EXHIBIT 10.3
AMENDMENT NO. 6 TO CREDIT AGREEMENT
AMENDMENT NO. 6 dated as of July 1, 2002 to the Credit Agreement dated as
of April 9, 1997 and amended and restated as of June 8, 2001 (as amended and
restated through the date hereof, the "CREDIT AGREEMENT") among FOOT LOCKER,
INC. (formerly, Venator Group, Inc., the "COMPANY"), the Subsidiary Borrowers
listed on the signature pages hereof (the "SUBSIDIARY BORROWERS"), the BANKS
party thereto, the CO-AGENTS party thereto, THE BANK OF NEW YORK, as
Administrative Agent, LC Agent and Swingline Bank and the LEAD ARRANGERS party
thereto.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Existing Credit Agreement
as set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, on and as of the date hereof, refer to
the Credit Agreement as amended hereby.
Section 2. Amendment to the Restricted Payments Covenant. (a) Clause (ii)
of Section 5.15 of the Credit Agreement is amended by replacing the reference to
"2.5:1" in the fifth line thereof with "2.0:1".
(b) Clause (iii) of Section 5.15 of the Credit Agreement is amended to
read in its entirety as follows:
(iii) the aggregate amount of Restricted Payments made does not exceed 25%
of the consolidated net income from continuing operations of the Company
and its Consolidated Subsidiaries for the then most recently ended Fiscal
Year with respect to which the Company has delivered the financial
statements described in Section 5.01(a);
Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
Section 4. Counterparts; Effectiveness. This Amendment may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective as of the date hereof upon receipt by the
Administrative Agent of a counterpart hereof signed by the Company, the
Administrative Agent and the Required Banks (or a facsimile or other written
confirmation (in form satisfactory to the Administrative Agent) that each such
party has signed a counterpart hereof).
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
FOOT LOCKER, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Title: Vice President & Treasurer
X.X. XXXXXX SECURITIES, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Title: Vice President
BNY CAPITAL MARKETS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Managing Director
JPMORGAN CHASE BANK, formerly The
Chase Manhattan Bank, successor
by merger to Xxxxxx Guaranty
Trust Company of New York
By: /s/ Xxxx Xxxxxxxxx
-------------------------------
Title: Vice President
-3-
BANK OF AMERICA, N.A., successor by
merger to Bank of America
National Trust and Savings
Association
By: /s/ Xxx X. Xxxxxxx
-------------------------------
Title: Managing Director
THE BANK OF NEW YORK
By: /s/ Xxxxxxxxx Xxxx Fuiks
-------------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Title: Managing Director
FLEET NATIONAL BANK, N.A.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
-------------------------------
Title: Vice President
WACHOVIA BANK, NATIONAL
ASSOCIATION, formerly known as
First Union National Bank
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Vice President
-4-
BANCO POPULAR PUERTO RICO NEW YORK
BRANCH
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Title: Vice President
FIRSTAR BANK N.A.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Vice President
-0-
XXX XXXX XX XXX XXXX, as
Administrative Agent, LC Agent
and Swingline Bank
By: /s/ Xxxxxxxxx Xxxx Xxxxx
-------------------------------
Title: Vice President
-6-
Acknowledged and consented to by:
EASTBAY, INC.
XXXXXXXXXX.XXX, INC.
FOOT LOCKER AUSTRALIA, INC.
FOOT LOCKER STORES, INC.
ROBBY'S SPORTING GOODS, INC.
TEAM EDITION APPAREL, INC.
VENATOR GROUP CORPORATE SERVICES, INC.
VENATOR GROUP HOLDINGS, INC.
VENATOR GROUP RETAIL, INC.
VENATOR GROUP SOURCING, INC.
VENATOR GROUP SPECIALTY, INC.
VENATOR GROUP INVESTMENTS LLC
By: /s/ Xxxxx X. Xxxxx
-------------------------------------------
Title: Vice President & Treasurer
RETAIL COMPANY OF GERMANY, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------
Title: Senior Vice President
-7-
