Amendment No. 6 to Credit Agreement among Foot Locker, Inc. and Lender Banks

Summary

This amendment updates the existing credit agreement between Foot Locker, Inc. (formerly Venator Group, Inc.), its subsidiaries, and several major banks, including The Bank of New York, JPMorgan Chase Bank, and Bank of America. The amendment changes certain financial covenants, specifically adjusting the ratio and limits on restricted payments. It becomes effective once signed by the required parties and is governed by New York law. The agreement ensures continued access to credit under revised terms for Foot Locker and its subsidiaries.

EX-10.3 5 y63888exv10w3.txt AMENDMENT TO AMENDED CREDIT AGREEMENT 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/ Peter D. Brown ------------------------------- Title: Vice President & Treasurer J.P. MORGAN SECURITIES, INC. By: /s/ Colin S. Welch ------------------------------- Title: Vice President BNY CAPITAL MARKETS, INC. By: /s/ Jeffrey D. Landau ------------------------------- Title: Managing Director JPMORGAN CHASE BANK, formerly The Chase Manhattan Bank, successor by merger to Morgan Guaranty Trust Company of New York By: /s/ Teri Streusand ------------------------------- Title: Vice President -3- BANK OF AMERICA, N.A., successor by merger to Bank of America National Trust and Savings Association By: /s/ Dan M. Killian ------------------------------- Title: Managing Director THE BANK OF NEW YORK By: /s/ Charlotte Sohn Fuiks ------------------------------- Title: Vice President THE BANK OF NOVA SCOTIA By: /s/ Todd S. Meller ------------------------------- Title: Managing Director FLEET NATIONAL BANK, N.A. By: /s/ Suzanne Chomiczewski ------------------------------- Title: Vice President WACHOVIA BANK, NATIONAL ASSOCIATION, formerly known as First Union National Bank By: /s/ Stephen T. Dorosh ------------------------------- Title: Vice President -4- BANCO POPULAR PUERTO RICO NEW YORK BRANCH By: /s/ Hector J. Gonzalez ------------------------------- Title: Vice President FIRSTAR BANK N.A. By: /s/ Gregory L. Dryden ------------------------------- Title: Vice President -5- THE BANK OF NEW YORK, as Administrative Agent, LC Agent and Swingline Bank By: /s/ Charlotte Sohn Fuiks ------------------------------- Title: Vice President -6- Acknowledged and consented to by: EASTBAY, INC. FOOTLOCKER.COM, 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/ Peter D. Brown ------------------------------------------- Title: Vice President & Treasurer RETAIL COMPANY OF GERMANY, INC. By: /s/ Bruce L. Hartman ------------------------------------------- Title: Senior Vice President -7-