Exhibit 10.2







	
  

 
	
 AMENDED
 AND RESTATED SECURITY AGREEMENT

 
	
  

 
	
 by

 
	
  

 
	
 FOOT
 LOCKER, INC.

 
	
 as
 Borrower

 
	
  

 
	
 and

 
	
  

 
	
 THE
 GUARANTORS PARTY HERETO

 
	
 FROM
 TIME TO TIME

 
	
  

 
	
 and

 
	
  

 
	
 BANK
 OF AMERICA, N.A.,

 
	
 as
 Collateral Agent

 
	
  

 
	
 Dated
 as of January 27, 2012

 















TABLE OF CONTENTS 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
     PREAMBLE

 	
  

 	
  

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
     RECITALS

 	
  

 	
  

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
     AGREEMENT

 	
  

 	
  

 	
  

 	
 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 I

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 DEFINITIONS
 AND INTERPRETATION

 
	
  

 
	
     SECTION
 1.1.

 	
  

 	
 Definitions

 	
  

 	
 1

 
	
     SECTION
 1.2.

 	
  

 	
 Interpretation

 	
  

 	
 4

 
	
     SECTION
 1.3.

 	
  

 	
 Due Diligence Certificate

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 II

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 GRANT
 OF SECURITY AND SECURED OBLIGATIONS

 
	
  

 
	
     SECTION
 2.1.

 	
  

 	
 Pledge

 	
  

 	
 5

 
	
     SECTION
 2.2.

 	
  

 	
 Secured Obligations

 	
  

 	
 6

 
	
     SECTION
 2.3.

 	
  

 	
 Security Interest

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 III

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 PERFECTION;
 SUPPLEMENTS; FURTHER ASSURANCES;

 USE OF PLEDGED COLLATERAL

 
	
  

 
	
     SECTION
 3.1.

 	
  

 	
 Financing Statements and
 Other Filings; Maintenance of Perfected Security Interest

 	
  

 	
 6

 
	
     SECTION
 3.2.

 	
  

 	
 Other Actions

 	
  

 	
 7

 
	
     SECTION
 3.3.

 	
  

 	
 Joinder of Additional
 Borrowers or Guarantors

 	
  

 	
 9

 
	
     SECTION
 3.4.

 	
  

 	
 Supplements; Further
 Assurances

 	
  

 	
 9

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 IV

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 REPRESENTATIONS,
 WARRANTIES AND COVENANTS

 
	
  

 
	
     SECTION
 4.1.

 	
  

 	
 Title

 	
  

 	
 10

 
	
     SECTION
 4.2.

 	
  

 	
 Limitation on Liens;
 Defense of Claims; Transferability of Pledged Collateral

 	
  

 	
 10

 


-i-









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
     SECTION
 4.3.

 	
  

 	
 Chief Executive Office;
 Change of Name; Jurisdiction of Organization

 	
  

 	
 10

 
	
     SECTION
 4.4.

 	
  

 	
 No Conflicts, Consents,
 etc.

 	
  

 	
 11

 
	
     SECTION
 4.5.

 	
  

 	
 Pledged Collateral

 	
  

 	
 11

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 V

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 GRANT
 OF LICENSE IN

 INTELLECTUAL PROPERTY

 
	
  

 
	
 ARTICLE
 VI

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CERTAIN
 PROVISIONS CONCERNING ACCOUNTS

 
	
  

 
	
     SECTION
 6.1.

 	
  

 	
 Special Representations
 and Warranties

 	
  

 	
 12

 
	
     SECTION
 6.2.

 	
  

 	
 Maintenance of Records

 	
  

 	
 12

 
	
     SECTION
 6.3.

 	
  

 	
 Legend

 	
  

 	
 13

 
	
     SECTION
 6.4.

 	
  

 	
 Modification of Terms, Etc

 	
  

 	
 13

 
	
     SECTION
 6.5.

 	
  

 	
 Collection

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 VII

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 REMEDIES

 
	
  

 
	
     SECTION
 7.1.

 	
  

 	
 Remedies

 	
  

 	
 13

 
	
     SECTION
 7.2.

 	
  

 	
 Notice of Sale

 	
  

 	
 15

 
	
     SECTION
 7.3.

 	
  

 	
 Waiver of Notice and
 Claims

 	
  

 	
 15

 
	
     SECTION
 7.4.

 	
  

 	
 Insolvency Proceedings

 	
  

 	
 16

 
	
     SECTION
 7.5.

 	
  

 	
 No Waiver; Cumulative
 Remedies

 	
  

 	
 16

 
	
     SECTION
 7.6.

 	
  

 	
 Application of Proceeds

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 VIII

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MISCELLANEOUS

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
     SECTION
 8.1.

 	
  

 	
 Concerning Collateral
 Agent

 	
  

 	
 17

 
	
     SECTION
 8.2.

 	
  

 	
 Collateral Agent May
 Perform; Collateral Agent Appointed Attorney-in-Fact

 	
  

 	
 18

 
	
     SECTION
 8.3.

 	
  

 	
 Continuing Security
 Interest; Assignment

 	
  

 	
 18

 
	
     SECTION
 8.4.

 	
  

 	
 Termination; Release

 	
  

 	
 18

 
	
     SECTION
 8.5.

 	
  

 	
 Modification in Writing

 	
  

 	
 20

 
	
     SECTION
 8.6.

 	
  

 	
 Notices

 	
  

 	
 20

 
	
     SECTION
 8.7.

 	
  

 	
 GOVERNING LAW

 	
  

 	
 20

 


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 Page

 
	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
     SECTION 8.8.

 	
  

 	
 CONSENT TO JURISDICTION;
 SERVICE OF PROCESS; WAIVER OF JURY TRIAL

 	
  

 	
 20

 
	
     SECTION
 8.9.

 	
  

 	
 Severability

 	
  

 	
 21

 
	
     SECTION
 8.10.

 	
  

 	
 Execution in Counterparts

 	
  

 	
 22

 
	
     SECTION
 8.11.

 	
  

 	
 No Credit for Payment of
 Taxes or Imposition

 	
  

 	
 22

 
	
     SECTION
 8.12.

 	
  

 	
 No Claims Against
 Collateral Agent

 	
  

 	
 22

 
	
     SECTION
 8.13.

 	
  

 	
 No Release

 	
  

 	
 22

 
	
     SECTION
 8.14.

 	
  

 	
 Obligations Absolute

 	
  

 	
 22

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNATURES

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SCHEDULE I

 	
  

 	
 Filings, Registrations and
 Recordings

 	
  

 	
  

 
	
 SCHEDULE II

 	
  

 	
 Instruments and Tangible
 Chattel Paper

 	
  

 	
  

 


-iii-





AMENDED AND RESTATED SECURITY AGREEMENT


                    AMENDED
AND RESTATED SECURITY AGREEMENT dated as of January 27, 2012 (as amended,
restated, amended and restated, supplemented or otherwise modified and in
effect from time to time, this “Agreement”) made by (i) FOOT LOCKER,
INC., a New York corporation (the “Borrower”), (ii) THE GUARANTORS
LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) OR FROM
TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional
Guarantors,” and together with the Original Guarantors, the “Guarantors”)
(the Borrower, together with the Guarantors, and together with any successors,
the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF
AMERICA, N.A., having an office at 100 Federal Street, 9th Floor, Boston,
Massachusetts 02110, in its capacity as collateral agent for the Credit Parties
(as defined in the Credit Agreement defined below) pursuant to the Credit
Agreement (as hereinafter defined) (in such capacity and together with any
successors in such capacity, the “Collateral Agent”). 


R E C I T A L S:


                    WHEREAS,
prior to the date of this Agreement, the Pledgors, on the one hand, and Bank of
America, N.A., as Collateral Agent thereunder, on the other hand, previously
entered into a Security Agreement dated as of March 20, 2009 (as amended and in
effect, the “Existing Security Agreement”), pursuant to which the
Pledgors granted a security interest in the Pledged Collateral (as defined in
the Existing Security Agreement) to the Collateral Agent to secure the Secured
Obligations (as defined in the Existing Security Agreement); and 


                    WHEREAS,
in accordance with that certain Amended and Restated Credit Agreement dated as
of even date herewith by and among the Pledgors, the Collateral Agent, Bank of
America, N.A., as Administrative Agent, the Lenders party thereto, and Bank of
America, N.A., as L/C Issuer and as Swing Line Lender, among others (the “Credit
Agreement”), the parties thereto desire to amend and restate the Existing
Security Agreement as provided herein. 


