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As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/16/03 Footstar Inc 8-K:7,9,12 9/15/03 8:529K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 27K 2: EX-10.1 Waiver to Credit Agreement HTML 39K 3: EX-10.2 Amendment No.1 to Credit Agreement HTML 44K 4: EX-10.3 Amendment No.2 to Credit Agreement HTML 58K 5: EX-10.4 Waiver to Credit Agreement HTML 73K 6: EX-10.5 Waiver to Credit Agreement HTML 92K 7: EX-10.6 Amendment No.3 to Credit Agreement HTML 50K 8: EX-99.1 Press Release HTML 128K
Waiver to Credit Agreement |
Exhibit 10.4
[LOGO]
MEMORANDUM
TO: |
Footstar Syndicate Members | |
FROM: | Keith Vercauteren Fleet Retail Finance Inc. | |
DATE: | ||
RE: | Credit Agreement dated as of October 18, 2002 by and among Footstar, Inc. (the “Lead Borrower” and Footstar Corporation (collectively, with the Lead Borrower, the “Borrowers”), the financial institutions named as parties thereto as lenders (the “Lenders”), Fleet National Bank, as swingline lender and as administrative agent (in such capacity, the “Administrative Agent”), Fleet Retail Finance Inc., as collateral agent, Congress Financial Corporation and Wells Fargo Retail Finance, LLC, as syndication agents, and JPMorgan Chase Bank, as documentation agent, as amended by that certain Amendment No. 1 to Credit Agreement dated as of January 3, 2003 and that certain Amendment No. 2 to credit Agreement dated as of March 21, 2003 (as the same has been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) with capitalized terms being defined therein and not defined but used herein having the meanings assigned to them in the Credit Agreement |
As you known, the Borrowers, together with their independent auditors, are in the process of conducting a review of their financial statements, resulting in the restatement of the accounts payable, the retained earnings and net income of the Lead Borrower and its Subsidiaries for prior fiscal periods through September 28, 2002 (the “Accounting Restatement Matter”). Due to the Accounting Restatement Matter, the Required Lenders have previously agreed to extend the time by which the Borrowers have to deliver to the Administrative Agent and the Lenders their quarterly and annual financial statements and corresponding Compliance Certificates for the fiscal quarters ending September 28, 2002 and December 28, 2002, until April 30, 2003.
The Borrowers have informed the Administrative Agent the auditors have not completed their work in connection with the Accounting Restatement Matter. Due to this, the Borrowers are requesting a further extension of time by which they will be required to deliver to the Administrative Agent (A)(i) their annual financial statements for the fiscal year ended December 28, 2002, (ii) their quarterly financial statements for the fiscal quarter ended September 28, 2002, and (iii) the corresponding Compliance Certificates for the fiscal quarters ended September 28, 2002 and December 28, 2002, respectively, until the earlier of: (i) the date
by which the Lead Borrower files with the Securities and Exchange Commission its Form 10K report for the fiscal quarter ended December 28, 2002, or (ii) June 2, 2003 and (B) their quarterly financial statements for the fiscal quarter ended March 29, 2003 and the corresponding Compliance Certificate for the fiscal quarter ended March 29, 2003 until June 2, 2003.
Such an extension of the time for delivery of the above-referenced financial statements and Compliance Certificates requires the consent and approval of Required Lenders under the Credit Agreements. Fleet supports this request.
In connection with this request, the Borrowers are agreeing to pay certain fees to the Revolving Lenders and to the Term Lender pursuant to a letter agreement dated as of April 30, 2003.
If you have any issues with this extension of time, please contact me by e-mail at keith_vercauteren@fleetretailfinance.com, by facsimile at (617) 434-4339 or by phone at (617) 434-4045.
Please indicate your consent by signing in the space below provided for your signature and returning your executed fax signature pages to the attention of Jan Wenning Egan, Esq. at Edwards & Angell, LLP, 101 Federal Street, Boston, MA 02110, fax: (617) 439-4170, e-mail: jegan@ealaw.com, by 4:00 p.m. (EST) TODAY, April 30, 2003, with five originals thereof to follow by overnight courier for delivery on Thursday, May 1, 2003. The signatures of the Required Lenders and the Borrowers hereto shall be sufficient to extend the time for delivery of the financial statements described herein, effective as of April 30, 2003. Thank you for your prompt attention and cooperation.
