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EXHIBIT 10.32
[EXECUTION COPY]
AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT No. 4 dated as of March 19, 1999 to the Credit Agreement dated as
of April 9, 1997 and amended and restated as of March 19, 1999 (as in effect
immediately prior to the effectiveness of this Amendment, the "Existing Credit
Agreement") among VENATOR GROUP, INC. (formerly known as Woolworth Corporation)
(the "Company"), the Subsidiary Borrowers listed on the signature pages hereof
(the "Subsidiary Borrowers"), the BANKS party thereto, the CO-AGENTS party
thereto, BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION, as Documentation
Agent, 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
by making each Subsidiary Borrower a party to the Existing Credit Agreement;
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 Existing Credit Agreement
has the meaning assigned to such term in the Existing 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 Existing Credit Agreement shall, on and as of the
date hereof, refer to the Existing Credit Agreement as amended hereby.
Section 2. 100% Vote Amendment. On and as of the date hereof, immediately
after (and subject to) the effectiveness of the Required Banks Amendment (as
defined in Amendment No. 3 to the Existing Credit Agreement dated as of March
19, 1999 among the parties to the Existing Credit Agreement) and upon
satisfaction of the conditions set forth in Section 3 below, the Existing Credit
Agreement is hereby amended and restated in its entirety as set forth in Exhibit
A hereto. The amendment and restatement of the Existing Credit Agreement
effected pursuant to this Section 2 is referred to herein as the "100% Vote
Amendment", and the Existing Credit Agreement as amended and restated pursuant
to the 100% Vote Amendment is referred to herein as the "Second Restated Credit
Agreement".
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Section 3. Effectiveness of 100% Vote Amendment. The 100% Vote Amendment
shall become effective as of the date hereof upon satisfaction of each of the
following conditions:
(a) receipt by the Administrative Agent of a counterpart hereof signed by
the Company, each Subsidiary Borrower and all the Banks (or facsimile or other
written confirmation satisfactory to the Administrative Agent that each such
party has signed a counterpart hereof);
(b) receipt by the Administrative Agent of an opinion of Skadden, Arps,
Slate, Xxxxxxx & Xxxx LLP, special counsel for the Company, in form and
substance reasonably satisfactory to the Required Banks;
(c) receipt by the Administrative Agent of an opinion of Xxxx Xxxxxx,
General Counsel of the Borrower, in form and substance reasonably satisfactory
to the Required Banks;
(d) (i) the fact that the representations and warranties set forth in the
Second Restated Credit Agreement and the other Loan Documents shall be true and
correct on and as of the date hereof and (ii) receipt by the Administrative
Agent of a certificate of a Responsible Officer of the Company and each
Subsidiary Borrower so certifying;
(e) (i) the fact that, immediately after giving effect to the 100% Vote
Amendment, no Default (as defined in the Second Restated Credit Agreement) shall
have occurred and be continuing and (ii) receipt by the Administrative Agent of
a certificate of a Responsible Officer of the Company so certifying; and
(f) receipt by the Administrative Agent of all documents that the
Administrative Agent may reasonably request relating to the existence of the
Company and each Subsidiary Borrower, the corporate authority for and the
validity of this Amendment, the Second Restated Credit Agreement and any other
matters relevant hereto, all in form and substance satisfactory to the
Administrative Agent.
Section 4. 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 5. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
VENATOR GROUP, INC.
By /s/ Xxxx X. Xxxxxx
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Name: XXXX X. XXXXXX
Title: Vice President and Treasurer
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Each of the Subsidiary Borrowers listed below hereby consents to this Amendment
and agrees to be a party to, and be bound by, the Existing Credit Agreement as
amended and restated by the 100% Vote Amendment.
eVENATOR, INC.
By /s/ Xxxxx Xxxxxxx
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Name: XXXXX XXXXXXX
Title: Senior Vice President and
Chief Financial/Officer
VENATOR GROUP RETAIL, INC.
By /s/ Xxxxx Xxxxxxx
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Name: XXXXX XXXXXXX
Title: Senior Vice President and
Chief Financial/Officer
TEAM EDITION APPAREL, INC.
By /s/ Xxxxx Xxxxxxx
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Name: XXXXX XXXXXXX
Title: Senior Vice President and
Chief Financial/Officer
NORTHERN REFLECTIONS INC.
By /s/ Xxxxx Xxxxxxx
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Name: XXXXX XXXXXXX
Title: Senior Vice President and
Chief Financial/Officer
VENATOR GROUP SPECIALTY, INC.
By /s/ Xxxxx Xxxxxxx
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Name: XXXXX XXXXXXX
Title: Senior Vice President and
Chief Financial/Officer
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THE SAN FRANCISCO MUSIC BOX COMPANY
By /s/ Xxxx X. Xxxxxx
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Name: XXXX X. XXXXXX
Title: Vice President and Treasurer
FOOT LOCKER EUROPE B.V.
