, superiority, priority, validity or enforceability of any security interest or lien granted to the Senior Lender pursuant to the Loan Agreement, the Security Documents or other Loan Documents, nor will any Subordinated Creditor challenge the validity or enforceability of such Loan Agreement, Security Documents or other Loan Documents, or any provision thereof. Each Subordinated Creditor hereby acknowledges that the provisions of this Agreement are intended to be enforceable at all times, whether before or after any Insolvency Proceeding or other event described in Section 2 of this Agreement. Each Subordinated Creditor hereby waives any right to require the Senior Lender to marshal the collateral for such Senior Indebtedness.

-5-

(b) Without limiting the foregoing, no Subordinated Creditor will challenge or oppose (or join with any party challenging or opposing) or take any action whatsoever to impair the exercise by the Senior Lender of the rights and remedies granted to the Senior Lender in the Loan Document.

9. Limitations on Remedies.

(a)

Upon the occurrence of any default or event of default (a “Subordinated Default”) in respect of the Subordinated Indebtedness, no Subordinated Creditor shall (a) accelerate all or any portion of the Subordinated Indebtedness; (b) commence or join (unless the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 days after receipt by Senor Lender of such Default Notice and (ii) an Insolvency Proceeding.

(b)

Notwithstanding the provisions of Section 9(a) above:

(i)	During any Standstill Period, the Subordinated Creditors shall accept any cure of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors to the position they would have been but for such default or event of default; and
(ii)	If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely as a result of a cross-default to the Senior Indebtedness, then:

(A)	If Senior Lender shall waive such default under the Senior Indebtedness, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and the applicable Subordinated Default shall be deemed to no longer exist; and
(B)	Notwithstanding the expiration of the applicable Standstill Period, Subordinated Creditors shall not be permitted to take any Enforcement Action with respect to the Subordinated Indebtedness unless the Senior Indebtedness has been accelerated.

(c) Nothing contained in this Section 9 shall limit or impair the obligations and agreements of the Subordinated Creditors set forth in any other Section of this Agreement.

-6-

10. Assignments and Appointments. Each Subordinated Creditor, for itself and its successors and assigns, hereby irrevocably authorizes and directs the Senior Lender, and any trustee or debtor in possession in bankruptcy, receiver, custodian or assignee for the benefit of creditors of the Company, whether in voluntary or involuntary liquidation, dissolution or reorganization, on his or its behalf, to take such action as may be necessary or appropriate to effectuate the subordination provided for in this Agreement and irrevocably appoints the Senior Lender and any such trustee, receiver, custodian or assignee, attorney-in-fact for such purpose with full powers of substitution and revocation.

11. No Impairment. No right of the Senior Lender to enforce subordination as herein provided shall at any time or in any way be affected or impaired by any failure to act on the part of the Company, or by any non-compliance by the Company with any of the terms, provisions and covenants of the agreement, documents and instruments evidencing the Subordinated Indebtedness, regardless of any knowledge thereof that the Senior Lender may have or be otherwise charged with, or by any action which the Senior Lender may take or refrain from taking with respect to the Senior Indebtedness or the Subordinated Indebtedness.

12. Further Assurances. In order to carry out the terms and intent of this Subordination Agreement more effectively, the Subordinated Creditors will take all actions and execute all further documents and instruments reasonably necessary or convenient to preserve for the Senior Lender the benefits of this Agreement.

13. Waivers, etc. No action which the Senior Lender, or the Company with the consent of the Senior Lender, may take or refrain from taking with respect to any Senior Indebtedness, or any promissory note or notes representing the same, or any collateral therefor, including any waiver or release thereof (or any waiver of any provision thereof or default of any agreement or agreements (including guaranties) in connection therewith, shall affect this Agreement or the rights of the Senior Lender or the obligations of the Subordinated Creditors hereunder. No waiver shall be deemed to be made by the Senior Lender of any of its rights hereunder unless the same shall be in writing and then only with respect to the specific instance involved, and shall in no way impair or offset the rights of the Senior Lender or the obligations of the Subordinated Creditors in any other respect or at any other time.

14. Notices.

(a)	By the Senior Lender to the Subordinated Creditors. The Senior Lender shall provide the Subordinated Creditors with notice of any Default simultaneously with giving notice to the Company, provided that any failure by the Senior Lender to give such notice shall not affect or limit the Senior Lender’s rights hereunder.
(b)	By the Subordinated Creditors to the Senior Lender. The Subordinated Creditors shall provide the Senior Lender with notice of any default relating to any Subordinated Indebtedness simultaneously with giving notice to the Company.
(c)	By the Company to the Senior Lender. The Company shall provide the Senior Lender with copies of all notices of any default received by it from the Subordinated Creditor immediately upon its receipt thereof.

-7-

(d)

By the Company to the Subordinated Creditors. The Company shall provide the Subordinated Creditors with copies of all notices of any default given by it to the Senior Lender or received by it from the Senior Lender immediately upon its delivery or receipt thereof.

