Fifth Amendment to Amended & Restated Loan and Security Agreement

Exhibit 10.17.10

FIFTH AMENDMENT TO AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT

               This FIFTH AMENDMENT (this “Fifth Amendment”) is made as of the 1st day of September, 2004 (“Amendment Closing Date”) by and among :

FLEET RETAIL GROUP, INC. f/k/a Fleet Retail Finance Inc. (the “Lender”), a Delaware corporation with offices at 40 Broad Street, Boston, Massachusetts 02109, 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:

Accordingly, the Borrower and the Lender agree as follows:

       “Eligible Credit Card Receivables”: Accounts due on a non-recourse basis from major credit card processors as arise in the ordinary course of business, as have been earned by performance. Unless otherwise approved in writing by the Lender, none of the following shall be deemed to be Eligible Credit Card Receivables:

          “Increased Reporting Event”: Availability at any time is less than $6,000,000.00. For purposes hereof, the occurrence of an Increased Reporting Event shall be deemed continuing notwithstanding that Availability may thereafter exceed the amounts set forth in the preceding sentence unless and until Availability exceeds such amount for sixty (60) consecutive days, in which case an Increased Reporting Event shall no longer be deemed to be continuing for purposes hereof.

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               (i) The face amount of Eligible Credit Card Receivables multiplied by the Credit Card Advance Rate.

               Plus

               (ii) the lesser of (a) the Cost of Eligible Inventory (net of Inventory Reserves) multiplied by the Inventory Advance Rate; or (b) the Appraised Inventory Liquidation Value multiplied by the Loan to Collateral Percentage.

               (a) With respect to each Libor Loan: Subject to Subsection (c), below, the period commencing on the date of the making or continuation of, or conversion to, the subject Libor Loan and ending fourteen days, one, two, or three months thereafter, as the Borrower may elect by notice (pursuant to Section 2:2-5) to the Lender

               (b) With respect to each Base Margin Loan: Subject to Subsection (c), below, the period commencing on the date of the making or continuation of or conversion to such Base Margin Loan and ending on that date (i) as of which the subject Base Margin Loan is converted to a Libor Loan, as the Borrower may elect by notice (pursuant to Section 2:2-5) to the Lender or (ii) on which the subject Base Margin Loan is paid by the Borrower.

               (c) The setting of Interest Periods is in all instances subject to the following:

(i) Any Interest Period for a Base Margin Loan which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day.

(ii) Any Interest Period for a Libor Loan which would otherwise end on a day that is not a Business Day shall be extended to the next succeeding

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Business Day, unless that succeeding Business Day is in the next calendar month, in which event such Interest Period shall end on the last Business Day of the month during which the Interest Period ends.

(iii) Subject to Subsection (iv), below, any Interest Period applicable to a Libor Loan, which Interest Period begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period ends, shall end on the last Business Day of the month during which that Interest Period ends.

(iv) Any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date.

(v) The number of Interest Periods in effect at any one time is subject to Section 2:2-10(e) hereof.

               2.12 Facility Fee.

               (a) In addition to any other fee or expense to be paid by the Borrower on account of the Revolving Credit, the Borrower shall pay the Lender the “Facility Fee” (so referred to herein) of $96,000.00, which has been fully earned by the Lender’s execution of this Fifth Amendment. (The Facility Fee is in addition to the Facility Fee previously earned by the Lender and paid by the Borrower in connection with the Loan Agreement).

               (b) Subject to this Section 2:2-12, the Facility Fee shall be paid to the Lender in monthly installments of $2,000.00 each. Monthly installments shall be paid on the first day of the month next following the Amendment

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Closing Date and on the first day of each month thereafter, until the entire Facility Fee has been paid.

               (c) Upon the termination of the Revolving Credit and upon the occurrence of any Event of Default described in Section 10:10-11 and at the option of the Lender upon the occurrence of any other Event of Default, any remaining installments of the Facility Fee shall be immediately due and payable.

               2.14 Early Termination Fee

               (a) In the event that the Termination Date occurs for any reason prior to August 31, 2005, the Borrower shall pay to the Lender the “Revolving Credit Early Termination Fee” (so referred to herein) equal to 0.50 percentage of the Revolving Credit Ceiling (based upon the highest amount of the Revolving Credit Ceiling during the six (6) month period immediately preceding the Termination Date as determined by Lender) and payable on the Termination Date.