**The next pages are the signature pages**
Agreed to and acknowledged as of April 30, 2003 by:
FOOTSTAR, INC., as a Borrower | ||||
By: |
/s/ STEPHEN R. WILSON | |||
Name: |
Stephen R. Wilson | |||
Title: |
EVP & CFO | |||
FOOTSTAR CORPORATION, as a Borrower | ||||
By: |
/s/ STEPHEN R. WILSON | |||
Name: |
Stephen R. Wilson | |||
Title: |
EVP & CFO | |||
FLEET NATIONAL BANK, as Administrative Agent and as Lender | ||||
By: |
||||
Name: |
||||
Title: |
||||
FLEET RETAIL FINANCE INC. as Collateral Agent | ||||
By: |
| |||
Name: |
||||
Title: |
||||
BACK BAY CAPITAL FUNDING LLC | ||||
By: |
| |||
Name: |
||||
Title: |
Signature Page to Request for Extension
Agreed to and acknowledged as of April 30, 2003 by:
FOOTSTAR, INC., as a Borrower | ||||
By: |
| |||
Name: |
||||
Title: |
||||
FOOTSTAR CORPORATION, as a Borrower | ||||
By: |
| |||
Name: |
||||
Title: |
||||
FLEET NATIONAL BANK, as Administrative Agent and as Lender | ||||
By: |
/s/ SUZANNE CHOMICZEWSKI | |||
Name: |
Suzanne Chomiczewski | |||
Title: |
V.P. | |||
FLEET RETAIL FINANCE INC. as Collateral Agent | ||||
By: |
/s/ KEITH VERRANTERRON | |||
Name: |
Keith Verranterron | |||
Title: |
Vice President | |||
BACK BAY CAPITAL FUNDING LLC | ||||
By: |
/s/ KRISTAN M. O’CONNOR | |||
Name: |
Kristan M. O’Connor | |||
Title: |
Director |
Signature Page to Request for Extension
CONGRESS FINANCIAL CORPORATION | ||||
By: |
/s/ THOMAS GRABOSKY | |||
Name: |
Thomas Grabosky | |||
Title: |
First Vice President |
WELLS FARGO RETAIL FINANCE, LLC | ||
By: |
| |
Name: Title: | ||
JPMORGAN CHASE BANK | ||
By: |
| |
Name: Title: | ||
THE CIT GROUP/BUSINESS CREDIT, INC. | ||
By: |
| |
Name: Title: | ||
UPS CAPITAL CORPORATION | ||
By: |
| |
Name: Title: | ||
AMSOUTH BANK | ||
By: |
| |
Name: Title: |
Signature Page to Request for Extension
CONGRESS FINANCIAL CORPORATION | ||
By: |
| |
Name: | ||
Title: |
WELLS FARGO RETAIL FINANCE, LLC | ||||
By: |
/s/ ROBERT J. CAMBORA | |||
Name: |
Robert J. Cambora | |||
Title: |
Sr. Vice President |
JPMORGAN CHASE BANK | ||
By: |
| |
Name: | ||
Title: |
THE CIT GROUP/BUSINESS CREDIT, INC | ||
By: |
| |
Name: | ||
Title: |
UPS CAPITAL CORPORATION | ||
By: |
| |
Name: | ||
Title: |
AMSOUTH BANK | ||
By: |
| |
Name: | ||
Title: |
Signature Page to Request for Extension
CONGRESS FINANCIAL CORPORATION | ||
By: |
| |
Name: | ||
Title: |
WELLS FARGO RETAIL FINANCE, LLC | ||
By: |
| |
Name: | ||
Title: |
JPMORGAN CHASE BANK | ||
By: |
/s/ Authorize Signatory | |
Name: Authorize Signatory | ||
Title: Vice President |
THE CIT GROUP/BUSINESS CREDIT, INC. | ||
By: |
| |
Name: | ||
Title: |
UPS CAPITAL CORPORATION | ||
By: |
| |
Name: | ||
Title: |
AMSOUTH BANK | ||
By: |
| |
Name: | ||
Title: |
Signature Page to Request for Extension
CONGRESS FINANCIAL CORPORATION | ||
By: |
| |
Name: | ||
Title: |
WELLS FARGO RETAIL FINANCE, LLC | ||
By: |
| |
Name: | ||
Title: |
JPMORGAN CHASE BANK | ||
