Exhibit 10.1
AMENDMENT NO. 3 AND CONSENT TO CREDIT AGREEMENT
AMENDMENT NO. 3 AND CONSENT, dated as of November 13, 2006 (this “Amendment”), to the Fifth Amended and Restated Credit Agreement, dated as of April 9, 1997 and amended and restated as of May 19, 2004 (as heretofore amended, the “Credit Agreement”), among FOOT LOCKER, INC. (the “Company”), the SUBSIDIARIES party thereto, the BANKS party thereto, THE BANK OF NEW YORK, as Administrative Agent, LC Agent and Swingline Bank (the “Administrative Agent”), the CO-SYNDICATION AGENTS and CO-DOCUMENTATION AGENTS party thereto and the JOINT LEAD ARRANGERS party thereto.
WHEREAS, the Company has (i) requested the Agents and the Banks to increase the amount of Restricted Payments permitted to be made under the Credit Agreement, (ii) informed the Agents and the Banks that it intends to dissolve Woolworth Holding S. de R.L. de C.V., Foot Locker de Mexico, S.A. de C.V. and Distribuidora Foot Locker S.A. de C.V., each an Immaterial Subsidiary of the Company organized under the laws of Mexico (each, a “Mexican Subsidiary”) and (iii) informed the Agents and the Banks that certain Class I Partnership Interests and Class II Partnership Interests in Woolworth Holding S. de R.L. de C.V. (the “Pledged Interests”) have been pledged pursuant to the Pledge 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 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, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.
SECTION 2. Amendments. Section 5.15(iii) of the Credit Agreement is amended by replacing the reference to “35%” with “50%”.
SECTION 3. Consent. (a) The Banks party hereto hereby (i) agree that the Pledged Interests shall be released (the “Release”) from the Lien of the Pledge Agreement on the Amendment Effective Date (as defined below) in contemplation of the dissolution of Woolworth Holding S. de R.L. de C.V. and (ii) authorize the Administrative Agent to take all actions that it deems necessary or desirable to give effect to the Release.
(b) The Company shall cause each Mexican Subsidiary to remain an Immaterial Subsidiary at all times during the period commencing on the Amendment Effective Date and ending on the date on which such Subsidiary is dissolved.
SECTION 4. Representation and Warranties. The Company and each other Obligor represents and warrants that, on and as of the Amendment Effective Date and immediately after giving effect to this Amendment, (a) the representations and warranties of the Obligors contained in the Loan Documents are true and (b) no Default has occurred and is continuing. The Company and each other Obligor represents and warrants that each Mexican Subsidiary is an Immaterial Subsidiary on the Amendment Effective Date and will be an Immaterial Subsidiary on the date on which such Mexican Subsidiary is dissolved.
SECTION 5. Governing 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. Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective Date”) of receipt by the Administrative Agent of:
(a) a counterpart hereof signed by each of the Company, the Subsidiary Borrowers and the Required Banks (or a facsimile or other written confirmation (in form reasonably satisfactory to the Administrative Agent) that each such party has signed a counterpart hereof);
(b) payment of all accrued costs, fees and expenses (including, without limitation, all fees and expenses payable pursuant to Section 9.03(a)(ii) of the Credit Agreement together with the fees and expenses of special counsel to the Administrative Agent); and
(c) a certificate from the chief executive officer, chief financial officer or treasurer of the Company certifying as to the matters set forth in the first sentence of Section 4 of this Amendment.
[Signature pages follow]
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/ John A. Maurer |
| Name: | John A. Maurer |
| Title: | Vice President and Treasurer |
Subsidiary Borrowers:
FOOTLOCKER.COM, INC. |
| |
By: | /s/ Robert W. McHugh |
| Name: | Robert W. McHugh |
| Title: | Senior Vice President |
FOOT LOCKER RETAIL, INC. |
| |
By: | /s/ Robert W. McHugh |
| Name: | Robert W. McHugh |
| Title: | Senior Vice President |
TEAM EDITION APPAREL, INC. |
| |
By: | /s/ Robert W. McHugh |
| Name: | Robert W. McHugh |
| Title: | Senior Vice President |
FOOT LOCKER STORES, INC. |
| |
By: | /s/ Robert W. McHugh |
| Name: | Robert W. McHugh |
| Title: | Senior Vice President |
FOOT LOCKER SPECIALTY, INC. |
| |
By: | /s/ Robert W. McHugh |
| Name: | Robert W. McHugh |
| Title: | Senior Vice President |
FOOT LOCKER EUROPE B.V. |
| |
By: | /s/ Peter D. Brown |
| Name: | Peter D. Brown |
| Title: | Attorney-in-Fact |
FOOT LOCKER AUSTRALIA, INC. |
| |
By: | /s/ Robert W. McHugh |
| Name: | Robert W. McHugh |
| Title: | Senior Vice President |
FOOT LOCKER CANADA CORPORATION |
| |
By: | /s/ John A. Maurer |
| Name: | John A. Maurer |
| Title: | Vice President and Treasurer |
THE BANK OF NEW YORK, as Administrative Agent and Bank |
| |
By: | /s/ Randolph E.J. Medrano |
| Name: | Randolph E.J. Medrano |
| Title: | Vice President |
BANK OF AMERICA, N.A. |
| |
By: | /s/ John Walkiewicz |
| Name: | John Walkiewicz |
| Title: | Vice President |
JPMORGAN CHASE BANK, N.A. |
| |
By: | /s/ Jules Panno |
| Name: | Jules Panno |
| Title: | Vice President |
WACHOVIA BANK, NATIONAL ASSOCIATION |
| |
By: | /s/ Susan T. Gallagher |
| Name: | Susan T. Gallagher |
| Title: | Vice President |
WELLS FARGO BANK, NATIONAL ASSOCIATION |
| |
By: | /s/ Lori Avedikian |
| Name: | Lori Avedikian |
| Title: | Vice President |
U.S. BANK, NATIONAL ASSOCIATION |
| |
By: | /s/ Gregory L. Dryden |
| Name: | Gregory L. Dryden |
| Title: | Sr. Vice President |
THE BANK OF NOVA SCOTIA |
| |
By: | /s/ Todd Meller |
| Name: | Todd Meller |
| Title: | Managing Director |
BANCO POPULAR PUERTO RICO |
| |
By: | /s/ Hector J. Gonzalez |
| Name: | Hector J. Gonzalez |
| Title: | Vice President |
