Exhibit 10.2 


GUARANTY


          GUARANTY
(this “Guaranty”), dated as of March 20, 2009, by the undersigned (each
such Person, individually, a “Guarantor” and, collectively, the “Guarantors”)
executed in favor of (a) BANK OF AMERICA, N.A., as administrative agent (in
such capacity, the “Administrative Agent”) for its own benefit and the
benefit of the other Lenders (as defined below), (b) BANK OF AMERICA, N.A., as
collateral agent (in such capacity, the “Collateral Agent”, and together
with the Administrative Agent, individually, an “Agent”, and
collectively, the “Agents”)) for its own benefit and the benefit of the
other Credit Parties (as defined in the Credit Agreement referred to below),
and (c) the other Credit Parties to whom Obligations or Other Liabilities are
owing. All references herein to the “Credit Parties” shall refer solely to the
Agents and the other Credit Parties to whom Obligations or Other Liabilities
are owing.


WITNESSETH


          WHEREAS,
reference is made to that certain Credit Agreement, dated as of March 20, 2009
(as amended, restated, amended and restated, supplemented or otherwise modified
and in effect from time to time, the “Credit Agreement”), by, among
others, (i) Foot Locker, Inc., a New York corporation (the “Borrower”),
(ii) the Guarantors party thereto, (iii) the Lenders party thereto
(individually, a “Lender” and, collectively, the “Lenders”), (iv)
the Agents, and (v) Bank of America, N.A., as Swing Line Lender and L/C Issuer,
pursuant to which the Lenders have agreed to make Loans to the Borrower, and
the L/C Issuer has agreed to issue Letters of Credit for the account of the
Borrower, upon the terms and subject to the conditions specified in the Credit
Agreement. Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Credit Agreement.


          WHEREAS,
each Guarantor acknowledges that it is an integral part of a consolidated
enterprise and that it will receive direct and indirect benefits from the
availability of the credit facility provided for in the Credit Agreement, from
the making of the Loans by the Lenders, and the issuance of the Letters of
Credit by the L/C Issuer.


          WHEREAS,
the obligations of the Lenders to make Loans and of the L/C Issuer to issue
Letters of Credit are each conditioned upon, among other things, the execution
and delivery by the Guarantors of a guaranty in the form hereof. As
consideration therefor, and in order to induce the Lenders to make Loans and
the L/C Issuer to issue Letters of Credit, each Guarantor is willing to execute
this Guaranty.


          Accordingly,
the parties hereto agree as follows:


          SECTION
1. Guaranty. Each Guarantor irrevocably and unconditionally guaranties,
jointly with the other Guarantors and severally, as a primary obligor and not
merely as a surety, the due and punctual payment when due (whether at the
stated maturity, by required prepayment, by acceleration or otherwise) by the
Borrower of all Obligations and Other Liabilities (collectively, the “Guaranteed
Obligations”), including all such Guaranteed Obligations which shall become
due but for the operation of the Bankruptcy Code. Each Guarantor further agrees
that the Guaranteed Obligations may be extended or renewed, in whole or in
part, without notice to or further assent from it, and that it will remain
bound upon this Guaranty notwithstanding any extension or renewal of any
Guaranteed Obligation.


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          SECTION
2. Guaranteed Obligations Not Affected. To the fullest extent permitted
by applicable Law, each Guarantor waives presentment to, demand of payment
from, and protest to, any Loan Party of any of the Guaranteed Obligations, and
also waives notice of acceptance of this Guaranty, notice of protest for
nonpayment and all other notices of any kind. To the fullest extent permitted
by applicable Law, the obligations of each Guarantor hereunder shall not be
affected by (a) the failure of any Agent or any other Credit Party to
assert any claim or demand or to enforce or exercise any right or remedy
against any other Loan Party under the provisions of the Credit Agreement, any
other Loan Document or otherwise or against any other party with respect to any
of the Guaranteed Obligations, (b) any rescission, waiver, amendment or
modification of, or any release from, any of the terms or provisions of this
Guaranty, any other Loan Document or any other agreement, with respect to any
Loan Party or with respect to the Guaranteed Obligations, (c) the failure
to perfect any security interest in, or the release of, any of the Collateral
held by or on behalf of the Collateral Agent or any other Credit Party, or (d)
the lack of legal existence of any Loan Party or legal obligation to discharge
any of the Guaranteed Obligations by any Loan Party for any reason whatsoever,
including, without limitation, in any insolvency, bankruptcy or reorganization
of any Loan Party.


          SECTION
3. Security. Each Guarantor hereby acknowledges and agrees that the
Collateral Agent, on behalf of itself and each of the other Credit Parties may
(a) take and hold security for the payment of this Guaranty and the
Guaranteed Obligations and exchange, enforce, waive and release any such
security, (b) apply such security and direct the order or manner of sale
thereof as provided in the Credit Agreement and the other Security Documents,
and (c) release or substitute any one or more endorsees, the Borrower or
other Loan Parties, in each case without affecting or impairing in any way the
liability of any Guarantor hereunder.