(e)

Method. Except as otherwise provided herein, all demands or notices hereunder shall be in writing and shall be deemed to have been sufficiently given or served for all purposes hereof if personally delivered or mailed or transmitted by telecopy if the sender on the same day sends a confirming copy of such communication by a recognized overnight delivery services (charges prepaid), recognized overnight delivery services (charges prepaid) or first class mail, postage prepaid, to them at their respective addresses as set forth on the signature pages hereto and incorporated herein by reference, or at such other address as the party to whom such notice is directed may have designated in writing to the other party hereto. A notice shall be deemed to have been given upon the earlier to occur of (i) three (3) days after the date on which it is deposited in the U.S. mails or (ii) receipt by the party to whom such notice is directed.

15. Miscellaneous. This Agreement shall be binding upon the Subordinated Creditors and the Company and their respective heirs, legal representatives, successors and assigns and shall inure to the benefit of the Senior Lender and its legal representatives, successors and assigns (including without limitation any transferee of any Senior Indebtedness). The Senior Lender may assign this Agreement or its rights thereunder without the consent of the Subordinated Creditors or the Company. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of the counterparts shall together constitute and the same instrument.

16. Governing Law, Jurisdiction, Waiver of Jury Trial. This Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be construed in accordance with and governed by the internal laws of the Commonwealth of Massachusetts (without regard to conflicts of law principles). Each Subordinated Creditor, to the extent that such Subordinated Creditor may lawfully do so, hereby consents to service of process, and to be sued, in the Commonwealth of Massachusetts and consents to the jurisdiction of the courts of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of any of such Subordinated Creditor’s obligations hereunder or with respect to the transactions contemplated hereby, and expressly waives any and all objections as to venue in any such courts. Each Subordinated Creditor further agrees that a summons and complaint commencing an action or proceeding in any of such courts shall be properly served and confer personal jurisdiction if served personally or by certified mail at the address set forth below under the signature of such Subordinated Creditor or as otherwise provided under the laws of the Commonwealth of Massachusetts. EACH OF THE COMPANY AND THE SUBORDINATED CREDITORS IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR OTHER PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST IT IN RESPECT OF ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

17. Acknowledgment by Company. The Company covenants and agrees not to make any distribution or payment to any Subordinated Creditor in violation of the terms of this Agreement.

-8-

18. Existing Subordination Agreement Amended and Restated. This Agreement shall amend and restate the Existing Subordination Agreement in its entirety and the rights and obligations of the parties under the Existing Subordination Agreement shall be subsumed within, and be governed by, this Agreement; provided, however, that this Agreement shall not be deemed to evidence or result in a novation of the obligations of the Subordinated Creditors under the Existing Subordination Agreement.

-9-

This Agreement is executed as a sealed instrument as of the ____ of June, 2011.

COMPANY BAKERS FOOTWEAR GROUP, INC.
By:	/s/ Peter A. Edison
	Name:	Peter A. Edison
	Title:	Chairman and Chief Executive Officer

Address:	2815 Scott Avenue St. Louis, Missouri 63103
Telephone:	314-621-0699
Telecopier:	314-641-0390

SUBORDINATED CREDITOR: LINN H. BEALKE REVOCABLE TRUST
By:	/s/ Linn H. Bealke
	Name:	Linn H. Bealke
	Title:	Trustee

Address:

Telephone:  

Telecopier:   

SUBORDINATED CREDITOR:

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

By:	/s/ Bernard Edison
	Name:
	Title:

Address:

Telephone:  

Telecopier:   

SUBORDINATED CREDITOR:

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

Address:

Telephone:  

Telecopier:   

SUBORDINATED CREDITOR:

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

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

Address:	[illegible] St. Louis, Mo 63124
Telephone:	[illegible]
Telecopier:

SUBORDINATED CREDITOR:

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

Address:

Telephone:  

Telecopier:   

SUBORDINATED CREDITOR:

ANDREW N. BAUR REVOCABLE TRUST

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

Address:	165 N. Meramec Suite 210 St. Louis, MO 63105
Telephone:	314-721-9696
Telecopier:	314-721-9697

SUBORDINATED CREDITOR:

MISSISSIPPI VALLEY CAPITAL, LLC

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

Address:	101 S. Hanley Rd. Suite 1250 St. Louis, MO 63105
Telephone:	314-727-4555
Telecopier:

SENIOR LENDER

BANK OF AMERICA, N. A.

By:	/s/ Christine M. Scott
	Name:	Christine Scott
	Title:	Senior Vice President-Director

Address:	100 Federal Street, 9th Floor Boston, Massachusetts 02110
Telephone:	(617) 434-4078
Telecopier:	(617) 434-4312

EX-10.1

Exhibit 10.1

SIXTH AMENDMENT TO SECOND AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT

     This SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Sixth Amendment”) is made as of this 30th day of June, 2011 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 and the Lender have agreed to amend the Loan Agreement 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.

