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FL » Topics » COMPLIANCE CERTIFICATE

This excerpt taken from the FL 8-K filed May 21, 2009.

COMPLIANCE CERTIFICATE

Date of Certificate: _______________

To:     Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

          Reference is made to that certain Credit Agreement, dated as of March 20, 2009 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by, among others, (i) Foot Locker, Inc., a New York corporation (the “Borrower”), (ii) the Guarantors party thereto, (iii) the Lenders party thereto (individually, a “Lender” and, collectively, the “Lenders”), and (iv) Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

          The undersigned, in his capacity as a duly authorized and acting Responsible Officer of the Borrower, hereby certifies on behalf of the Borrower and each of the other Loan Parties as of the date hereof the following:

 

 

 

1.

No Events of Default.

 

 

 

 

(a)

Since ____________ (the date of the last Compliance Certificate delivered pursuant to Section 6.02 of the Credit Agreement, or, in the case of the first Compliance Certificate delivered after the Closing Date, the Closing Date), and except as set forth in Appendix I, no Event of Default has occurred and is continuing.

 

 

 

 

(b)

If an Event of Default has occurred and is continuing since ____________ (the date of the last Compliance Certificate delivered pursuant to Section 6.02 of the Credit Agreement, or, in the case of the first Compliance Certificate delivered after the Closing Date, the Closing Date), the Loan Parties have taken or propose to take those actions with respect to such Event of Default as described on said Appendix I.

 

 

 

2.

Financial Statements.

 

 

 

 

[Use following paragraph (a) for fiscal year-end financial statements]

 

 

 

 

(a)

Attached hereto as Appendix II are the Consolidated balance sheet of the Borrower and its Subsidiaries, as required by Section 6.01 (a) of the Credit

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Agreement for the Fiscal Year ending ______________, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, accompanied by a report and unqualified opinion of a Registered Public Accounting Firm of nationally recognized standing or otherwise reasonably acceptable to the Administrative Agent, which report and opinion has been prepared in accordance with the requirements of Section 6.01 (a) of the Credit Agreement.

 

 

 

 

[Use following paragraph (b) for fiscal quarter-end financial statements]

 

 

 

 

(b)

Attached hereto as Appendix II are the Consolidated balance sheet of the Borrower and its Subsidiaries, as required by Section 6.0l(b) of the Credit Agreement for the Fiscal Quarter ending ____________, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Quarter and for the portion of the Borrower’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) the corresponding Fiscal Quarter of the previous Fiscal Year and (B) the corresponding portion of the previous Fiscal Year, all in reasonable detail.

 

 

 

3.

Changes in GAAP. In the event of any change in generally accepted accounting principles used in the preparation of any financial statements described in Section 3 above, attached hereto as Appendix III is the Borrower’s a statement of reconciliation conforming such financial statements to GAAP.

 

 

 

4.

Management Discussion. Attached hereto as Appendix IV is a discussion and analysis prepared by management of the Borrower with respect to the financial statements delivered herewith.

[signature page follows]

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          IN WITNESS WHEREOF, a duly authorized and acting Responsible Officer of the Borrower, on behalf of the Borrower and each of the other Loan Parties, has duly executed this Compliance Certificate as of ______________________, 20 ___.

 

 

 

 

By:

 

 

 

 

Name: 

 

 

 

 

Title:

 

 

 

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