AGREEMENT dated as of September 18, 1997 among FOOTSTAR, INC., the BANKS listed on the
signature pages hereof, THE BANK OF NEW YORK, as Issuing Bank, and MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, as Administrative Agent and Swingline Lender.
The parties hereto agree as follows:
SECTION 1.01. Definitions. The following terms, as used herein, have the following meanings:
"Absolute Rate Auction" means a solicitation of Money Market Quotes setting forth Money Market Absolute
Rates pursuant to Section 2.03.
"Adjusted CD Rate" has the meaning set forth in Section 2.08(b).
"Administrative Questionnaire" means, with respect to each Bank, an administrative questionnaire in the form
prepared by the Agent and submitted to the Agent (with a copy to the Company) duly completed by such Bank.
"Affiliate" means any Person directly or indirectly controlling, controlled by or under common control with the
Company. As used in this definition, the term "control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person, whether through the ownership of
voting securities, by contract or otherwise.
"Agent" means Morgan Guaranty Trust Company of New York in its capacity as administrative agent for the
Banks hereunder, and its successors in such capacity.
"Alternative Currency" means any currency other than Dollars which is freely transferable and convertible into
"Applicable Lending Office" means, with respect to any Bank, (i) in the case of its Domestic Loans, its Domestic
Lending Office, (ii) in the case of its Euro-Currency Loans, its Euro-Currency Lending Office and (iii) in the case
of its Money Market Loans, its Money Market Lending Office.
"Applicable Percentage" of any Bank means the percentage of the aggregate Commitments represented by such
"Assessment Rate" has the meaning set forth in Section 2.08(b).