Common use of SEQ Clause in Contracts

SEQ. (jointly administered) pending under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (collectively, the "DEBTORS"), hereby unconditionally, jointly and severally, promise to pay to the order of FLEET NATIONAL BANK (the "LENDER") at the office of Fleet National Bank (as Administrative Agent pursuant to the DIP Credit Agreement referred to below), located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ in lawful money of the United States of America and in immediately available funds, on the last day of the Interest Period applicable thereto as specified in the DIP Credit Agreement the principal amount of (a) TWENTY FIVE MILLION DOLLARS ($25,000,000.00), or, if less, (b) the aggregate unpaid principal amount of all Swingline Loans made by the Lender to the Debtors pursuant to Section 2.5 of the DIP Credit Agreement, as hereinafter defined. The Debtors further agree, jointly and severally, to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the DIP Credit Agreement. The holder of this Swingline Note (this "NOTE") is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Swingline Loan made pursuant to the DIP Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof and the length of each Interest Period with respect thereto. Each such endorsement shall, absent manifest error, constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Debtors in respect of such Swingline Loan. This Note (a) is the Swingline Note referred to in the Amended and Restated Debtor-in-Possession Credit Agreement dated as of May __, 2004 (as amended, supplemented or otherwise modified from time to time, the "DIP CREDIT AGREEMENT"), among the Debtors, the Lender, the other banks and financial institutions from time to time parties thereto as Lenders, Fleet National Bank, as Administrative Agent for the Lenders and Issuing Bank; the Issuing Bank thereunder; Fleet Retail Group, Inc., as Collateral Agent for the Lenders, General Electric Capital Corporation, as Syndication Agent, and ▇▇▇▇▇ Fargo Foothill, LLC, as Documentation Agent, and (b) is subject to the provisions of the DIP Credit Agreement. The Debtors have the right and the obligation in certain circumstances, to prepay this Note in whole or part on the terms and conditions provided in the DIP Credit Agreement. Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note may become, or may be declared to be, immediately due and payable, all as provided in the DIP Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, notice, notice of dishonor, protest and all other demands and notices of any kind.

SEQ. (jointly administered) pending under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (collectively, the "DEBTORS"), hereby unconditionally, jointly and severally, promise to pay to the order of FLEET NATIONAL BANK [ ] (the "LENDER") at the office of Fleet National Bank (as Administrative Agent pursuant to the DIP Credit Agreement referred to below), located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ in lawful money of the United States of America and in immediately available funds, on the last day of the Interest Period applicable thereto as specified in the DIP Credit Agreement Maturity Date the principal amount of (a) TWENTY FIVE MILLION [ ] DOLLARS ($25,000,000.00[ ]), or, if less, (b) the aggregate unpaid principal amount of all Swingline Revolving Loans made by the Lender to the Debtors pursuant to Section 2.5 2.1 of the DIP Credit Agreement, as hereinafter defined. The Debtors further agree, jointly and severally, to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the DIP Credit Agreement. The holder of this Swingline Revolving Note (this "NOTE") is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date date, Type and amount of each Swingline Revolving Loan made pursuant to the DIP Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof and to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such endorsement shall, absent manifest error, constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the joint and several obligations of the Debtors in respect of such Swingline Revolving Loan. This Note (a) is the Swingline Note referred to in the Amended and Restated Debtor-in-Possession Credit Agreement dated as of May __, 2004 (as amended, supplemented or otherwise modified from time to time, the "DIP CREDIT AGREEMENT"), among the Debtors, the Lender, the other banks and financial institutions from time to time parties thereto as Lenders, Fleet National Bank, as Administrative Agent for the Lenders and Issuing Bank; the Issuing Bank thereunder; Fleet Retail Group, Inc., as Collateral Agent for the Lenders, General Electric Capital Corporation, as Syndication Agent, and ▇▇▇▇▇ Fargo Foothill, LLC, as Documentation Agent, and (b) is subject to the provisions of the DIP Credit Agreement. The Debtors have the right and the obligation in certain circumstances, to prepay this Note in whole or part on the terms and conditions provided in the DIP Credit Agreement. Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note may become, or may be declared to be, immediately due and payable, all as provided in the DIP Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, notice, notice of dishonor, protest and all other demands and notices of any kind.