     2.1 The definition of “Subordinated Debentures” is hereby deleted in its entirety and the following substituted in its stead:

“Subordinated Debentures”. Those certain Subordinated Convertible Debentures issued by the Borrower on June 26, 2007, in the aggregate face amount of $4,000,000, as amended by that

certain First Amendment to Subordinated Convertible Debentures and Subordinated Convertible Debenture Purchase Agreement dated as of April 20, 2010 and that certain Second Amendment to Subordinated Convertible Debentures and Subordinated Convertible Debenture Purchase Agreement dated as of June 30, 2011.

     2.2 The following new definitions are hereby added to the Credit Agreement in appropriate alphabetical order:

“Subordinated Debenture 2012 Required Payment”. A payment of principal required to be made by the Borrower pursuant to the Subordinated Debentures in the amount of $1,000,000, which payment is due on June 30, 2012.

“Subordinated Debenture Payment Conditions”. No Suspension Event has occurred and is continuing, and the ratio of the Borrower’s EBITDA (calculated as set forth in Exhibit 5.11(a)(ii)) to its Interest Expense, as calculated on a trailing twelve month basis for the period ending May 26, 2012, is equal to or greater than 1.0:1.0.

     2.3 Section 4.28 of the Loan Agreement is hereby deleted in its entirety and the following substituted in its stead:

“4.28 Subordinated Debentures. The Borrower shall not make any principal payments on account of the Subordinated Debentures; provided that, if the Subordinated Debenture Payment Conditions have been met, then the Borrower may make the Subordinated Debenture 2012 Required Payment.

     2.4 Exhibit 5.11(a) of the Loan Agreement is hereby deleted in its entirety and the following is substituted in its stead:

“(i) The Borrower shall at all times maintain Availability of not less than the greater of (i) $1,500,000, and (ii) ten percent (10%) of the following: Borrowing Base less Availability Reserves.

(ii) If, at any time, the Borrower’s Availability is less than twenty percent (20%) of the Borrowing Base, then the ratio of the Borrower’s EBITDA to its Interest Expense, tested monthly and each calculated on a trailing twelve month basis, shall be equal to or greater than 1.0:1.0. For purposes of such calculation, “EBITDA” means with respect to any fiscal period, Borrower’s and its subsidiaries’ (for the portion of such fiscal period during which such entity is a subsidiary of the Borrower) consolidated net income (or loss), minus the sum of the following: (i) interest income, (ii) decreases in the recorded value of outstanding warrants, (iii) extraordinary items, and (iv) gains on sale of property and equipment, plus the sum of the following: (i) interest expense (inclusive of accretion of debt discount), (ii) noncash increases in the recorded value of outstanding warrants, (iii) income tax expense, (iv) depreciation and amortization, (v) noncash impairment of long-lived assets, noncash losses on disposal of property and equipment, and (vi) noncash stock-based compensation expense, in each case, as determined in accordance with GAAP. For purposes of this ratio, “Interest Expense” means with respect to any fiscal period, interest expense as determined in accordance with GAAP minus noncash accretion of debt discount included in interest expense.”

3. Consent to Amendment. Subject to the terms of the Amended and Restated Subordination Agreement dated as of even date herewith among the Borrower, the Lender and the Subordinated Creditors party thereto, Lender hereby consents to the terms of that certain Second Amendment to

2

Subordinated Convertible Debentures and Subordinated Convertible Debenture Purchase Agreement of even date herewith by and among the Borrower and the investors party thereto in substantially the form attached hereto as Exhibit A, which Second Amendment amends the terms of the Subordinated Debentures.

4. Additional Acknowledgments And Representations. As an inducement for the Lender to execute this Sixth Amendment, the Borrower hereby represents and warrants that as of the date hereof no Suspension Event has occurred and is continuing.

5. 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, off set, 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.

6. Conditions To Effectiveness. This Sixth Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Lender:

     6.1 This Sixth 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;

     6.2 The Lender shall have entered into a Subordination Agreement in form and substantce satisfactory to the Lender with the holders of the Subordinated Debentures;

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

     6.4 The Borrower shall have paid to the Lender all invoiced fees and expenses of the Lender, including, without limitation, all reasonable attorneys’ fees and any other fees and expenses incurred in connection with the preparation, negotiation, execution and delivery of this Sixth Amendment; and

     6.5 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.

7. Miscellaneous.

     7.1 This Sixth 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.

3

     7.2 This Sixth 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.

     7.3 Any determination that any provision of this Sixth 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 Sixth Amendment.

     7.4 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 Sixth Amendment.

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

[SIGNATURE PAGES FOLLOW]

4

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

BAKERS FOOTWEAR GROUP, INC., as Borrower
By:	/s/ Peter A. Edison
	Name:	Peter A. Edison
	Title:	Chairman and Chief Executive Officer

BANK OF AMERICA, N.A., as Lender
By:
	Name:
	Title:

S/1

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

BAKERS FOOTWEAR GROUP, INC., as Borrower
By:
	Name:
	Title:

BANK OF AMERICA, N.A., as Lender
By:	/s/ Christine M. Scott
	Name:	Christine M. Scott
	Title:	SVP — Director

S/1