               (b) No Revolving Credit Early Termination Fee shall be due and payable in the event of the early termination of the Revolving Credit in connection with a refinancing thereof agented or provided by the Lender or any affiliate of the Lender, it being understood that neither the Lender nor any such affiliate has agreed to provide or to entertain a request to provide any such refinancing.

               (c) At the Borrower’s election, which may be exercised only prior to the occurrence of any Event of Default, the Borrower may provide the Lender with irrevocable written notice setting the Termination Date, which date shall be at least fifteen (15) days but not more than sixty (60) days after the giving of such notice.

The Borrower shall provide the Lender with a Borrowing Base Certificate (in the form of EXHIBIT 5.4 annexed hereto, as such form may be revised from time to time by the Lender), monthly fifteen (15) calendar days after the

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end of each fiscal month provided that if an Event of Default or an Increased Reporting Event has occurred, the Borrower shall provide such Borrowing Base Certificate on Wednesday of each week as of the close of business on the immediately preceding Saturday (which date for delivery shall not change until the circumstance giving rise to the Increased Reporting Event is remedied as provided in the definition of “Increased Reporting Event” or the Event of Default has been cured or has been waived in writing by the Lender, as the case may be). Such Certificate may be sent to the Lender by facsimile transmission, provided that the original thereof is forwarded to the Lender on the date of such transmission.

          (a) The Lender, at the expense of the Borrower, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrower.

          (b) The Borrower, at its own expense, shall cause not less than two (2) physical inventories to be undertaken in each twelve (12) month period during which this Agreement is in effect (the spacing of the scheduling of which inventories shall be subject to the Lender’s discretion) conducted by such inventory takers as are satisfactory to the Lender and following such methodology as may be satisfactory to the Lender.

(i) The Borrower shall provide the Lender with a copy of the preliminary results of each such physical inventory (as well as of any other physical inventory undertaken by the Borrower) within twenty (20) days following the completion of such inventory.

(ii) The Borrower shall provide the Lender with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by the Borrower) to the Borrower’s books and records within thirty (30) days following the completion of such inventory.

(iii) The Lender, in its discretion, following the occurrence of a Suspension Event, may cause such

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additional inventories to be taken as the Lender determines (each, at the expense of the Borrower).

          (c) The Lender may obtain appraisals of the Collateral, from time to time conducted by such appraisers as are satisfactory to the Lender. The Lender shall not conduct more than One (1) such appraisals of the Collateral at the Borrower’s expense during any Twelve (12) month period during which this Agreement is in effect, unless an Event of Default has occurred and is continuing or an Increased Reporting Event has occurred and not been remedied, in which case the Lender in its discretion, may undertake additional such appraisals at the Borrower’s expense during such period as the Lender shall require.

          (d) The Lender may conduct from time to time commercial finance field examinations of the Borrower’s books and records. The Lender may conduct One(1) commercial finance field examinations of the Borrower’s books and records at the Borrower’s expense during any Twelve (12) month period during which this Agreement is in effect, unless an Event of Default has occurred and is continuing or an Increased Reporting Event has occurred and not been remedied, in which case the Lender in its discretion, may conduct additional commercial finance field examinations (at the Borrower’s expense) during such period as the Lender shall require.

          (e) The Lender from time to time (in all events, at the Borrower’s expense) may undertake “mystery shopping” (so-called) visits to all or any of the Borrower’s business premises. The Lender shall provide the Borrower with a copy of any non-company confidential results of such mystery shopping.

          (f) The Lender agrees that prior to the occurrence of any Event of Default, the maximum amount of third party fees for which the Borrower shall be obligated to reimburse the Lender, cumulatively in any Twelve (12) month period during which this Agreement is in effect, is the aggregate of the following plus out of pocket expenses:

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In the event of and following the occurrence and during the continuance of any Event of Default, there shall not be any “cap” on such fees.

(D) an aging of Borrower’s credit card accounts receivable.

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          No document shall be deemed delivered to the Lender until received and accepted by the Lender at its head offices in Boston, Massachusetts. Under no circumstances shall this Fifth Amendment take effect until executed and accepted by the Lender at said head office.

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[SPACE INTENTIONALLY LEFT BLANK]

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

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Exhibit 5.11(a)

FINANCIAL PERFORMANCE COVENANTS

MINIMUM AVAILABILITY:

The Borrower shall maintain at all times Availability of not less than $1.5 Million, except that, Availability may be less than $1.5 Million for not more than three (3) consecutive Business Days in any month.