                    NOW
THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Pledgor and the Collateral Agent hereby agree that the
Existing Security Agreement is hereby amended and restated in its entirety to
read as follows: 


ARTICLE I


DEFINITIONS AND INTERPRETATION


                    SECTION
1.1. Definitions. 





                    (a)
Unless otherwise defined herein or in the Credit Agreement, capitalized terms
used herein that are defined in the UCC shall have the meanings assigned to
them in the UCC. 


                    (b)
Capitalized terms used but not otherwise defined herein that are defined in the
Credit Agreement shall have the meanings given to them in the Credit Agreement.



                    (c)
The following terms shall have the following meanings: 


                    “Additional
Guarantors” shall have the meaning assigned to such term in the Preamble
hereof. 


                    “Agreement”
shall have the meaning assigned to such term in the Preamble hereof. 


                    “Borrower”
shall have the meaning assigned to such term in the Preamble hereof. 


                    “Claims”
shall mean any and all property taxes and other taxes, assessments and special
assessments, levies, fees and all governmental charges imposed upon or assessed
against, and all claims (including, without limitation, landlords’, carriers’,
mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and
warehousemen’s Liens and other claims arising by operation of law) against, all
or any portion of the Pledged Collateral. 


                    “Collateral
Agent” shall have the meaning assigned to such term in the Preamble hereof.



                    “Contracts”
shall mean, collectively, with respect to each Pledgor, all sale, service,
performance, equipment or property lease contracts, agreements and grants and
all other contracts, agreements or grants (in each case, whether written or
oral, or third party or intercompany), between such Pledgor and third parties,
and all assignments, amendments, restatements, supplements, extensions,
renewals, replacements or modifications thereof. 


                    “Control”
shall mean (i) in the case of each Deposit Account (including any Blocked
Account), “control,” as such term is defined in Section 9-104 of the UCC, and
(ii) in the case of any Securities Account, “control,” as such term is defined
in Section 8-106 of the UCC. 


                    “Control
Agreement” shall mean, with respect to a Securities Account established by
a Pledgor, an agreement, in form and substance reasonably satisfactory to the
Collateral Agent, establishing Control of such Securities Account by the
Collateral Agent. 


                    “Credit
Agreement” shall have the meaning assigned to such term in the Recitals
hereof. 


                    “Due
Diligence Certificate” shall mean that certain due diligence certificate dated
as of the date hereof, executed and delivered by the Borrower in favor of the
Collateral Agent for


2





the benefit of the Credit
Parties, and each other Due Diligence Certificate (which shall be substantially
in the form of such due diligence certificate dated the date hereof or
otherwise in form and substance reasonably acceptable to the Collateral Agent)
executed and delivered by the applicable Guarantor in favor of the Collateral
Agent for the benefit of the Credit Parties contemporaneously with the execution
and delivery of each Joinder Agreement executed in accordance with Section 6.12
of the Credit Agreement, in each case, as the same may be amended, restated,
supplemented or otherwise modified from time to time in accordance with the
Credit Agreement. 


                    “Excluded
Property” shall mean, with respect to any Pledgor, (i) any lease, contract
or agreement to which such Pledgor is a party, any of its rights or interests
thereunder or any assets subject thereto or any property rights of such Pledgor
of any nature if the grant of such security interest shall constitute or result
in (A) the abandonment, invalidation or unenforceability of any right, title or
interest of such Pledgor therein or result in such Pledgor’s loss of use of
such asset or (B) in a breach or termination pursuant to the terms of, or a
default under, any such lease, contract, property rights or agreement (other
than to the extent that any such term would be rendered ineffective pursuant to
Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or
provisions) of any relevant jurisdiction or any other applicable law (including
the Bankruptcy Code) or principles of equity); (ii) any lease, contract,
property rights or agreement to which such Pledgor is a party, any of its
rights or interests thereunder or any assets subject thereto to the extent that
any applicable law prohibits the creation of a security interest thereon (other
than to the extent that any such term would be rendered ineffective pursuant to
Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or
provisions) of any relevant jurisdiction or any other applicable Law or
principles of equity); (iii) any of Pledgor’s right, title, and interest in
Intellectual Property and rights to sue for past, present or future
infringements thereof; and (iv) any Equity Interests of any Subsidiary or any
other entity; provided that in each case described in clauses (i) and
(ii) of this definition, such property shall constitute “Excluded Property”
only to the extent and for so long as such lease, contract, property right or
other agreement or applicable Law validly prohibits the creation of a Lien on
such property in favor of the Collateral Agent and, upon the termination of
such prohibition (howsoever occurring), such property shall cease to constitute
“Excluded Property” and provided further that all Proceeds,
substitutions or replacements of any Excluded Property described in clauses (i)
through (iv) (unless such Proceeds, substitutions or replacements would
constitute Excluded Property) shall constitute Pledged Collateral hereunder. 


                    “General
Intangibles” shall mean, collectively, with respect to each Pledgor, all
“general intangibles,” as such term is defined in the UCC, of such Pledgor and,
in any event, shall include, without limitation, (i) all of such Pledgor’s
rights, title and interest in, to and under all insurance policies and
Contracts, (ii) all know-how and warranties relating to any of the Pledged Collateral,
(iii) any and all other rights, claims, choses-in-action and causes of action
of such Pledgor against any other Person and the benefits of any and all
collateral or other security given by any other Person in connection therewith,
(iv) all guarantees, endorsements and indemnifications on, or of, any of the
Pledged Collateral, (v) all lists, books, records, correspondence, ledgers,
print-outs, files (whether in printed form or stored electronically), tapes


3





and other papers or
materials containing information relating to any of the Pledged Collateral,
including, without limitation, all customer or tenant lists, identification of
suppliers, data, plans, blueprints, specifications, designs, drawings,
appraisals, recorded knowledge, surveys, studies, engineering reports, test
reports, manuals, standards, processing standards, performance standards,
catalogs, research data, computer and automatic machinery software and programs
and the like, field repair data, accounting information pertaining to such Pledgor’s
operations or any of the Pledged Collateral and all media in which or on which
any of the information or knowledge or data or records may be recorded or
stored and all computer programs used for the compilation or printout of such
information, knowledge, records or data, (vi) all licenses, consents, permits,
variances, certifications, authorizations and approvals, however characterized,
of any Governmental Authority (or any Person acting on behalf of a Governmental
Authority) now or hereafter acquired or held by such Pledgor pertaining to
operations now or hereafter conducted by such Pledgor or any of the Pledged
Collateral including, without limitation, building permits, certificates of
occupancy, environmental certificates, industrial permits or licenses and
certificates of operation and (vii) all rights to reserves, deferred payments,
deposits, refunds, indemnification of claims to the extent the foregoing relate
to any Pledged Collateral and claims for tax or other refunds against any
Governmental Authority relating to any Pledged Collateral. 


                    “Guarantors”
shall have the meaning assigned to such term in the Preamble hereof. 


                    “Instruments”
shall mean, collectively, with respect to each Pledgor, all “instruments,” as
such term is defined in Article 9 of the UCC, and shall include, without
limitation, all promissory notes, drafts, bills of exchange or acceptances. 


                    “Letter
of Credit” shall mean “Letter of Credit” as defined in Section 5-102(a)(10)
of the UCC. 


                    “Pledged
Collateral” shall have the meaning assigned to such term in SECTION 2.1
hereof. 


                    “Pledgor”
shall have the meaning assigned to such term in the Preamble hereof. 


                    “Secured
Obligations” shall mean the Obligations (as defined in the Credit
Agreement), the Other Liabilities (as defined in the Credit Agreement and
subject to SECTION 7.4 hereof) and the Guaranteed Obligations (as defined in
the Guaranty). 


                    SECTION
1.2. Interpretation. The rules of interpretation specified in the Credit
Agreement shall be applicable to this Agreement. 


                    SECTION
1.3. Due Diligence Certificate. The Collateral Agent and each Pledgor
agree that the Due Diligence Certificate and all descriptions of Pledged
Collateral, schedules, amendments and supplements thereto are and shall at all
times remain a part of this Agreement.


