EXHIBIT 10.5.1
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 (this "Amendment") dated as of January 29, 1999, to
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the Credit Agreement referenced below, is by and among JUST FOR FEET, INC., a
Delaware corporation (the "Borrower"), the subsidiaries and affiliates of the
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Borrower identified on the signature pages hereto (the "Guarantors"), the
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lenders identified on the signature pages hereto (the "Lenders"), COMPASS BANK,
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as Documentation Agent, FIRST UNION NATIONAL BANK, MARINE MIDLAND BANK,
SOUTHTRUST BANK, N.A. and SUNTRUST BANK, ATLANTA, as Co-Agents, and NATIONSBANK,
N.A., as Administrative Agent (in such capacity, the "Administrative Agent").
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Terms used but not otherwise defined shall have the meanings provided in the
Credit Agreement.
W I T N E S S E T H
WHEREAS, a $200 million credit facility has been extended to the Borrower
pursuant to the terms of that Credit Agreement dated as of December 10, 1998 (as
amended and modified, the "Credit Agreement") among the Borrower, the
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Guarantors, the Lenders, Compass Bank, as Documentation Agent, First Union
National Bank, Marine Midland Bank, SouthTrust Bank, N.A. and SunTrust Bank,
Atlanta, as Co-Agents, and NationsBank, N.A., as Administrative Agent;
WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement which require the consent of the Required Lenders;
WHEREAS, the Required Lenders have agreed to the requested modifications on
the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. The Credit Agreement is amended in the following respects:
1.1 Section 8.7 is amended to read as follows:
8.7 Fiscal Year.
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Change its fiscal year from a fiscal year ending the Saturday
closest to January 31.
2. In Section 7.9(e), each reference to a fiscal year ending "January 31"
is amended to read "on or about January 31".
3. This Amendment shall be effective upon its execution by the Credit
Parties and the Required Lenders.
4. The Credit Parties hereby affirm (i) the representations and warranties
set out in Section 6 of the Credit Agreement are true and correct as of the
date hereof (except those
which expressly relate to an earlier period) and (ii) no Default or Event
of Default presently exists.
5. Except as modified hereby, all of the terms and provisions of the Credit
Agreement (including Schedules and Exhibits) shall remain in full force and
effect.
6. The Borrower agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and
delivery of this Amendment, including without limitation the reasonable
fees and expenses of Xxxxx & Xxx Xxxxx, PLLC.
7. This Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original and it
shall not be necessary in making proof of this Amendment to produce or
account for more than one such counterpart.
8. This Amendment shall be deemed to be a contract made under, and for
all purposes shall be construed in accordance with the laws of the State of
North Carolina.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment No. 1 to be duly executed and delivered as of the date first
above written.
BORROWER: JUST FOR FEET, INC.,
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a Delaware corporation
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Executive Vice President
and Chief Financial Officer
GUARANTORS: SNEAKER STADIUM, INC.,
---------- a Delaware corporation
SNKR HOLDING CORP.,
a Delaware corporation
PREMIUM SPORTS, INC.,
a Florida corporation
ATHLETIC ATTIC PROPERTIES, INC.,
a Florida corporation
ATHLETIC ATTIC MARKETING, INC.,
a Florida corporation
ATHLETIC ATTIC RETAIL COMPANY,
a Florida corporation
JUST FOR FEET OF TEXAS, INC.
an Alabama corporation
JUST FOR FEET OF NEVADA, INC.
a Nevada corporation
IMPERIAL ACQUISITION CORPORATION,
a Michigan corporation
JUST FOR FEET SPECIALTY STORES, INC.
a Michigan corporation
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Vice President
LENDERS: NATIONSBANK, N.A.,
------- individually in its capacity as a
Lender and in its capacity as Administrative Agent
By: Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: Senior Vice President
SUNTRUST BANK, ATLANTA
By:
Name:
Title:
COMPASS BANK
By: Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Senior Vice President
AMSOUTH BANK
By: Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President
BANCO POPULAR NORTH AMERICA
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
MICHIGAN NATIONAL BANK
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Relationship Manager
FIRST AMERICAN NATIONAL BANK
By: /s/ H. Xxxx Xxxxxxx
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Name: H. Xxxx Xxxxxxx
Title: Assistant Vice President
FIRST UNION NATIONAL BANK
By: /s/ C. Xxx Xxxxxx, Xx.
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Name: C. Xxx Xxxxxx, Xx.
Title: Vice President
MARINE MIDLAND BANK
By:/s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SOUTHTRUST BANK, N.A.
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Assistant Vice President
