Waiver to Credit Agreement


 Exhibit 10.4 
  
 [LOGO] 
  
  
 MEMORANDUM 
  

	 TO:
	  	Footstar Syndicate Members
		
	FROM:	  	 Keith Vercauteren
 Fleet Retail Finance Inc.

		
	DATE:	  	 April 30, 2003

		
	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