4





ARTICLE II


GRANT OF SECURITY AND SECURED OBLIGATIONS


                    SECTION
2.1. Pledge. As collateral security for the payment and performance in
full of all the Secured Obligations, each Pledgor hereby pledges and grants to
the Collateral Agent for its benefit and for the benefit of the other Credit
Parties, a lien on and security interest in and to all of the right, title and
interest of such Pledgor in, to and under the following personal property and
interests in property, wherever located, and whether now existing or hereafter
arising or acquired from time to time (collectively, the “Pledged Collateral”): 



	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
  

 	
 all Accounts; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
  

 	
 all Inventory; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
  

 	
 all Documents, Instruments
 and Chattel Paper relating to or arising from such Pledgor’s Accounts and/or
 Inventory; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
  

 	
 all Letter-of-Credit
 Rights relating to or arising from such Pledgor’s Accounts and/or Inventory; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
  

 	
 all General Intangibles
 relating to or arising from such Pledgor’s Accounts and/or Inventory; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
  

 	
 all Deposit Accounts; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
  

 	
 all Securities Accounts; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (viii)

 	
  

 	
 all Supporting Obligations
 relating to or arising from such Pledgor’s Accounts and/or Inventory; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ix)

 	
  

 	
 all books and records
 relating to or arising from the Pledged Collateral; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (x)

 	
  

 	
 all Proceeds and products
 of each of the foregoing and all accessions to, substitutions and
 replacements for, and rents, profits and products of, each of the foregoing,
 any and all proceeds of any insurance, indemnity, warranty or guaranty
 payable to such Pledgor from time to time with respect to any of the
 foregoing. 

 



                    Notwithstanding
anything to the contrary contained in clauses (i) through (x) above, the
security interest created by this Agreement shall not extend to, and the term
“Pledged Collateral” shall not include, any Excluded Property. 


5





                    The
Pledgors shall from time to time, at the reasonable request of the Collateral
Agent after the occurrence of an Event of Default give written notice to the
Collateral Agent identifying in reasonable detail the Excluded Property and
shall provide to the Collateral Agent such other information regarding the
Excluded Property as the Collateral Agent may reasonably request. 


                    SECTION
2.2. Secured Obligations. This Agreement secures, and the Pledged Collateral
is collateral security for, the payment and performance in full when due of the
Secured Obligations. 


                    SECTION
2.3. Security Interest. (a) Each Pledgor hereby irrevocably authorizes
the Collateral Agent at any time and from time to time to authenticate and file
in any relevant jurisdiction any financing statements and amendments thereto
that contain the information required by Article 9 of the Uniform Commercial
Code of each applicable jurisdiction for the filing of any financing statement
or amendment relating to the Pledged Collateral, including, without limitation,
(i) whether such Pledgor is an organization, the type of organization and any
organizational identification number issued to such Pledgor, and (ii) any
financing or continuation statements or other documents without the signature
of such Pledgor where permitted by law, including, without limitation, the
filing of any financing statement describing the Pledged Collateral as “all
assets of the debtor, wherever located, whether now owned or hereafter acquired
or arising,” or words of similar import. Each Pledgor agrees to provide all
information described in clause (i) of the immediately preceding sentence to
the Collateral Agent promptly upon request. 


                    (b)
Each Pledgor hereby ratifies its authorization for the Collateral Agent to file
in any relevant jurisdiction any initial financing statements or amendments
thereto relating to the Pledged Collateral if filed prior to the date hereof. 


ARTICLE III


PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;

USE OF PLEDGED COLLATERAL


                    SECTION
3.1. Financing Statements and Other Filings; Maintenance of Perfected
Security Interest. Each Pledgor represents and warrants that the only
filings, registrations and recordings necessary and appropriate to create,
preserve, protect, publish notice of and perfect the security interest granted
by each Pledgor to the Collateral Agent (for the benefit of the Credit Parties)
pursuant to this Agreement in respect of the Pledged Collateral in which the
security interest may be perfected by filing, recording or registration in the
United States (or any political subdivision thereof) and its territories and
possessions are listed on Schedule I hereto. Each Pledgor represents and
warrants that all such filings, registrations and recordings have been
delivered to the Collateral Agent in completed and, to the extent necessary  


6





or appropriate, duly
executed form for filing in each governmental, municipal or other office specified
in Schedule I. Each Pledgor agrees that at the sole cost and expense of
the Pledgors, (i) to the extent required by this Agreement or the Credit
Agreement, such Pledgor will maintain the security interest created by this
Agreement in the Pledged Collateral as a perfected first priority (subject only
to Permitted Encumbrances having priority under applicable Law) security
interest and shall defend such security interest against the claims and demands
of all Persons (other than with respect to Permitted Encumbrances), and (ii) to
the extent required by this Agreement or the Credit Agreement, at any time and
from time to time, upon the written request of the Collateral Agent, such
Pledgor shall promptly and duly execute and deliver, and file and have recorded,
such further instruments and documents and take such further action as the
Collateral Agent may reasonably deem necessary for the purpose of obtaining or
preserving the full benefits of this Agreement and the rights and powers herein
granted, including the filing of any financing statements, continuation
statements and other documents (including this Agreement) under the UCC (or
other applicable Laws) in effect in any jurisdiction with respect to the
security interest created hereby and the execution and delivery of Blocked
Account Agreements, all in form reasonably satisfactory to the Collateral Agent
and in such offices wherever required by applicable Law to perfect, continue
and maintain a valid, enforceable, first priority (subject only to Permitted
Encumbrances having priority under applicable Law) security interest in the
Pledged Collateral as provided herein and to preserve the other rights and
interests granted to the Collateral Agent hereunder, as against third parties
(other than with respect to Permitted Encumbrances), with respect to the
Pledged Collateral. 


                    SECTION
3.2. Other Actions. In order to further insure the attachment,
perfection and priority of, and the ability of the Collateral Agent to enforce,
the Collateral Agent’s security interest in the Pledged Collateral, each
Pledgor represents, warrants and agrees, in each case at such Pledgor’s own
expense, with respect to the following Pledged Collateral that: 


	
  

 	
  

 
	
  

 	
           (a)
 Instruments and Tangible Chattel Paper. As of the date hereof (i) no
 amount payable under or in connection with any of the Pledged Collateral is
 evidenced by any Instrument or Tangible Chattel Paper other than such
 Instruments and Tangible Chattel Paper listed in Schedule II hereof
 and (ii) each Instrument and each item of Tangible Chattel Paper listed in Schedule
 II hereof with a face amount in excess of $2,000,000 individually, to the
 extent requested by the Collateral Agent, has been properly endorsed,
 assigned and delivered to the Collateral Agent, accompanied by instruments of
 transfer or assignment duly executed in blank. If any amount payable under or
 in connection with any of the Pledged Collateral shall be evidenced by any
 Instrument or Tangible Chattel Paper with a face amount in excess of
 $2,000,000 individually, the Pledgor acquiring such Instrument or Tangible
 Chattel Paper shall forthwith endorse, assign and deliver the same to the
 Collateral Agent, accompanied by such instruments of transfer or assignment
 duly executed in blank as the Collateral Agent may reasonably request from
 time to time. 

 


7









	
  

 	
  

 
	
  

 	
           (b)
 Deposit Accounts. As of the date hereof (i) it does not maintain any
 Deposit Accounts other than the accounts listed in Section III.C of the Due
 Diligence Certificate and (ii) the Collateral Agent has a perfected first
 priority security interest in each Blocked Account. No Pledgor shall grant
 Control of any Deposit Account or any Blocked Account to any Person other
 than the Collateral Agent. The Pledgors shall at all times comply with the
 cash receipt provisions set forth in Section 6.13 of the Credit Agreement. 

 
	
  

 	
  

 
	
  

 	
           (c)
 Securities Accounts. (i) As of the date hereof it has no Securities
 Accounts other than those listed in Section III of the Due Diligence
 Certificate. If at any time any Revolving Credit Loans are outstanding, the
 applicable Pledgors shall, within sixty (60) days following the making of any
 such Revolving Credit Loan (or such longer period as to which the Collateral
 Agent may agree, but in any event not to exceed ninety (90) days following
 the making of any such Revolving Credit Loan), duly execute and deliver a
 Control Agreement with respect to each Securities Account with any Securities
 Intermediary. Each Pledgor shall accept any cash which constitutes proceeds
 of the Pledged Collateral in trust for the benefit of the Collateral Agent
 and within five (5) Business Days of actual receipt thereof, deposit any cash
 into an account in which the Collateral Agent has Control. The Collateral
 Agent agrees with each Pledgor that the Collateral Agent shall not give any
 instructions or directions to any Securities Intermediary and shall not
 withhold its consent to the exercise of any withdrawal or dealing rights by
 such Pledgor, unless a Triggering Event has occurred and is continuing. 