SEQ. (jointly administered) pending under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (collectively, Footstar Corporation together with the Lead Borrower, the "DEBTORS"), hereby unconditionally, jointly and severally, promise to pay the various financial institutions which are now or hereafter become parties to the order of FLEET NATIONAL BANK (the "LENDER") at the office of Fleet National Bank (as Administrative Agent pursuant to the DIP Credit Agreement referred to below), located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ in lawful money of the United States of America and in immediately available funds, on the last day of the Interest Period applicable thereto as specified in the DIP Credit Agreement the principal amount of (a) TWENTY FIVE MILLION DOLLARS ($25,000,000.00), or, if less, (b) the aggregate unpaid principal amount of all Swingline Loans made by the Lender to the Debtors pursuant to Section 2.5 of the DIP Credit Agreement, as hereinafter defined. The Debtors further agree, jointly and severally, to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the DIP Credit Agreement. The holder of this Swingline Note (this "NOTE") is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Swingline Loan made pursuant to the DIP Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof and the length of each Interest Period with respect thereto. Each such endorsement shall, absent manifest error, constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Debtors in respect of such Swingline Loan. This Note (a) is the Swingline Note referred to in the Amended and Restated Debtor-in-Possession Credit Agreement dated as of May __, 2004 (as amended, supplemented or otherwise modified from time to time, the "DIP CREDIT AGREEMENT"), among the Debtors, the Lender, the other banks and financial institutions from time to time parties thereto as Lenders, Fleet National Bank, as Administrative Agent administrative agent for the Lenders (the "ADMINISTRATIVE AGENT") and as Issuing Bank; the Issuing Bank thereunder; , Fleet Retail Group, Inc., as Collateral Agent for the Lenders, General Electric Capital Corporation, as Syndication Agent, and ▇▇▇▇▇ Fargo Foothill, LLC, as Documentation Agent. (Capitalized terms used herein have the meanings assigned to them in the DIP Credit Agreement.) Ladies and Gentleman: Pursuant to Section 2.3(b) of the DIP Credit Agreement, the Lead Borrower hereby confirms its request on behalf of the Debtors made on [ ] for a Revolving Loan in the amount of $[ ] to be made on [ ]. The Lead Borrower hereby confirms its request that such Revolving Loan be a [Base Rate] [Eurodollar] Loan. The proceeds shall be used by the Debtors as set forth in SCHEDULE A hereto. The representations and warranties contained in the DIP Credit Agreement and other Loan Documents or otherwise made in writing in connection herewith or therewith are as of the date hereof and, on the date such Loan is made will be, true and correct in all material respects, with and without giving effect to the requested Loan and the application of the proceeds thereof, other than representations and warranties that relate solely to an earlier date. The Lead Borrower hereby further confirms that at the date hereof (i) the Loan Parties have performed and complied with all covenants and conditions in the DIP Credit Agreement to be performed or complied with by such Loan Parties prior to the making of the requested Loan, and (bii) is subject to no Default or Event of Default shall have occurred and be continuing or result from such Loan. The computation of the Borrowing Base set forth below in SCHEDULE I complies with all the applicable provisions of the DIP Credit Agreement. The Debtors have the right Agreement and the obligation data have been prepared from the Loan Parties' books of account and records in certain circumstances, to prepay this Note in whole or part accordance with GAAP applied on the terms and conditions provided a consistent basis with those followed in the DIP Credit Agreement. Upon the occurrence of any one or more preparation of the Events Loan Parties' financial statements and represent fairly and accurately the status of Defaultthe Borrowing Base. Executed as an instrument under seal as of the date first above written. FOOTSTAR, all amounts then remaining unpaid on this Note may become, or may be declared to be, immediately due and payable, all as provided in the DIP Credit AgreementINC. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, notice, notice of dishonor, protest and all other demands and notices of any kind.By. ----------------------------- Duly authorized signatory