By: |
| |
Name: | ||
Title: |
THE CIT GROUP/BUSINESS CREDIT, INC. | ||
By: |
/s/ MICHAEL FORTE | |
Name: Michael Forte | ||
Title: Assistant Vice President |
UPS CAPITAL CORPORATION | ||
By: |
| |
Name: | ||
Title: |
AMSOUTH BANK | ||
By: |
| |
Name: | ||
Title: |
Signature Page to Request for Extension
CONGRESS FINANCIAL CORPORATION | ||||
By: |
| |||
Name: |
||||
Title: |
||||
WELLS FARGO RETAIL FINANCE, LLC | ||||
By: |
| |||
Name: |
||||
Title: |
||||
JPMORGAN CHASE BANK | ||||
By: |
| |||
Name: |
||||
Title: |
||||
THE CIT GROUP/BUSINESS CREDIT, INC. | ||||
By: |
| |||
Name: |
||||
Title: |
||||
UPS CAPITAL CORPORATION | ||||
By: |
| |||
Name: |
||||
Title: |
||||
AMSOUTH BANK | ||||
By: |
/s/ KEVIN R. ROGERS | |||
Name: |
Kevin R. Rogers | |||
Title: |
Attorney-In-Fact |
Signature Page to Request for Extension
NATIONAL CITY BANK | ||||
By: |
/s/ THOMAS J. McDONNELL | |||
Name: |
Thomas J. McDonnell | |||
Title: |
Senior Vice President | |||
ORIX FINANCIAL SERVICES, INC. | ||||
By: |
| |||
Name: |
||||
Title: |
||||
SIEMENS FINANCIAL SERVICES, INC. | ||||
By: |
| |||
Name: |
||||
Title: |
Signature Page to Request for Extension
10
NATIONAL CITY BANK | ||||
By: |
| |||
Name: |
||||
Title: |
||||
ORIX FINANCIAL SERVICES, INC. | ||||
By: |
/s/ ANDREW KOSOWSKY | |||
Name: |
Andrew Kosowsky | |||
Title: |
Vice President |
SIEMENS FINANCIAL SERVICES, INC. | ||||
By: |
| |||
Name: |
||||
Title: |
Signature Page to Request for Extension
ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS
Each of the undersigned Guarantors does hereby acknowledge and consent to the execution, delivery and performance of the within foregoing Waiver, confirms the continuing effect of such Guarantor’s guarantee of the Obligations after giving effect to the foregoing Waiver, and agrees to the provisions of the within and foregoing Waiver.
Accepted and agreed to as of April 30, 2003 by the Facility Guarantors:
FOOTSTAR CENTER, INC. | ||
FOOTACTION CENTER, INC. | ||
ATHLETIC CENTER, INC. | ||
FA HC, INC. | ||
FEET HC, INC. | ||
FWS I, INC. | ||
FWS II, INC. | ||
STELLAR WHOLESALING, INC. | ||
FEET CENTER, INC. | ||
MELDISCO H.C., INC. | ||
APACHE-MINNESOTA THOM MCAN, INC. | ||
MILES SHOES MELDISCO LAKEWOOD, COLORADO, INC. | ||
MALL OF AMERICA FAN CLUB, INC. | ||
NEVADA FEET, INC. | ||
FEET OF COLORADO, INC. | ||
LFD I, INC. | ||
LFD II, INC. | ||
LFD OPERATING, INC. | ||
FOOTSTAR HQ, LLC | ||
SHOE ZONE CENTER, INC. | ||
LFD TODAY, INC. | ||
ATHLETIC ATTIC OF TEXAS, INC. | ||
and each of the other Facility Guarantors | ||
By: |
/s/ Authorized Signatory | |
Duly Authorized Signatory as to all |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 9/16/03 | 4 | ||
Filed on / For Period End: | 9/15/03 | |||
6/2/03 | ||||
5/1/03 | ||||
4/30/03 | 8-K | |||
3/29/03 | NT 10-Q | |||
3/21/03 | ||||
1/3/03 | ||||
12/28/02 | ||||
10/18/02 | 8-K | |||
9/28/02 | NT 10-Q | |||
List all Filings |