 
	
  

 	
  

 
	
  

 	
           (ii)
 As between the Collateral Agent and the Pledgors, the Pledgors shall bear the
 investment risk with respect to the Securities Accounts, whether in the
 possession of, or subject to the Control of, the Collateral Agent, any
 Pledgor, a Securities Intermediary or any other Person. In the event any
 Pledgor shall fail to make such payment contemplated in the immediately
 preceding sentence, the Collateral Agent may do so for the account of such
 Pledgor and the Pledgors shall promptly reimburse and indemnify the
 Collateral Agent for all costs and expenses incurred by the Collateral Agent
 under this SECTION 3.2(c).

 
	
  

 	
  

 
	
  

 	
           (d)
 Electronic Chattel Paper and Transferable Records. As of the date
 hereof no amount payable under or in connection with any of the Pledged
 Collateral is evidenced by any Electronic Chattel Paper or any “transferable
 record” (as that term is defined in Section 201 of the Federal Electronic
 Signatures in Global and National Commerce Act, or in Section 16 of the
 Uniform Electronic Transactions Act as in effect in any relevant
 jurisdiction). If any amount payable under or in connection with any of the
 Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any
 transferable record with a face value in excess of $2,000,000 individually,
 the Pledgor acquiring such Electronic Chattel Paper or transferable record
 shall promptly notify the Collateral Agent thereof and shall take such action
 as the Collateral Agent may reasonably request to vest in the Collateral
 Agent control under UCC Section 9-105 of such Electronic Chattel Paper or
 control under Section 201 of the Federal Electronic

 


8









	
  

 	
  

 
	
  

 	
 Signatures in Global and
 National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic
 Transactions Act, as so in effect in such jurisdiction, of such transferable
 record. The Collateral Agent agrees with such Pledgor that the Collateral
 Agent will arrange, pursuant to procedures reasonably satisfactory to the
 Collateral Agent and so long as such procedures will not result in the
 Collateral Agent’s loss of control, for such Pledgor to make alterations to
 the Electronic Chattel Paper or transferable record permitted under UCC
 Section 9-105 or, as the case may be, Section 201 of the Federal Electronic
 Signatures in Global and National Commerce Act of Section 16 of the Uniform
 Electronic Transactions Act for a party in control to allow without loss of
 control, unless an Event of Default has occurred and is continuing or would
 occur after taking into account any action by such Pledgor with respect to
 such Electronic Chattel Paper or transferable record. 

 
	
  

 	
  

 
	
  

 	
           (e)
 Letter-of-Credit Rights. If such Pledgor is at any time a beneficiary
 under a Letter of Credit with a face value in excess of $1,000,000
 individually now or hereafter issued in favor of such Pledgor (to the extent
 constituting Pledged Collateral), other than a Letter of Credit issued
 pursuant to the Credit Agreement, such Pledgor shall promptly notify the
 Collateral Agent thereof and such Pledgor shall, at the request of the
 Collateral Agent, pursuant to an agreement in form and substance reasonably
 satisfactory to the Collateral Agent, either (i) arrange for the issuer and
 any confirmer of such Letter of Credit to consent to an assignment to the
 Collateral Agent of the proceeds of any drawing under the Letter of Credit or
 (ii) arrange for the Collateral Agent to become the transferee beneficiary of
 such Letter of Credit, with the Collateral Agent agreeing, in each case, that
 the proceeds of any drawing under the Letter of Credit are to be applied as
 provided in the Credit Agreement. 

 



                    SECTION
3.3. Joinder of Additional Borrowers or Guarantors. The Pledgors shall
cause each direct or indirect Subsidiary of the Borrower from time to time,
after the date hereof to the extent required under Section 6.12 of the Credit
Agreement to become a Loan Party thereunder, to execute and deliver to the
Collateral Agent a Due Diligence Certificate and such other documents and
agreements as are required under Section 6.12 of the Credit Agreement, in each
case, within thirty (30) days (or such longer period as the Administrative
Agent shall agree) of the date on which it was acquired or created, and upon
such execution and delivery, such Subsidiary shall constitute a “Pledgor” for
all purposes hereunder with the same force and effect as if originally named as
a Pledgor herein. 


                    SECTION
3.4. Supplements; Further Assurances. Each Pledgor shall take such further
actions, and execute and deliver to the Collateral Agent such additional
assignments, agreements, supplements, powers and instruments, as the Collateral
Agent may in its reasonable judgment deem necessary or appropriate, wherever
required by Law, in order to perfect, preserve and protect the security
interest in the Pledged Collateral and to the extent required and as provided
herein and the rights and interests granted to the Collateral Agent hereunder,
to carry into effect the purposes hereof or better to assure and confirm unto
the Collateral Agent or permit the Collateral Agent to exercise and enforce its
rights, powers and remedies hereunder with


9






respect to any Pledged Collateral.
If an Event of Default has occurred and is continuing, the Collateral Agent may
institute and maintain, in its own name or in the name of any Pledgor, such
suits and proceedings as the Collateral Agent may be advised by counsel shall
be necessary or expedient to prevent any impairment of the security interest in
or the perfection thereof in the Pledged Collateral. All of the foregoing shall
be at the sole cost and expense of the Pledgors. The Pledgors and the
Collateral Agent acknowledge that this Agreement is intended to grant to the
Collateral Agent for the benefit of the Credit Parties a security interest in
and Lien upon the Pledged Collateral and shall not constitute or create a
present assignment of any of the Pledged Collateral.


ARTICLE IV 


REPRESENTATIONS, WARRANTIES AND COVENANTS


                    Each
Pledgor represents, warrants and covenants as follows:


                    SECTION
4.1. Title. No valid financing statement or other public
notice indicating the existence of a valid Lien on all or any part of the
Pledged Collateral is on file or of record in any public office, except such as
have been filed in favor of the Collateral Agent pursuant to this Agreement or
as are permitted by the Credit Agreement. No Person other than the Collateral
Agent has Control or possession of all or any part of the Pledged Collateral
except as permitted by the Credit Agreement.


                    SECTION
4.2. Limitation on Liens; Defense of Claims; Transferability
of Pledged Collateral. Each Pledgor is as of the date hereof, and, as to
Pledged Collateral acquired by it from time to time after the date hereof, such
Pledgor will be, the sole direct and beneficial owner of all Pledged Collateral
pledged by it hereunder free from any Lien or other right, title or interest of
any Person other than the Liens and security interest created by this
Agreement and Permitted Encumbrances. Each Pledgor shall, at its own cost and
expense, defend title to the Pledged Collateral pledged by it hereunder and the
security interest therein and Lien thereon granted to the Collateral Agent and
the priority thereof against all claims and demands of all Persons, at its own
cost and expense, at any time claiming any interest therein adverse to the
Collateral Agent or any other Credit Party other than Permitted Encumbrances.
There is no agreement, and no Pledgor shall enter into any agreement or take
any other action, that would restrict the transferability of any of the Pledged
Collateral or otherwise impair or conflict with such Pledgors’ obligations or
the rights of the Collateral Agent hereunder.


                    SECTION
4.3. Chief Executive Office; Change of Name; Jurisdiction of
Organization. (a) The exact legal name, type of organization, jurisdiction
of organization, federal taxpayer identification number, organizational
identification number (if any) and chief executive office of such Pledgor is
indicated next to its name in Sections I.A and I.B of the Due Diligence
Certificate. 


10





                    (b)
The Collateral Agent may rely on opinions of counsel as to whether any or all
UCC financing statements of the Pledgors need to be amended as a result of any
of the changes described in Section 6.14 of the Credit Agreement. If any
Pledgor fails to provide information to the Collateral Agent about such changes
on a timely basis, the Collateral Agent shall not be liable or responsible to
any party for any failure to maintain a perfected security interest in such
Pledgor’s property constituting Pledged Collateral, for which the Collateral
Agent needed to have information relating to such changes. The Collateral Agent
shall have no duty to inquire about such changes if any Pledgor does not inform
the Collateral Agent of such changes, the parties acknowledging and agreeing
that it would not be feasible or practical for the Collateral Agent to search
for information on such changes if such information is not provided by any
Pledgor.


                    SECTION
4.4. No Conflicts, Consents, etc. No consent of any party
(including, without limitation, equity holders or creditors of such Pledgor)
and no consent, authorization, approval, license or other action by, and no
notice to or filing with, any Governmental Authority or regulatory body or
other Person is required (A) for the pledge by such Pledgor of the Pledged
Collateral pledged by it pursuant to this Agreement or for the execution,
delivery or performance hereof by such Pledgor, (B) for the exercise by
the Collateral Agent of the rights provided for in this Agreement or
(C) subject to Section 5.1 hereof, for the exercise by the Collateral
Agent of the remedies in respect of the Pledged Collateral pursuant to this
Agreement. Following the occurrence and during the continuation of an Event of
Default, if the Collateral Agent desires to exercise any remedies or
attorney-in-fact powers set forth in this Agreement and determines it necessary
to obtain any approvals or consents of any Governmental Authority or any other
Person therefor, then, upon the reasonable request of the Collateral Agent,
such Pledgor agrees to use commercially reasonable efforts to assist and aid
the Collateral Agent to obtain as soon as commercially practicable any
necessary approvals or consents for the exercise of any such remedies, rights
and powers.


