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This excerpt taken from the FL 8-K filed Sep 30, 2008. Administrative Agent”) and THE BANK OF NEW YORK as LC Agent.
WHEREAS, the Company has requested the Agent and the Banks to amend the Credit Agreement to permit the 2008 CCS Acquisition (as defined below); WHEREAS, the Required Banks are willing to amend the Credit Agreement to permit the 2008 CCS Acquisition on the terms and subject to the conditions set forth below; 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, and each reference to “thereof”, “thereunder”, “therein” and “thereby” and each other similar reference to the Credit Agreement and each reference to “the Credit Agreement” and each other similar reference to the Credit Agreement in any other Loan Document shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. Section 2. New Definitions. The following defined term is added in appropriate alphabetical order in Section 1.01 of the Credit Agreement. “ This excerpt taken from the FL 8-K filed Feb 21, 2008. Administrative Agent”), the CO-SYNDICATION AGENTS and CO-DOCUMENTATION AGENTS party thereto and the JOINT LEAD ARRANGERS party thereto.
WHEREAS, the Company has requested the Agents and the Banks to increase the amount of Restricted Payments permitted to be made under the Credit Agreement in Fiscal Year 2008; 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. Amendment. Section 5.15(ii) of the Credit Agreement is amended by replacing the reference to “$90,000,000” with “$95,000,000”. SECTION 3. Representation and Warranties. The Company and each other Obligor represents and warrants that, on and as of the Amendment Effective Date (as defined below) 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. SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 5. 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 6. Effectiveness. This Amendment shall become effective as of the date (the “ This excerpt taken from the FL 8-K filed Oct 31, 2007. Administrative Agent”), the CO-SYNDICATION AGENTS and CO-DOCUMENTATION AGENTS party thereto and the JOINT LEAD ARRANGERS party thereto.
WHEREAS, the Company has requested the Agents and the Banks to amend the 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, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. SECTION 2. Extension of Revolver Termination Date. (a) The definition of “Termination Date” in Section 1.01 of the Credit Agreement is amended and restated in its entirety to read as follows: “Termination Date” means (i) in respect of any Term Loan, May 19, 2009 and (ii) in respect of the Revolver Commitment, the Swingline Commitment, any Loan (other than a Term Loan), Swingline Loan or Letter of Credit, May 19, 2010, or, in each case, if such day is not a Euro-Dollar Business Day, the next succeeding Euro-Dollar Business Day. (b) Mortgages. If the Commitment Extension Effective Date (as defined below) occurs, the Company and each Subsidiary that has entered into any mortgage in connection with the Credit Agreement shall, as soon as practicable using commercially reasonable efforts, but within 60 days of the Commitment Extension Effective Date or such longer period as the Administrative Agent shall agree (i) enter into such amendments or supplements thereto or other instruments or agreements, each in form and substance satisfactory to the Administrative Agent, as may be necessary or desirable in order to continue and preserve the perfection and priority of the security interest granted by such mortgage, and (ii) deliver such certificates, evidences of corporate or other organizational actions, notations and registrations, financing statements, opinions of counsel, powers of attorney and other documents relating thereto as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. SECTION 3. Other Amendments. (a) Definitions. (i) The following definition is inserted in Section 1.01 of the Credit Agreement in appropriate alphabetical order: “ This excerpt taken from the FL 8-K filed Mar 12, 2007. Administrative Agent”), the CO-SYNDICATION AGENTS and CO-DOCUMENTATION AGENTS party thereto and the JOINT LEAD ARRANGERS party thereto.
WHEREAS, the Company has requested the Agents and the Banks to amend the Credit Agreement to permit additional stock repurchases thereunder; 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 of the Credit Agreement is amended and restated in its entirety to read to follows: Section 5.15. Restricted Payments. Neither the Company nor any Subsidiary will declare or make any Restricted Payment on any date (with respect to any proposed Restricted Payment, a “Measurement Date”), except that: (i) the Company may make Restricted Payments consisting of (1) repurchases of its common stock pursuant to employee stock plans in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; and (2) payments in respect of shareholders rights plans in an aggregate amount not to exceed $1,750,000; (ii) the Company may, subject to the proviso below, declare or make Restricted Payments so long as the aggregate amount of Restricted Payments made pursuant to this clause in any Fiscal Year does not exceed 50% 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); and
(iii) the Company may, subject to the proviso below, repurchase shares of its capital stock so long as the aggregate amount expended pursuant to this clause during the term of this Agreement does not exceed $300,000,000;
provided that no stock repurchase or other Restricted Payment shall be declared or made pursuant to clause (ii) or clause (iii) of this Section unless (x) immediately before and after giving effect thereto, no Default has occurred and is continuing and (y) the Fixed Charge Coverage Ratio for the period of four consecutive Fiscal Quarters most recently ended prior to the relevant Measurement Date and with respect to which the Company
has delivered the financial statements required to be delivered by it pursuant to Section 5.01(a) or (b), as the case may be, is at least 2.0:1.0. SECTION 3. Representation and Warranties. The Company and each other Obligor represents and warrants that, on and as of the Amendment Effective Date (as defined below) 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. SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 5. 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 6. Effectiveness. This Amendment shall become effective as of the date (the “ This excerpt taken from the FL 8-K filed Nov 17, 2006. 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 “ This excerpt taken from the FL 8-K filed May 18, 2005. Administrative Agent”), the CO-SYNDICATION AGENTS AND CO-DOCUMENTATION AGENTS party thereto and the JOINT LEAD ARRANGERS party thereto.
WHEREAS, the parties hereto desire to amend the 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, after the Amendment No. 1 Effective Date (as defined in Section 5 below), refer to the Credit Agreement as amended hereby. SECTION 2. Pricing Schedule Amendment. The Pricing Schedule attached to the Credit Agreement (the “ | EXCERPTS ON THIS PAGE:
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