0001060232-07-000006 Sample Contracts

FIRST AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • December 20th, 2007 • Collective Brands, Inc. • Retail-shoe stores • New York

This FIRST AMENDMENT TO TERM LOAN AGREEMENT, dated as of December 19, 2007 (this “First Amendment”), to the Term Loan Agreement referred to below, among COLLECTIVE BRANDS FINANCE, INC., a Nevada corporation (formerly known as “Payless ShoeSource Finance, Inc.”, the “Borrower”), COLLECTIVE BRANDS, INC., a Delaware corporation (the “Parent”), the Lenders (as defined in the Term Loan Agreement), CITICORP NORTH AMERICA, INC., as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”) and JPMORGAN CHASE BANK, N.A., as a Lender.

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FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND GUARANTY AGREEMENT
Loan and Guaranty Agreement • December 20th, 2007 • Collective Brands, Inc. • Retail-shoe stores • New York

This FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND GUARANTY AGREEMENT, dated as of December 19, 2007 (this “First Amendment”), to the Loan Agreement referred to below, among COLLECTIVE BRANDS FINANCE, INC., a Nevada corporation (formerly known as “Payless ShoeSource Finance, Inc.”, the “Borrower”), the guarantors signatory hereto (the “Guarantors”), the Lenders (as defined in the Loan Agreement), and WELLS FARGO RETAIL FINANCE, LLC, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).

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