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AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT No. 1 dated as of July 16, 1997 to the Credit
Agreement dated as of April 9, 1997 (the "Credit Agreement") among
WOOLWORTH CORPORATION, the BANKS party thereto, the CO-AGENTS party
thereto, NATIONSBANK, N.A., as Documentation Agent, and THE BANK OF
NEW YORK, as LC Agent, Administrative Agent and Swingline Bank.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend Sections 5.07 and
5.08 of the 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 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. (a) The figure "$1,000,000,000" in
Section 5.07 is changed to "$800,000,000."
(b) Section 5.08 is amended to read in its entirety as follows:
SECTION 5.08. Leverage Ratio. Total Borrowed Funds will not
exceed (i) 77% of Total Capitalization at any time from the Effective
Date through the end of Fiscal Year 1997, (ii) 75% of Total
Capitalization at any time thereafter through the end of Fiscal Year
1998 or (iii) 70% of Total Capitalization at any time thereafter.
SECTION 3. 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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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. Effectiveness. This Amendment shall become effective
as of the date hereof when the Administrative Agent shall have
received from each of the Borrower and the Required Banks a
counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Administrative Agent) that
such party has signed a counterpart hereof.
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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.
WOOLWORTH CORPORATION
By: /s/ John H. Cannon
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Title: Vice President - Treasurer
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Penelope J. B. Cox
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Title: Vice President
NATIONSBANK, N.A.
By: /s/ Marcus A. Boyer
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Title: Senior Vice President
THE BANK OF NEW YORK
By: /s/ Howard F. Bascom, Jr.
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Title: Vice President
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THE BANK OF NOVA SCOTIA
By: /s/ J. Alan Edwards
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Title: Authorized Signatory
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ G. Stewart
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Title: Senior Vice President & Manager
TORONTO DOMINION (NEW YORK),
INC.
By: /s/ David G. Parker
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Title: Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS
ASSOCIATION
By: /s/ Jody A. Pritchard
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Title: Assistant Vice President
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COMMERZANK AG, NEW YORK
AND/OR GRAND CAYMAN
BRANCHES
By: /s/ Subash R. Viswanathan
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Title: Vice President
By: /s/ A. Oliver Welsch-Lehmann
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Title: Assistant Treasurer
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ Vladimir Labun
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Title: First Vice President - Manager
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLAND
BRANCH
By: /s/ Susan M. O'Connor
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Title: Director
By: /s/ Joel D. Makowsky
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Title: Assistant Vice President
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KEYBANK NATIONAL ASSOCIATION
By: /s/ Karen A. Lee
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Title: Vice President
WELLS FARGO BANK, N.A.
By: /s/ Edith R. Lim
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Title: Vice President
By: /s/ Gene Fuentes
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Title: Assistant Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Cecilia M. Valente
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Title: Senior Vice President