AMENDMENT dated as of October 23, 1998, to the Credit Agreement dated as of September 18, 1997, as
amended (the "Credit Agreement"), among FOOTSTAR, INC. (the "Company"), the BANKS party thereto,
THE BANK OF NEW YORK, as Issuing Bank, and MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Administrative Agent and Swingline Lender. Capitalized terms used herein and not defined
herein shall have the meanings assigned thereto in the Credit Agreement.
A. The Company, the Banks and the Agent have heretofore entered into the Credit Agreement and the
Amendment thereto dated as of April 30, 1998.
B. The Company wishes, and the undersigned Banks and the Agent are willing, upon the terms and subject to the
conditions set forth herein, to amend Sections 5.15 and 5.16 of the Credit Agreement as set forth herein.
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable
consideration, receipt of which is hereby acknowledged, the Company, the Banks and the Agent hereby agree as
SECTION 1. Amendments of the Credit Agreement. (a) Section 5.15 of the Credit Agreement is hereby
amended as of the Amendment Effective Date (as defined below) by replacing the amount "$135,000,000" in
clause (d) thereof with the amount "$205,000,000".
(b) Section 5.16 of the Credit Agreement is hereby amended as of the Amendment Effective Date by inserting,
following clause (f) thereof, the following sentence:
Notwithstanding the foregoing, Footstar Corporation may incur Debt in excess of that which is otherwise
permitted by this Section 5.16; provided that at any time that Footstar Corporation has outstanding Debt in
excess of that which is otherwise permitted by this Section 5.16, then any and all Loans outstanding hereunder
must be Loans made by the Banks to Footstar Corporation, in its capacity as a Borrower, and any and all
Letters of Credit outstanding hereunder must be Letters of Credit issued for the account of Footstar Corporation,