                    SECTION
4.5. Pledged Collateral. All information set forth herein,
including the schedules annexed hereto, and all information contained in any
documents, schedules and lists heretofore delivered to any Credit Party in
connection with this Agreement, in each case, relating to the Pledged
Collateral, is accurate and complete as of the date hereof (or, if such
information is required to be accurate as of a certain date, then as of such
date) in all material respects. The Pledged Collateral described in the Due
Diligence Certificate constitutes all of the property of such type of Pledged
Collateral (other than Excluded Property) owned or held by the Pledgors. 


ARTICLE V


GRANT OF LICENSE IN 

INTELLECTUAL PROPERTY


11





                    For
the purpose of enabling the Collateral Agent, during the continuance of an
Event of Default, to exercise rights and remedies under Article VIII
hereof at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, and for no other purpose, each Pledgor
hereby grants to the Collateral Agent, to the extent sublicenseable with
respect to Intellectual Property licensed to such Pledgor (and to the extent
permitted under the terms of the applicable license), an irrevocable,
non-exclusive license (exercisable without payment of royalty or other
compensation to such Pledgor) to use, license or sublicense any of the
Intellectual Property now owned or hereafter acquired by such Pledgor, wherever
the same may be located, including in such license access to all media in which
any of the licensed Intellectual Property may be recorded or stored and to all
computer programs used for the compilation or printout hereof, and subject in
the case of licenses of trademarks and service marks, to rights of quality
control and inspection in favor of such Pledgor solely to the extent necessary
to avoid risk of invalidation of such licenses of such trademarks and service
marks.


ARTICLE VI


CERTAIN PROVISIONS CONCERNING ACCOUNTS


                    SECTION
6.1. Special Representations and Warranties. As of the
time when each of its Accounts is included in the Borrowing Base as an Eligible
Credit Card Receivable, each Pledgor shall be deemed to have represented and
warranted that such Account and all records, papers and documents relating
thereto (i) are genuine and correct and in all material respects what they
purport to be, (ii) represent the legal, valid and binding obligation of
the account debtor, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar Laws relating to or limiting
creditors’ rights generally or by equitable principles relating to
enforceability, evidencing obligations unpaid and owed by such account debtor,
arising out of the performance of labor or services or the sale, lease,
license, assignment or other disposition and delivery of the goods or other
property listed therein or out of an advance or a loan, (iii) are in all
material respects in compliance and conform with all applicable material
federal, state and local Laws and applicable Laws of any relevant foreign
jurisdiction.


                    SECTION
6.2. Maintenance of Records. Each Pledgor shall keep and
maintain at its own cost and expense materially complete records of each
Account, in a manner consistent with prudent business practice, including,
without limitation, records of all payments received, all credits granted
thereon, all merchandise returned and all other documentation relating thereto.
Each Pledgor shall, at such Pledgor’s sole cost and expense, upon the Collateral
Agent’s written demand made at any time after the occurrence and during the
continuance of any Event of Default, deliver all tangible evidence of Accounts
in its possession or control, including, without limitation, all documents
evidencing Accounts and any books and records relating thereto to the
Collateral Agent or to its representatives (copies of which evidence and books
and records may be retained by such Pledgor). 


12





                    SECTION
6.3. Legend. Each Pledgor shall legend, at the request of
the Collateral Agent made at any time after the occurrence and during the
continuance of any Event of Default and in form and manner reasonably
satisfactory to the Collateral Agent, the Instruments, Documents and Chattel
Paper of such Pledgor, in each case, only if relating to any Pledged
Collateral, with an appropriate reference to the fact that such Pledged
Collateral have been assigned to the Collateral Agent for the benefit of the
Credit Parties and that the Collateral Agent has a security interest therein.


                    SECTION
6.4. Modification of Terms, Etc. No Pledgor shall rescind
or cancel any indebtedness evidenced by any Account or modify any term thereof or
make any adjustment with respect thereto except in the ordinary course of
business consistent with prudent business practice, or extend or renew any such
indebtedness except in the ordinary course of business consistent with prudent
business practice or compromise or settle any dispute, claim, suit or legal
proceeding relating thereto or sell any Account or interest therein except in
the ordinary course of business consistent with prudent business practice, in
each case without the prior written consent of the Collateral Agent.


                    SECTION
6.5. Collection. Each Pledgor shall use commercially
reasonable efforts to cause to be collected from the account debtor of each of
the Accounts, as and when due in the ordinary course of business consistent
with prudent business practice (including, without limitation, Accounts that
are delinquent, such Accounts to be collected in accordance with generally
accepted commercial collection procedures), any and all amounts owing under or
on account of such Account, and apply forthwith upon receipt thereof all such
amounts as are so collected to the outstanding balance of such Account. The
costs and expenses (including, without limitation, reasonable attorneys’ fees)
of collection, in any case, whether incurred by any Pledgor or the Collateral
Agent or any other Credit Party, shall be paid by the Pledgors, in accordance
with the terms of the Loan Documents.


ARTICLE VII



REMEDIES


                    SECTION
7.1. Remedies. Upon the occurrence and during the continuance
of any Event of Default the Collateral Agent may from time to time in respect
of the Pledged Collateral, in addition to the other rights and remedies
provided for herein or otherwise available to it:


                    (i)
Personally, or by agents or attorneys, immediately take possession of the
Pledged Collateral or any part thereof, from any Pledgor or any other Person
who then has possession of any part thereof with or without notice or process
of law, and for that purpose may enter upon any Pledgor’s premises where any of
the Pledged Collateral is located, remove such Pledged Collateral, remain
present at such premises to receive copies of all communications and


13





remittances
relating to the Pledged Collateral and use in connection with such removal and
possession any and all services, supplies, aids and other facilities of any
Pledgor;


                    (ii)
Demand, sue for, collect or receive any money or property at any time payable
or receivable in respect of the Pledged Collateral including, without
limitation, instructing the obligor or obligors on any agreement, instrument or
other obligation constituting part of the Pledged Collateral to make any
payment required by the terms of such agreement, instrument or other obligation
directly to the Collateral Agent, and in connection with any of the foregoing,
compromise, settle, extend the time for payment and make other modifications
with respect thereto; provided, however, that in the event that
any such payments are made directly to any Pledgor, prior to receipt by any
such obligor of such instruction, such Pledgor shall segregate all amounts
received pursuant thereto in trust for the benefit of the Collateral Agent and
shall promptly pay such amounts to the Collateral Agent;


                    (iii)
Take possession of the Pledged Collateral or any part thereof, by directing any
Pledgor in writing to deliver the same to the Collateral Agent at any place or
places so designated by the Collateral Agent, in which event such Pledgor shall
at its own expense: (A) forthwith cause the same to be moved to the place
or places designated by the Collateral Agent and therewith delivered to the
Collateral Agent, (B) store and keep any Pledged Collateral so delivered to the
Collateral Agent at such place or places pending further action by the
Collateral Agent and (C) while the Pledged Collateral shall be so stored and
kept, provide such security and maintenance services as shall be necessary to
protect the same and to preserve and maintain them in good condition. Each
Pledgor’s obligation to deliver the Pledged Collateral as contemplated in this
 SECTION 7.1(iii) is of the essence hereof. Upon application to a court of equity having
jurisdiction, the Collateral Agent shall be entitled to a decree requiring
specific performance by any Pledgor of such obligation;


                    (iv)
Withdraw all moneys, securities and other property in any bank, financial
securities, deposit or other account of any Pledgor constituting Pledged
Collateral for application to the Secured Obligations as provided in SECTION
7.6 hereof;


                    (v)
Exercise any and all rights as beneficial and legal owner of the Pledged
Collateral, including, without limitation, perfecting assignment of any Pledged
Collateral; and


