Amendment No.1 to Credit Agreement


 Exhibit 10.2 
  
 AMENDMENT NO. 1 TO CREDIT AGREEMENT 
  
 This Amendment, dated as of January 3, 2003 (this “Amendment”), is by and among Footstar, Inc. (the
“Lead Borrower”) and Footstar Corporation (collectively, with the Lead Borrower, the “Borrowers”), the financial institutions named as parties hereto 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 (in such capacity, the “Collateral Agent”), Congress Financial
Corporation and Wells Fargo Retail Finance, LLC, as syndication agents (in such capacity, the “Syndication Agents”) and JPMorgan Chase Bank, as documentation agent (in such capacity, the “Documentation Agent”).

  
 WHEREAS, the Borrowers have requested a further extension of
time by which they will be required to deliver to the Administrative Agent and the Lenders their quarterly financial statements and Compliance Certificate pursuant to Section 6.1(b) and (c) of the Credit Agreement for the fiscal quarter ending
September 28, 2002. 
  
 NOW, THEREFORE, in consideration of the
premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders and the Administrative Agent agree as follows: 
  
 1. Extension under Credit Agreement. The Administrative
Agent and each of the Lenders hereby agree that the time by which the Borrowers shall be required to deliver their quarterly financial statements under Section 6.1(b) and their quarterly Compliance Certificate under Section 6.1(c) of the Credit
Agreement, in each case for the fiscal quarter ended September 28, 2002, is hereby extended to the earlier of: (i) the date by which the Lead Borrower files with the Securities and Exchange Commission its Form 10Q report for the fiscal quarter ended
September 28, 2002, or (ii) March 29, 2003. 
  
 2.
Conditions to Effectiveness. The extension contemplated by this Amendment shall become effective upon the satisfaction of the following conditions: 
  
 (a) the Administrative Agent shall have received counterparts hereof executed by each of the Required
Lenders, the Administrative Agent and the Borrowers; 
  
 (b) all representations and warranties contained in this Amendment shall be true and correct in all material respects; 
  
 (c) no event shall have occurred and be continuing which constitutes an Event of Default or a Default; and 
  
 (d) the Borrowers shall have paid a fee equal to 0.07% on
the Commitment amount of each Lender who returns its executed signature page to the attention of Susan E. Siebert, Esq., Edwards & Angell, LLP, 101 Federal Street, Boston, MA 02110, fax: (617) 439-4170, e-mail: ssiebert@ealaw.com, by 5:00 p.m.
(EST) on Friday, January 3, 2003. 






 3. Reference to and Effect on the Loan Documents. On and after the effective date of
this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as
modified by this Amendment, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to
the Credit Agreement, as modified by this Amendment. The Credit Agreement and all other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. 
  
 4. Miscellaneous. 
  
 (a) Representations and Warranties. Each of the
Borrowers represents and warrants that: 
  
 (i)
it is duly organized, validly existing corporation in good standing under the laws of the jurisdiction of its organization and has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Amendment and has
taken or caused to be taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment; 
  
 (ii) no consent of any other person, including, without limitation, shareholders, creditors or Subsidiaries of either of the Borrowers,
and no action of, or filing with, any governmental or public body or authority, is required to authorize, or is otherwise required in connection with the execution, delivery and performance of, this Amendment; 
  
 (iii) this Amendment has been duly executed and delivered by
a duly authorized officer on behalf of each of the Borrowers, and constitutes its legal, valid and binding obligations, enforceable in accordance with its terms, except as enforcement thereof may be subject to the effect of any applicable (A)
bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and (B) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and 
  
 (iv) the execution, delivery and performance of this
Amendment will not violate any law, statute or regulation applicable to either of the Borrowers or any order or decree of any court or governmental instrumentality applicable to it, or conflict with, or result in the breach of, or constitute a
default under, any of its contractual obligations. 
  
 (b) No
Waiver. Nothing herein contained shall constitute a waiver or be deemed to be a waiver, of any existing Default or Event of Default, and the Lenders and the Administrative Agent are entering into this Amendment without prejudice and hereby
reserve all rights and remedies granted to them by the Credit Agreement, by the other Loan Documents, by law and otherwise. 
  

 2 







 (c) Counterparts. This Amendment may be executed in any number of separate counterparts, each of
which shall collectively and separately constitute one agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment. 

 
 (d) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). 
  