By /s/ Xxxx X. Xxxxxx
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Name: XXXX X. XXXXXX
Title: Vice Pesident and Treasurer
FOOT LOCKER JAPAN K.K.
By /s/ Xxxx X. Xxxxxx
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Name: XXXX X. XXXXXX
Title: Vice President and Treasurer
VENATOR GROUP AUSTRALIA LIMITED
By /s/ Xxxx X. Xxxxxx
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Name: XXXX X. XXXXXX
Title: Vice President and Treasurer
VENATOR GROUP CANADA INC.
By /s/ Xxxx X. Xxxxxx
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Name: XXXX X. XXXXXX
Title: Vice President and Treasurer
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X.X. XXXXXX SECURITIES INC.,
as Lead Arranger
By /s/ Xxxxx X. Xxx
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Name: XXXXX X. XXX
Title: Vice President
BNY CAPITAL MARKETS, INC.,
as Lead Arranger
By /s/ Xxxxxxx X. Xxxxxx
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Name: XXXXXXX X. XXXXXX
Title: Managing Director
NATIONSBANK XXXXXXXXXX LLC,
as Lead Arranger
By /s/ Xxxx Xxxxxx
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Name: XXXX XXXXXX
Title: Managing Director
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Unn Xxxxxxx
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Name: UNN XXXXXXX
Title: Vice President
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BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION,
as Documentation Agent and a Bank
By /s/ Xxxx Xxxxxx
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Name: XXXX XXXXXX
Title: Managing Director
NATIONSBANK, N.A.
By /s/ Xxxx Xxxxxx
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Name: XXXX XXXXXX
Title: Managing Director
THE BANK OF NEW YORK
By /s/ Xxxxxx X. Xxxxxx, Xx.
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Name: XXXXXX X. XXXXXX, XX.
Title: Vice President
THE BANK OF NOVA SCOTIA,
as Co-Agent and a Bank
By /s/ J. Xxxx Xxxxxxx
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Name: J. XXXX XXXXXXX
Title: Authorized Signatory
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as Co-Agent and a Bank
By /s/ Xxx Xxxxx
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Name: XXX XXXXX
Title: Vice President
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TORONTO DOMINION (NEW YORK), INC.,
as Co-Agent and a Bank
By /s/ Xxxxx X. Xxxxxx
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Name: XXXXX X. XXXXXX
Title: Vice President
COMMERZBANK AG, NEW YORK BRANCH
By /s/ Xxxxx X. Xxxxxxxxx
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Name: XXXXX X. XXXXXXXXX
Title: Senior Vice President
By /s/ Xxxxxx X. Xxxxxxx
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Name: XXXXXX X. XXXXXXX
Title: Senior Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Xxxxxxxx Xxxxx
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Name: XXXXXXXX XXXXX
Title: First Vice President-Manager
DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By /s/ Xxxxx X. X'Xxxxxx
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Name: XXXXX X. X'XXXXXX
Title: Director
By /s/ Xxxxxx X. Xxxxxxx
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Name: XXXXXX X. XXXXXXX
Title: Associate
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KEYBANK NATIONAL ASSOCIATION
By /s/ Xxxxxx X. Xxxxx
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Name: XXXXXX X. XXXXX
Title: Assistant Vice President
XXXXX FARGO BANK, NATIONAL
ASSOCIATION
By /s/ Xxxxx Xxxxx
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Name: XXXXX XXXXX
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By /s/ Xxxxxxx Xxxxxxx
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Name: XXXXXXX XXXXXXX
Title: Vice President
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XXX XXXX XX XXX XXXX, as Administrative
Agent, LC Agent and Swingline Bank
By /s/ Xxxxxx X. Xxxxxx, Xx.
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Name: XXXXXX X. XXXXXX, XX.
Title: Vice President
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Acknowledged and consented to by:
EASTBAY, INC.
eVENATOR, INC.
FOOT LOCKER JAPAN, INC.
NORTHERN REFLECTIONS INC.
XXXXXXX BROTHERS COMPANY
ROBBY'S SPORTING GOODS, INC.
TEAM EDITION APPAREL, INC.
THE SAN FRANCISCO MUSIC BOX
COMPANY
VENATOR GROUP CORPORATE SERVICES,
INC.
VENATOR GROUP HOLDINGS, INC.
VENATOR GROUP RETAIL, INC.
VENATOR GROUP SOURCING, INC.
VENATOR GROUP SPECIALITY, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: XXXX X. XXXXXX
Title: Vice President and Treasurer
RETAIL COMPANY OF GERMANY, INC.
By: /s/ Xxxxx Xxxxxxx
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Name: XXXXX XXXXXXX
Title: Senior Vice President and
Chief Operating Officer
