0000950138-08-000349 Sample Contracts

AMENDMENT NUMBER 1 TO LOAN DOCUMENTS
Loan Agreement • May 9th, 2008 • Bakers Footwear Group Inc • Retail-shoe stores • California

THIS AMENDMENT NUMBER 1 TO LOAN DOCUMENTS (this “First Amendment”), is entered into as of May 9, 2008, 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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May ____, 2008
Subordination Agreement • May 9th, 2008 • Bakers Footwear Group Inc • Retail-shoe stores

Reference is hereby made to that certain Subordination Agreement (as the same has been, or may hereafter be, amended, modified, supplemented or restated, the “Subordination Agreement”) dated as of February 1, 2008, by and among Bank of America, N.A. (the “Senior Lender”), Private Equity Management Group, Inc. (the “Subordinated Creditor”) and Bakers Footwear Group, Inc. (the “Company”). All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Subordination Agreement.

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