EXHIBIT 10.7(b)
EXECUTION COPY
AMENDMENT dated as of October 23, 1998, to the Credit
Agreement dated as of September 18, 1997, as amended (the "Credit
Agreement"), among FOOTSTAR, INC. (the "Company"), the BANKS party
thereto, THE BANK OF NEW YORK, as Issuing Bank, and XXXXXX GUARANTY
TRUST COMPANY OF NEW YORK, as Administrative Agent and Swingline
Lender. Capitalized terms used herein and not defined herein shall
have the meanings assigned thereto in the Credit Agreement.
A. The Company, the Banks and the Agent have heretofore entered into the
Credit Agreement and the Amendment thereto dated as of April 30, 1998.
B. The Company wishes, and the undersigned Banks and the Agent are
willing, upon the terms and subject to the conditions set forth herein, to amend
Sections 5.15 and 5.16 of the Credit Agreement as set forth herein.
Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, receipt of which is hereby
acknowledged, the Company, the Banks and the Agent hereby agree as follows:
SECTION 1. Amendments of the Credit Agreement. (a) Section 5.15 of the
Credit Agreement is hereby amended as of the Amendment Effective Date (as
defined below) by replacing the amount "$135,000,000" in clause (d) thereof with
the amount "$205,000,000".
(b) Section 5.16 of the Credit Agreement is hereby amended as of the
Amendment Effective Date by inserting, following clause (f) thereof, the
following sentence:
Notwithstanding the foregoing, Footstar Corporation may incur Debt in
excess of that which is otherwise permitted by this Section 5.16; provided that
at any time that Footstar Corporation has outstanding Debt in excess of that
which is otherwise permitted by this Section 5.16, then any and all Loans
outstanding hereunder must be Loans made by the Banks to Footstar Corporation,
in its capacity as a Borrower, and any and all Letters of Credit outstanding
hereunder must be Letters of Credit issued for the account of Footstar
Corporation, in its capacity as a Borrower.
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SECTION 2. Representations and Warranties. The Company hereby represents
and warrants on and as of the Amendment Effective Date that (i) the
representations and warranties of the Company contained in the Credit Agreement
and the other Loan Documents are true in all material respects and (ii) no
Default has occurred and is continuing.
SECTION 3. Effectiveness. This Amendment shall become effective on the
date (the "Amendment Effective Date") of receipt by the Agent (or its counsel)
of counterparts hereof signed by the Company and the Required Banks or, in the
case of any such party as to which an executed counterpart shall not have been
received, receipt by the Agent in form satisfactory to it of telecopy or other
written confirmation from such party of execution of a counterpart hereof by
such party.
SECTION 4. Expenses. The Company shall pay all reasonable out-of-pocket
expenses of the Agent, including the reasonable fees and disbursements of
Cravath, Swaine & Xxxxx, special counsel for the Agent, in connection with the
preparation of this Amendment.
SECTION 5. New York Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. 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.
SECTION 7. Headings. The headings of this Amendment are for convenience of
reference only and are not part of this Amendment and are not to be taken into
consideration in interpreting this Amendment.
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SECTION 8. Effect of Amendment. Unless and until this Amendment becomes
effective, the Credit Agreement shall continue in effect on the terms thereof in
effect on the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
FOOTSTAR, INC.,
by /s/ XXXX X. XXXXXX
------------------------------
Name: Xxxx X. Xxxxxx
Title: Assistant Treasurer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, individually and as
Administrative Agent and
Swingline Lender,
by /s/ XXXXXX XXXXXXXXX
------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
THE BANK OF NEW YORK,
individually and as Issuing
Bank,
by /s/ XXXXXX X. XXXXXX, XX.
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Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
THE ASAHI BANK, LTD.,
by /s/ XXXXXX XXXX
------------------------------
Name: Xxxxxx Xxxx
Title: Senior Manager
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BANK OF AMERICA NATIONAL TRUST & SAVINGS
ASSOCIATION,
by /s/ XXXX X. XXXXXXXXX
-----------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
BANKBOSTON, N.A.,
by /s/ XXXXX X. XXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
CIBC, INC.,
by /s/ XXXXXXXXX XXXX
-----------------------------------
Name: Xxxxxxxxx Xxxx
Title: Executive Director
CREDIT LYONNAIS NEW YORK BRANCH,
by /s/ XXXXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: First Vice President
CREDIT SUISSE FIRST BOSTON,
by /s/ XXXXX X. XXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
by /s/ XXXX XXXXXXXXX
-----------------------------------
Name: Xxxx Xxxxxxxxx
Title: Managing Director
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FLEET NATIONAL BANK,
by /s/ XXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
FIRST UNION BANK,
by /s/ XXXXXX XXXXXXXXX
------------------------------
Name: Xxxxxx XxXxxxxxx
Title: Vice President
NATIONAL AUSTRALIA BANK LIMITED,
by /s/ X. XXXXX XXXXX III
------------------------------
Name: X. Xxxxx Perry III
Title: SVP & Head of Corporate
Banking & Finance
by /s/ XXXX XXXXXX
------------------------------
Name: Xxxx Xxxxxx
Title: Relationship Manager
PNC BANK, NATIONAL ASSOCIATION,
by /s/ XXXXXXX XXXXXXXX
------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
THE SAKURA BANK, LTD.,
by /s/ XXXXXXXX XXXXXXX
------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Senior Vice President
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STANDARD CHARTERED BANK,
by /s/ XXXXX X.X. XXXXX
------------------------------
Name: Xxxxx X.X. Xxxxx
Title: Senior Vice President
by /s/ XXXX XXXXXXXX
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Name: Xxxx Xxxxxxxx
Title: Assistant Vice President
UNION BANK OF CALIFORNIA, N.A.,
by /s/ XXXXX XXXXX
------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
