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EXHIBIT 10.13(d)
FLEET RETAIL GROUP INC.
40 Broad Street
Boston, MA 02109
dated as of January 24, 2005
RE: WAIVER
REGARDING DELIVERY OF FINANCIAL STATEMENTS
Reference
is hereby made to the AMENDED AND RESTATED
DEBTOR-IN-POSSESSION
AND EXIT CREDIT AGREEMENT
dated as of June 25, 2004 (as amended and in effect
from time to time, the
"Credit Agreement"), among FOOTSTAR, INC., a debtor and
debtor-in-possession, a
Delaware corporation, having its chief executive office
at 933 MacArthur Boulevard,
Mahwah, NJ 07430, as Lead Borrower for the
Borrowers, being said
FOOTSTAR, INC. and FOOTSTAR CORPORATION, a debtor and
debtor-in-possession, a Texas
corporation, having its principal place of
business at 933 MacArthur
Boulevard, Mahwah, NJ 07430; FLEET NATIONAL BANK and
the other financial
institutions party to the Credit Agreement as
hereinafter
defined (collectively, the
"Lenders"); FLEET NATIONAL BANK, as Administrative
Agent and Swingline Lender, a
national banking association having a place of
business at 100 Federal
Street, Boston, Massachusetts 02110; FLEET RETAIL GROUP,
INC. (formerly known as Fleet
Retail Finance Inc.), as Collateral Agent for the
Lenders, a Delaware
corporation having its principal place of business at 40
Broad Street, Boston,
Massachusetts 02109; GENERAL ELECTRIC CAPITAL
CORPORATION,
as syndication agent; and
WELLS FARGO FOOTHILL, LLC, as documentation agent. All
capitalized terms not
otherwise defined herein which are defined in the Credit
Agreement shall have the same
meanings herein as specified in the Credit
Agreement.
SECTION 1.
DELIVERY OF FINANCIAL STATEMENTS. Pursuant to Section 6.1(a)
of
the Credit Agreement, the
Borrowers are required to deliver to the Agents, no
later than the earlier to
occur of (i) January 31, 2005 and (ii) the Exit
Facility Date with respect to
the 2002 and 2003 fiscal years of the Lead
Borrower and within 90 days
after the end of each fiscal year thereafter, its
consolidated balance sheet
and related statements of operations, stockholders'
equity and cash flows as of
the end of and for such year. The Borrowers have
informed the Agents that they
will be unable to comply with the provisions of
Section 6.1(a) of the Credit
Agreement with respect to the 2003 and 2004 fiscal
years of the Lead Borrower.
Such noncompliance will constitute an Event of
Default under Section
8.1(1)(d) of the Credit Agreement. In anticipation of
such
Event of Default, the
Borrowers have requested that the Agents and the Lenders
(i) grant an extension of
time in which
