FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of May 10, 2001
by and among FOOTSTAR, INC. and FOOTSTAR CORPORATION (the "Borrowers"); the financial
institutions which are now, or in accordance with
Section 9.06 of the Credit Agreement (hereinafter described) hereafter become, parties to the Credit Agreement
by execution of the signature pages to the Credit Agreement or otherwise (collectively, the "Banks" and each
individually, a "Bank"); FLEET NATIONAL BANK, as administrative agent ("Administrative Agent") for the
Banks (in such capacity as Administrative Agent, together with its successors and assigns in such capacity, the
"Agent"); FIRST UNION NATIONAL BANK, as syndication agent (in such capacity, together with its
successors and assigns in such capacity, the "Syndication Agent"); and BANK OF NEW YORK, as
documentation agent (in such capacity, together with its successors and assigns in such capacity, the
A. The Borrowers, the Banks, the Agent, the Syndication Agent and the Documentation Agent are parties to a
Credit Agreement dated as of May 25, 2000 (as the same has been or may hereafter be amended,
supplemented, extended or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms
used herein without definition have the meanings assigned to them in the Credit Agreement.
B. The Borrowers have requested certain amendments to the Credit Agreement.
C. Subject to certain terms and conditions, the Agent and the Banks are willing to agree to such requests, as
hereinafter set forth.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
I. AMENDMENTS TO CREDIT AGREEMENT.
The Credit Agreement is hereby amended as follows:
A. Definitions. Section 1.01 of the Credit Agreement is hereby amended as follows:
1. The definitions of "Consolidated EBITDA", "Inte