 [Signature pages to follow] 
  

 3 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly
authorized officers, as of the date first above written. 
  

	 FOOTSTAR, INC., as a Borrower

		
	 By:
	 	 /s/ Kathy Guinnessey


	 	 	 Name:
	 	 Kathy Guinnessey

	 	 	 Title:
	 	 Vice President & Treasurer

	
	 FOOTSTAR CORPORATION, as a Borrower

		
	 By:
	 	 /s/ Kathy Guinnessey


	 	 	 Name:
	 	 Kathy Guinnessey

	 	 	 Title:
	 	 Vice President & Treasurer



  
 Signature Page
to Amendment No. 1 to Credit Agreement 







	 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/ Elizabeth A. Ratto


	 	 	 Name:
	 	 Elizabeth A. Ratto

	 	 	 Title:
	 	 Managing Director



  
 Signature Page
to Amendment No. 1 to Credit Agreement 







	 BACK BAY CAPITAL FUNDING LLC

		
	 By:
	 	 /s/ Kristan M. O’Connor


	 	 	 Name:
	 	 Kristan M. O’Connor

	 	 	 Title:
	 	 Director



  
 Signature Page
to Amendment No. 1 to Credit Agreement 







	 CONGRESS FINANCIAL CORPORATION

		
	 By:
	 	 /s/ THOMAS GRABOSKY


	 	 	 Name:
	 	 THOMAS GRABOSKY

	 	 	 Title:
	 	 VICE PRESIDENT



  
 Signature Page
to Amendment No. 1 to Credit Agreement 







	 WELLS FARGO RETAIL FINANCE, LLC

		
	 By:
	 	 /s/ EUNNIE KIM


	 	 	 Name:
	 	 EUNNIE KIM

	 	 	 Title:
	 	 ASST. VICE PRESIDENT



  
 Signature Page
to Amendment No. 1 to Credit Agreement 







	 JPMORGAN CHASE BANK

		
	 By:
	 	 /s/ CHRISTINE M. FERRISE


	 	 	 Name:
	 	 CHRISTINE M. FERRISE

	 	 	 Title:
	 	 VICE PRESIDENT



  
 Signature Page
to Amendment No. 1 to Credit Agreement 







	 THE CIT GROUP/BUSINESS CREDIT, INC.

		
	 By:
	 	 /s/    Authorized Signatory


	 	 	 Name:

	 	 	 Title:



  
 Signature Page
to Amendment No. 1 to Credit Agreement 







	 UPS CAPITAL CORPORATION

		
	 By:
	 	 /s/ Charles Johnson


	 	 	 Name:
	 	 Charles Johnson

	 	 	 Title:
	 	 Managing Director, DFD



  
 Signature Page
to Amendment No. 1 to Credit Agreement 







	 AMSOUTH BANK

		
	 By:
	 	 /s/ Kathleen F. D’Angelo


	 	 	 Name:
	 	 Kathleen F. D’Angelo

	 	 	 Title:
	 	 Attorney-In-Fact



  
 Signature Page
to Amendment No. 1 to Credit Agreement 







	 NATIONAL CITY BANK

		
	 By:
	 	 /s/ Thomas J. McDonnell


	 	 	 Name:
	 	 Thomas J. McDonnell

	 	 	 Title:
	 	 Senior Vice President



  
 Signature Page
to Amendment No. 1 to Credit Agreement 







	 ORIX FINANCIAL SERVICES, INC.

		
	 By:
	 	 /s/ Andrew Kosowsky


	 	 	 Name:
	 	 Andrew Kosowsky

	 	 	 Title:
	 	 Vice President



  
 Signature Page
to Amendment No. 1 to Credit Agreement 







	 SIEMENS FINANCIAL SERVICES, INC.

		
	 By:
	 	 /s/ Frank Amodio


	 	 	 Name:
	 	 Frank Amodio

	 	 	 Title:
	 	 Vice President - Credit



  
 Signature Page
to Amendment No. 1 to Credit Agreement 






 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 Amendment, confirms the continuing effect of such Guarantor’s guarantee of the Obligations after giving effect to the foregoing Amendment, and agrees to the provisions of the within
and foregoing Amendment. 
  
 Accepted and agreed to as of January
3, 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 their Subsidiaries, including all other Facility Guarantors



  

	 By:
	 	 /s/    Authorized Signatory


	 	 	 Duly Authorized Signatory as to all