Exhibit 4.3
First Amendment to Subordinated Convertible Debentures and
Subordinated Convertible Debenture Purchase Agreement (the “Amendment”)
Reference is made to the subordinated convertible debentures due 2012 (the “Debentures”) originally issued by Bakers Footwear Group, Inc. (the “Company”) to the persons listed onExhibit 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. The definition of “Eligible Market” in each of the Debenture Documents is hereby deleted in its entirety and replaced with the following:
“Eligible Market” means any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, the OTC Bulletin Board quotation system, the electronic quotation system operated by Pink OTC Markets Inc., or any other electronic quotation system.
2. Subsection (xii) of the definition of “Event of Default” in each of the Debentures is hereby deleted in its entirety.
3. 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 First Amendment to Subordinated Convertible Debentures and
Subordinated Convertible Debenture Purchase Agreement
IN WITNESS WHEREOF, the parties have executed this agreement this 20th day of April, 2010.
COMPANY:
BAKERS FOOTWEAR GROUP, INC.
By:/s/ Peter A. Edison
Name: Peter A. Edison
Title: Chairman and Chief Executive Officer
Signature Page to First Amendment to Subordinated Convertible Debentures and
Subordinated Convertible Debenture Purchase Agreement
IN WITNESS WHEREOF, the parties have executed this agreement this 20th day of April, 2010.
INVESTOR:
Andrew N. Baur Revocable Trust
By:/s/ Andrew W. Baur_________________
Name: Andrew W. Baur_________________
Title: Trustee
Signature Page to First Amendment to Subordinated Convertible Debentures and
Subordinated Convertible Debenture Purchase Agreement
IN WITNESS WHEREOF, the parties have executed this agreement this day of March, 2010.
INVESTOR:
Mississippi Valley Capital, LLC
By:/s/Scott D. Fesler___________________
Name: Scott D. Fesler
Title: Manager
Signature Page to First Amendment to Subordinated Convertible Debentures and
Subordinated Convertible Debenture Purchase Agreement
IN WITNESS WHEREOF, the parties have executed this agreement this 20th day of April, 2010.
INVESTOR:
By:/s/ Julian I. Edison
Name: Julian I. Edison
Signature Page to First Amendment to Subordinated Convertible Debentures and
Subordinated Convertible Debenture Purchase Agreement
IN WITNESS WHEREOF, the parties have executed this agreement this 20th day of April, 2010.
INVESTOR:
By:/s/ Scott C. Schnuck
Name: Scott C. Schnuck
Signature Page to First Amendment to Subordinated Convertible Debentures and
Subordinated Convertible Debenture Purchase Agreement
IN WITNESS WHEREOF, the parties have executed this agreement this day of April, 2010.
INVESTOR:
Linn H. Bealke Revocable Trust
By:/s/ Linn H. Bealke_
Name: Linn H. Bealke
Title: Trustee
Signature Page to First Amendment to Subordinated Convertible Debentures and
Subordinated Convertible Debenture Purchase Agreement
IN WITNESS WHEREOF, the parties have executed this agreement this 20th day of April, 2010.
INVESTOR:
Louis N. Goldring Revocable Trust Dtd. 4/15/97
By:/s/ Louis N. Goldring
Name: Louis N. Goldring
Title: Trustee
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