                    (vi)
Exercise all the rights and remedies of a secured party under the UCC, and the
Collateral Agent may also in its sole discretion, without notice except as
specified in SECTION 7.2 hereof, sell, assign or lease the Pledged Collateral or any part
thereof in one or more parcels at public or private sale, at any of the
Collateral Agent’s offices or elsewhere, as part of one or more going out of
business sales in the Collateral Agent’s own right or by one or more agents and
contractors, all as the Collateral Agent, in its sole discretion, may deem
commercially reasonable, for cash, on credit or for future delivery, and at
such price or prices and upon such other terms as the Collateral Agent may deem
commercially reasonable. Such sales may be adjourned from time to time with or
without notice. From and after the date on which the maturity of the
Obligations is accelerated (or deemed accelerated) and all


14





Commitments
are irrevocably terminated (or deemed terminated) in accordance with the Credit
Agreement, (a) the Collateral Agent shall have the right to conduct such sales
on any Pledgor’s premises and shall have the right to use any Pledgor’s
premises without charge for such sales for such time or times as the Collateral
Agent may see fit, and (b) the Collateral Agent and any agent or contractor, in
conjunction with any such sale, may augment the Inventory with other goods (all
of which other goods shall remain the sole property of the Collateral Agent or
such agent or contractor). Any amounts realized from the sale of such goods
which constitute augmentations to the Inventory (net of an allocable share of
the costs and expenses incurred in their disposition) shall be the sole
property of the Collateral Agent or such agent or contractor and neither any
Pledgor nor any Person claiming under or in right of any Pledgor shall have any
interest therein. The Collateral Agent or any other Credit Party or any of
their respective Affiliates may be the purchaser, lessee, assignee or recipient
of any or all of the Pledged Collateral at any such sale and shall be entitled,
for the purpose of bidding and making settlement or payment of the purchase
price for all or any portion of the Pledged Collateral sold, assigned or leased
at such sale, to use and apply any of the Secured Obligations owed to such
Person as a credit on account of the purchase price of any Pledged Collateral
payable by such Person at such sale. Each purchaser, assignee, lessee or
recipient at any such sale shall acquire the property sold, assigned or leased
absolutely free from any claim or right on the part of any Pledgor, and each
Pledgor hereby waives, to the fullest extent permitted by Law, all rights of
redemption, stay and/or appraisal which it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted.
The Collateral Agent shall not be obligated to make any sale of Pledged
Collateral regardless of notice of sale having been given. Each Pledgor hereby
waives, to the fullest extent permitted by Law, any claims against the
Collateral Agent arising by reason of the fact that the price at which any
Pledged Collateral may have been sold, assigned or leased at such a private
sale was less than the price which might have been obtained at a public sale,
even if the Collateral Agent accepts the first offer received and does not offer
such Pledged Collateral to more than one offeree.


                    SECTION
7.2. Notice of Sale. Each Pledgor acknowledges and agrees
that, to the extent notice of sale or other disposition of Pledged Collateral
shall be required by applicable Law and unless the Pledged Collateral is
perishable or threatens to decline speedily in value, or is of a type
customarily sold on a recognized market (in which event the Collateral Agent
shall provide such Pledgor such advance notice as may be practicable under the
circumstances), ten (10) days’ prior notice to such Pledgor of the time and
place of any public sale or of the time after which any private sale or other
intended disposition is to take place shall be commercially reasonable
notification of such matters. No notification need be given to any Pledgor if
it has signed, after the occurrence and during the continuance of an Event of
Default, a statement renouncing or modifying (as permitted under Law) any right
to notification of sale or other intended disposition.


                    SECTION
7.3. Waiver of Notice and Claims. Each Pledgor hereby
waives, to the fullest extent permitted by applicable Law, notice or judicial
hearing in connection with the Collateral Agent’s taking possession or the Collateral
Agent’s disposition of any of the Pledged Collateral pursuant to this Agreement
or the Credit Agreement, including, without limitation, any


15





and all prior
notice and hearing for any prejudgment remedy or remedies and any such right
which such Pledgor would otherwise have under Law, and each Pledgor hereby
further waives, to the fullest extent permitted by applicable Law: (i) all
damages occasioned by such taking of possession, (ii) all other
requirements as to the time, place and terms of sale or other requirements with
respect to the enforcement of the Collateral Agent’s rights hereunder and
(iii) all rights of redemption, appraisal, valuation, stay, extension or
moratorium now or hereafter in force under any applicable Law. The Collateral
Agent shall not be liable for any incorrect or improper payment made pursuant
to this Article VII in the absence of gross negligence or willful
misconduct. Any sale of, or the grant of options to purchase, or any other
realization upon, any Pledged Collateral shall operate to divest all right,
title, interest, claim and demand, either at law or in equity, of the
applicable Pledgor therein and thereto, and shall be a perpetual bar both at
law and in equity against such Pledgor and against any and all Persons claiming
or attempting to claim the Pledged Collateral so sold, optioned or realized
upon, or any part thereof, from, through or under such Pledgor.


                    SECTION
7.4. Insolvency Proceedings.


          In
any action or proceeding with respect to any Pledgor under any Debtor Relief
Law, if the Obligations would be held or determined to be undersecured on
account of the amount of its liability with respect to Other Liabilities, then,
notwithstanding any other provision hereof to the contrary, the amount of such
Other Liabilities so secured shall be automatically limited and reduced to the
highest amount which results in the Obligations being fully secured (as defined
in Section 506 of the Bankruptcy Code of the United States or other applicable
Debtor Relief Laws). Nothing contained herein shall limit the rights of any
provider of such Other Liabilities to assert its full claim and rights as an
unsecured creditor in any such insolvency proceeding or for the Credit Parties
to make an election under Section 1111(b) of the Bankruptcy Code of the United
States, as applicable.


                    SECTION
7.5. No Waiver; Cumulative Remedies.


                    (i)
No failure on the part of the Collateral Agent to exercise, no course of
dealing with respect to, and no delay on the part of the Collateral Agent in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, power or
remedy hereunder preclude any other or further exercise thereof or the exercise
of any other right, power or remedy; nor shall the Collateral Agent be required
to look first to, enforce or exhaust any other security, collateral or
guaranties. The remedies herein provided are cumulative and are not exclusive
of any remedies provided by law.


                    (ii)
In the event that the Collateral Agent shall have instituted any proceeding to
enforce any right, power or remedy under this Agreement by foreclosure, sale,
entry or otherwise, and such proceeding shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the
Collateral Agent, then and in every such case, the Pledgors, the Collateral
Agent and each other Credit Party shall be restored to their respective former
positions and rights hereunder with respect to the Pledged Collateral, and all
rights,


16





remedies and
powers of the Collateral Agent and the other Credit Parties shall continue as
if no such proceeding had been instituted.


                    SECTION
7.6. Application of Proceeds. The proceeds received by the
Collateral Agent in respect of any sale of, collection from or other
realization upon all or any part of the Pledged Collateral pursuant to the
exercise by the Collateral Agent of its remedies shall be applied, together
with any other sums then held by the Collateral Agent pursuant to this
Agreement, in accordance with and as set forth in Section 8.03 of the Credit
Agreement.


ARTICLE VIII


MISCELLANEOUS


                    SECTION
8.1. Concerning Collateral Agent.


                    (i)
The Collateral Agent has been appointed as collateral agent pursuant to the
Credit Agreement. The actions of the Collateral Agent hereunder are subject to the
provisions of the Credit Agreement. The Collateral Agent shall have the right
hereunder to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking action (including,
without limitation, the release or substitution of the Pledged Collateral), in
accordance with this Agreement and the Credit Agreement. The Collateral Agent
may employ agents and attorneys-in-fact in connection herewith and shall not be
liable for the negligence or misconduct of any such agents or attorneys-in-fact
selected by it in good faith. The Collateral Agent may resign and a successor
Collateral Agent may be appointed in the manner provided in the Credit
Agreement. Upon the acceptance of any appointment as the Collateral Agent by a
successor Collateral Agent, that successor Collateral Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Collateral Agent under this Agreement, and the retiring
Collateral Agent shall thereupon be discharged from its duties and obligations
under this Agreement. After any retiring Collateral Agent’s resignation, the
provisions hereof shall inure to its benefit as to any actions taken or omitted
to be taken by it under this Agreement while it was the Collateral Agent.


                    (ii)
The Collateral Agent shall be deemed to have exercised reasonable care in the
custody and preservation of the Pledged Collateral in its possession if such
Pledged Collateral is accorded treatment substantially equivalent to that which
the Collateral Agent, in its individual capacity, accords its own property
consisting of similar instruments or interests, it being understood that
neither the Collateral Agent nor any of the other Credit Parties shall have
responsibility for taking any necessary steps to preserve rights against any
Person with respect to any Pledged Collateral.


                    (iii)
The Collateral Agent shall be entitled to rely upon any written notice,
statement, certificate, order or other document or any telephone message
believed by it to be


17





genuine and
correct and to have been signed, sent or made by the proper Person, and, with
respect to all matters pertaining to this Agreement and its duties hereunder,
upon advice of counsel selected by it.


                    SECTION
8.2. Collateral Agent May Perform; Collateral Agent Appointed
Attorney-in-Fact. If any Pledgor shall fail to perform any covenants
contained in this Agreement or in the Credit Agreement after written notice
from the Collateral Agent (including, without limitation, such Pledgor’s
covenants to (i) pay the premiums in respect of all required insurance policies
hereunder, (ii) pay Claims, (iii) make repairs, (iv) discharge Liens or (v) pay
or perform any obligations of such Pledgor under any Pledged Collateral) or if
any warranty on the part of any Pledgor contained herein shall be breached
after written notice from the Collateral Agent, the Collateral Agent may (but
shall not be obligated to) do the same or cause it to be done or remedy any
such breach, and may expend funds for failure to perform such covenant; provided,
however, that Collateral Agent shall in no event be bound to inquire
into the validity of any tax, lien, imposition or other obligation which such
Pledgor fails to pay or perform as and when required hereby and which such
Pledgor does not contest in accordance with the provisions of the Credit
Agreement. Any and all amounts so expended by the Collateral Agent shall be
paid by the Pledgors in accordance with the provisions of Section 10.04 of the
Credit Agreement. Neither the provisions of this SECTION 8.2 nor any action taken by
Collateral Agent pursuant to the provisions of this SECTION 8.2 shall prevent any such
failure to observe any covenant contained in this Agreement nor any breach of
warranty from constituting an Event of Default. Each Pledgor hereby appoints
the Collateral Agent its attorney-in-fact, with full authority in the place and
stead of such Pledgor and in the name of such Pledgor, or otherwise, from time
to time after the occurrence and during the continuation of an Event of Default
in the Collateral Agent’s discretion to take any action and to execute any
instrument consistent with the terms of the Credit Agreement and the other
Security Documents which the Collateral Agent may deem necessary to accomplish
the purposes hereof. The foregoing grant of authority is a power of attorney
coupled with an interest and such appointment shall be irrevocable for the term
hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do
or cause to be done by virtue hereof.


                    SECTION
8.3. Continuing Security Interest; Assignment. This
Agreement shall create a continuing security interest in the Pledged Collateral
and shall (i) be binding upon the Pledgors, their respective successors
and assigns and (ii) inure, together with the rights and remedies of the
Collateral Agent hereunder, to the benefit of the Collateral Agent and the
other Credit Parties and each of their permitted respective successors,
transferees and assigns. No other Persons (including, without limitation, any
other creditor of any Pledgor) shall have any interest herein or any right or
benefit with respect hereto. Without limiting the generality of the foregoing
clause (ii), any Credit Party may assign or otherwise transfer any indebtedness
held by it secured by this Agreement to any other Person, and such other Person
shall thereupon become vested with all the benefits in respect thereof granted
to such Credit Party, herein or otherwise, subject however, to the provisions
of the Credit Agreement.


                    SECTION
8.4. Termination; Release.


18





                    (a)
This Agreement, the Lien in favor of the Collateral Agent (for the benefit of
itself and the other Credit Parties) and all other security interests granted
hereby shall terminate with respect to all Secured Obligations when (i) the
Commitments shall have expired or been terminated, (ii) the principal of and
interest on each Loan and all fees and other Secured Obligations (other than
the Other Liabilities) shall have been indefeasibly paid in full in cash, (iii)
all Letters of Credit (as such term is defined in the Credit Agreement) shall
have (A) expired or terminated and have been reduced to zero, (B) been Cash
Collateralized in accordance with the Credit Agreement, or (C) been supported
by another letter of credit in a manner satisfactory to the L/C Issuer and the
Administrative Agent, and (iv) all Unreimbursed Amounts shall have been paid in
full, provided, however, that in connection with the termination
of this Agreement, the Collateral Agent may require such indemnities as it
shall reasonably deem necessary or appropriate to protect the Credit Parties
against (x) loss on account of credits previously applied to the Secured
Obligations that may subsequently be reversed or revoked, and (y) any
obligations that may thereafter arise with respect to the Other Liabilities to
the extent not provided for thereunder.


                    (b)
A Pledgor shall automatically be released from its obligations hereunder and
the Lien in favor of the Collateral Agent (for the benefit of itself and the
other Credit Parties) on the Pledged Collateral of such Pledgor shall be
automatically released upon the consummation of any transaction not prohibited
by the Credit Agreement as a result of which such Pledgor ceases to be a
Subsidiary; provided that each Lender shall have consented to such
transaction (if and to the extent required by the Credit Agreement) and the
terms of such consent did not provide otherwise; provided further that
any release of Pledged Collateral or any Pledgor in the manner permitted by
this Agreement and the Credit Agreement shall not require the consent of
holders of Other Liabilities under such transactions.


                    (c)
Upon any Permitted Disposition by any Pledgor of any Pledged Collateral, or
upon the effectiveness of any written consent to the release of the security
interest granted hereby in any Pledged Collateral pursuant to Section 10.01
of the Credit Agreement, the security interest in such Pledged Collateral shall
be automatically released.


                    (d)
The Pledged Collateral shall be released from the Lien of this Agreement in
accordance with the provisions of this Agreement and the Credit Agreement. Upon
termination hereof or any release of Pledged Collateral in accordance with this
SECTION 8.4, the Collateral Agent shall, upon the request and at the sole cost
and expense of the Pledgors, assign, transfer and deliver to the Pledgors,
against receipt and without recourse to or warranty by the Collateral Agent
except as to the fact that the Collateral Agent has not encumbered the released
assets, such of the Pledged Collateral to be released (in the case of a release)
or all of the Pledged Collateral (in the case of termination of this Agreement)
as may be in possession of the Collateral Agent and as shall not have been sold
or otherwise applied pursuant to the terms hereof, and, with respect to any
other Pledged Collateral, proper documents and instruments (including UCC‐3
termination statements or releases) acknowledging the termination hereof or the
release of such Pledged Collateral, as the case may be.


19





                    (e)
The Collateral Agent shall have no liability whatsoever to any Credit Party as
the result of any release of Pledged Collateral by it as permitted (or which
the Collateral Agent in good faith believes to be permitted) by this SECTION
8.4.


                    SECTION
8.5. Modification in Writing. No amendment, modification,
supplement, termination or waiver of or to any provision hereof, nor consent to
any departure by any Pledgor therefrom, shall be effective unless the same
shall be made in accordance with the terms of the Credit Agreement. Any
amendment, modification or supplement of or to any provision hereof, any waiver
of any provision hereof and any consent to any departure by any Pledgor from
the terms of any provision hereof shall be effective only in the specific instance
and for the specific purpose for which made or given. Except where notice is
specifically required by this Agreement or any other document evidencing the
Secured Obligations, no notice to or demand on any Pledgor in any case shall
entitle any Pledgor to any other or further notice or demand in similar or
other circumstances.


                    SECTION
8.6. Notices. Unless otherwise provided herein or in the
Credit Agreement, any notice or other communication herein required or permitted
to be given shall be given in the manner and become effective as set forth in
the Credit Agreement, as to any Pledgor, addressed to it at the address of the
Borrower set forth in the Credit Agreement and as to the Collateral Agent,
addressed to it at the address set forth in the Credit Agreement, or in each
case at such other address as shall be designated by such party in a written
notice to the other parties hereto complying as to delivery with the terms of
this SECTION 8.6.


                    SECTION
8.7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (EXCEPT FOR
THE CONFLICT OF LAWS RULES THEREOF, BUT INCLUDING GENERAL OBLIGATIONS LAW
SECTIONS 5-1401 AND 5-1402).


                    SECTION
8.8. CONSENT TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF
JURY TRIAL. 


                    (a)
EACH PLEDGOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE
SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH
PLEDGOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF
ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK
STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH
FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE


20





ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY
RIGHT THAT THE COLLATERAL AGENT OR ANY OTHER CREDIT PARTY MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST ANY PLEDGOR OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


                    (b)
EACH PLEDGOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH
(A) OF THIS SECTION. EACH PLEDGOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


                    (c)
EACH PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED
FOR NOTICES IN SECTION 8.6. NOTHING IN THIS AGREEMENT WILL AFFECT THE
RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.


                    (d)
EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY AND WHETHER INITIATED BY OR AGAINST ANY SUCH
PERSON OR IN WHICH ANY SUCH PERSON IS JOINED AS A PARTY LITIGANT). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


                    SECTION
8.9. Severability. If any provision of this Agreement or
the other Loan Documents is held to be illegal, invalid or unenforceable, (a)
the legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to
replace the illegal, invalid or unenforceable provisions with valid provisions
the


21





economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


                    SECTION
8.10. Execution in Counterparts. This Agreement and any
amendments, waivers, consents or supplements hereto may be executed in any
number of counterparts and by different parties hereto in different
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy or other
electronic image scan transmission (e.g., “pdf” or “tiff” via email) shall be
as effective as delivery of a manually executed counterpart of this Agreement.


                    SECTION
8.11. No Credit for Payment of Taxes or Imposition. No
Pledgor shall be entitled to any credit against the principal, premium, if any,
or interest payable under the Credit Agreement, and no Pledgor shall be
entitled to any credit against any other sums which may become payable under
the terms thereof or hereof, by reason of the payment of any Tax on the Pledged
Collateral or any part thereof.


                    SECTION
8.12. No Claims Against Collateral Agent. Nothing
contained in this Agreement shall constitute any consent or request by the
Collateral Agent, express or implied, for the performance of any labor or
services or the furnishing of any materials or other property in respect of the
Pledged Collateral or any part thereof, nor as giving any Pledgor any right,
power or authority to contract for or permit the performance of any labor or
services or the furnishing of any materials or other property in such fashion
as would permit the making of any claim against the Collateral Agent in respect
thereof or any claim that any Lien based on the performance of such labor or
services or the furnishing of any such materials or other property is prior to
the Lien hereof.


                    SECTION
8.13. No Release. Nothing set forth in this Agreement
shall relieve any Pledgor from the performance of any term, covenant, condition
or agreement on such Pledgor’s part to be performed or observed under or in
respect of any of the Pledged Collateral or from any liability to any Person
under or in respect of any of the Pledged Collateral or shall impose any
obligation on the Collateral Agent or any other Credit Party to perform or
observe any such term, covenant, condition or agreement on such Pledgor’s part
to be so performed or observed or shall impose any liability on the Collateral
Agent or any other Credit Party for any act or omission on the part of such
Pledgor relating thereto or for any breach of any representation or warranty on
the part of such Pledgor contained in this Agreement, the Credit Agreement or
the other Loan Documents, or under or in respect of the Pledged Collateral or
made in connection herewith or therewith. The obligations of each Pledgor
contained in this SECTION 8.13 shall survive the termination hereof and the discharge of
such Pledgor’s other obligations under this Agreement, the Credit Agreement and
the other Loan Documents.


                    SECTION
8.14. Obligations Absolute. All obligations of each
Pledgor hereunder shall be absolute and unconditional irrespective of:


22









	
  

 	
  

 
	
  

 	
           (i)
 any bankruptcy, insolvency, reorganization, arrangement, readjustment,
 composition, liquidation or the like of any Pledgor;

 
	
  

 	
  

 
	
  

 	
           (ii)
 any lack of validity or enforceability of the Credit Agreement or any other
 Loan Document, or any other agreement or instrument relating thereto;

 
	
  

 	
  

 
	
  

 	
           (iii)
 any change in the time, manner or place of payment of, or in any other term
 of, all or any of the Secured Obligations, or any other amendment or waiver
 of or any consent to any departure from the Credit Agreement or any other
 Loan Document or any other agreement or instrument relating thereto;

 
	
  

 	
  

 
	
  

 	
           (iv)
 any pledge, exchange, release or non-perfection of any other collateral, or
 any release or amendment or waiver of or consent to any departure from any
 guarantee, for all or any of the Secured Obligations;

 
	
  

 	
  

 
	
  

 	
           (v)
 any exercise, non-exercise or waiver of any right, remedy, power or privilege
 under or in respect hereof, the Credit Agreement or any other Loan Document
 except as specifically set forth in a waiver granted pursuant to the
 provisions of SECTION 8.5 hereof; or

 
	
  

 	
  

 
	
  

 	
           (vi)
 any other circumstances which might otherwise constitute a defense available
 to, or a discharge of, any Pledgor (other than indefeasible payment in full
 in cash of Secured Obligations).

 


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


23






          IN
WITNESS WHEREOF, the Pledgors and the Collateral Agent have caused this
Agreement to be duly executed and delivered by their duly authorized officers
as of the date first above written.


	
  

 	
  

 	
  

 	
  

 
	
 PLEDGORS:

 	
 FOOT LOCKER, INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ John A. Maurer

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 John A. Maurer

 	
  

 
	
  

 	
 Title:

 	
 Vice President, Treasurer and Investor Relations

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 FOOT LOCKER RETAIL, INC.

 	
  

 
	
  

 	
 TEAM EDITION APPAREL, INC.

 	
  

 
	
  

 	
 FOOT LOCKER STORES, INC.

 	
  

 
	
  

 	
 FOOT LOCKER SPECIALTY, INC.

 	
  

 
	
  

 	
 ROBBY’S SPORTING GOODS, INC.

 	
  

 
	
  

 	
 FOOT LOCKER CORPORATE SERVICES, INC.

 	
  

 
	
  

 	
 FOOT LOCKER HOLDINGS, INC.

 	
  

 
	
  

 	
 FOOT LOCKER SOURCING, INC.

 	
  

 
	
  

 	
 FOOT LOCKER OPERATIONS, LLC

 	
  

 
	
  

 	
 FL RETAIL OPERATIONS LLC

 	
  

 
	
  

 	
 FL SPECIALTY OPERATIONS LLC

 	
  

 
	
  

 	
 FL EUROPE HOLDINGS, INC.

 	
  

 
	
  

 	
 FL CANADA HOLDINGS, INC.

 	
  

 
	
  

 	
 FOOT LOCKER ASIA, INC.

 	
  

 
	
  

 	
 FL CORPORATE NY, LLC

 	
  

 
	
  

 	
 FL RETAIL NY, LLC

 	
  

 
	
  

 	
 FL SPECIALTY NY, LLC

 	
  

 
	
  

 	
 FOOT LOCKER CARD SERVICES LLC

 	
  

 
	
  

 	
 as to each of the foregoing

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ John A. Maurer

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 John A. Maurer

 	
  

 
	
  

 	
 Title:

 	
 Vice President and Treasurer

 	
  

 


Signature Page to Amended and Restated
Security Agreement









	
  

 	
  

 	
  

 	
  

 
	
 COLLATERAL AGENT:

 	
 BANK OF AMERICA, N.A.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Christine Hutchinson

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Christine Hutchinson

 	
  

 
	
  

 	
 Title:

 	
 Director

 	
  

 


Signature Page to Amended and Restated
Security Agreement





SCHEDULE
I


Filings,
Registrations and Recordings


	
  

 	
  

 	
  

 
	
 Pledgor

 	
  

 	
 UCC Filing Office

 
	

 


 	
  

 	

 


 
	
 Foot Locker,
 Inc.

 	
  

 	
 New York

 
	
 Foot Locker
 Stores, Inc.

 	
  

 	
 Delaware

 
	
 Robby’s
 Sporting Goods, Inc.

 	
  

 	
 Florida

 
	
 Team Edition
 Apparel, Inc.

 	
  

 	
 Florida

 
	
 Foot Locker
 Corporate Services, Inc.

 	
  

 	
 Delaware

 
	
 Foot Locker
 Holdings, Inc.

 	
  

 	
 New York

 
	
 Foot Locker
 Retail, Inc.

 	
  

 	
 New York

 
	
 FL Retail
 Operations LLC

 	
  

 	
 New York

 
	
 FL Specialty
 Operations LLC

 	
  

 	
 New York

 
	
 Foot Locker
 Sourcing, Inc.

 	
  

 	
 Delaware

 
	
 Foot Locker
 Specialty, Inc.

 	
  

 	
 New York

 
	
 FL Europe
 Holdings, Inc.

 	
  

 	
 Delaware

 
	
 Foot Locker
 Operations, LLC

 	
  

 	
 Delaware

 
	
 FL Canada
 Holdings, Inc.

 	
  

 	
 Delaware

 
	
 Foot Locker
 Asia, Inc.

 	
  

 	
 Delaware

 
	
 FL Corporate
 NY, LLC

 	
  

 	
 Delaware

 
	
 FL Retail
 NY, LLC

 	
  

 	
 Delaware

 
	
 FL Specialty
 NY, LLC

 	
  

 	
 Delaware

 
	
 Foot Locker
 Card Services LLC

 	
  

 	
 Virginia

 









SCHEDULE
II


Instruments
and Tangible Chattel Paper


None.