          SECTION
4. Guaranty of Payment. Each Guarantor further agrees that this Guaranty
constitutes a guaranty of payment and performance when due of all Guaranteed
Obligations and not of collection and, to the fullest extent permitted by
applicable Law, waives any right to require that any resort be had by the
Collateral Agent or any other Credit Party to any of the Collateral or other
security held for payment of the Guaranteed Obligations or to any balance of
any deposit account or credit on the books of any Agent or any other Credit
Party in favor of any Loan Party or any other Person or to any other Guarantor
of all or part of the Guaranteed Obligations. Any payment required to be made
by any Guarantor hereunder may be required by any Agent or any other Credit
Party on any number of occasions and shall be payable to the Administrative
Agent, for the benefit of the Agents and the other Credit Parties, in the
manner provided in the Credit Agreement.


          SECTION
5. No Discharge or Diminishment of Guaranty. The obligations of each
Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason (other than the indefeasible payment
in full in cash of the Guaranteed Obligations and as otherwise provided in
SECTION 10 of this Guaranty), including any claim of waiver, release,
surrender, alteration or compromise of any of the Guaranteed Obligations, and
shall not be subject to any defense or set-off, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations or otherwise. Without limiting
the generality of the foregoing, the Guaranteed Obligations of each Guarantor
hereunder shall not be discharged or impaired or otherwise affected by the
failure of any Agent or any other Credit Party to assert any claim or demand or
to enforce any remedy under this 


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Guaranty, the
Credit Agreement, any other Loan Document or any other agreement, by any waiver
or modification of any provision of any thereof, by any default, failure or
delay, willful or otherwise, in the performance of any of the Guaranteed
Obligations, or by any other act or omission that may or might in any manner or
to any extent vary the risk of any Guarantor or that would otherwise operate as
a discharge of any Guarantor as a matter of law or equity (other than the
indefeasible payment in full in cash of the Guaranteed Obligations and as
otherwise provided in SECTION 10 of this Guaranty).


          SECTION
6. Defenses of Loan Parties Waived. To the fullest extent permitted by
applicable Law, each Guarantor waives any defense based on or arising out of
any defense of any Loan Party or the unenforceability of the Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of any Loan Party, other than the indefeasible payment in full
in cash of the Guaranteed Obligations. Each Guarantor hereby acknowledges that
the Agents and the other Credit Parties may, in accordance with the Loan
Documents, foreclose on any security held by one or more of them by one or more
judicial or nonjudicial sales, accept an assignment of any such security in
lieu of foreclosure, compromise or adjust any part of the Guaranteed
Obligations, make any other accommodation with any Loan Party, or exercise any
other right or remedy available to them against any Loan Party, without
affecting or impairing in any way the liability of each such Guarantor
hereunder except to the extent that the Guaranteed Obligations have been indefeasibly
paid in full in cash and the Aggregate Commitments have been terminated.
Pursuant to, and to the extent permitted by, applicable Law, each Guarantor
waives any defense arising out of any such election and waives any benefit of
and right to participate in any such foreclosure action, even though such
election operates, pursuant to applicable Law, to impair or to extinguish any
right of reimbursement, indemnity, contribution or subrogation or other right
or remedy of such Guarantor against any Loan Party, as the case may be, or any
security. Each Guarantor agrees that it shall not assert any claim in
competition with any Agent or any other Credit Party in respect of any payment
made hereunder in connection with any proceedings under any Debtor Relief Laws.



          SECTION
7. Agreement to Pay. In furtherance of the foregoing and not in
limitation of any other right that the Agents or any other Credit Party has at
law or in equity against any Guarantor by virtue hereof, upon the failure of
any Loan Party to pay any Guaranteed Obligation when and as the same shall
become due, whether at maturity, by acceleration, after notice of prepayment or
otherwise, each Guarantor hereby promises to and will forthwith pay, or cause
to be paid, to the Agents or such other Credit Party as designated thereby in
cash the amount of such unpaid Guaranteed Obligations. 


          SECTION
8. Limitation on Guaranty of Guaranteed Obligations. In any action or
proceeding with respect to any Guarantor involving any state corporate law, the
Bankruptcy Code of the United States or any other Debtor Relief Law, if the
obligations of such Guarantor under SECTION 1 hereof would otherwise be held or
determined to be void, invalid or unenforceable, or subordinated to the claims
of any other creditors, on account of the amount of its liability under said
SECTION 1, then, notwithstanding any other provision hereof to the contrary,
the amount of such liability shall, without any further action by such
Guarantor, any Credit Party, any Agent or any other Person, be automatically
limited and reduced to the highest amount which is valid and enforceable and
not subordinated to the claims of other creditors as determined in such action
or proceeding.


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          SECTION
9. Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of each Loan Party’s financial condition and assets,
and of all other circumstances bearing upon the risk of nonpayment of the
Guaranteed Obligations and the nature, scope and extent of the risks that such
Guarantor assumes and incurs hereunder, and agrees that none of the Agents or
the other Credit Parties will have any duty to advise any of the Guarantors of
information known to it or any of them regarding such circumstances or risks.


          SECTION
10. Termination; Release.


	
 

	
 


	
 

	
          (a)
 This Guaranty (a) shall terminate when (i) the Aggregate Commitments shall
 have expired or been terminated, (ii) the principal of and interest on each
 Loan and all fees and other Guaranteed Obligations (other than contingent
 indemnification obligations for which no claim has then been asserted) shall
 have been indefeasibly paid in full in cash, (iii) all Letters of Credit
 shall have (A) expired or terminated and have been reduced to zero, (B) been
 Cash Collateralized to the extent required by the Credit Agreement, or (C)
 been supported by another letter of credit in a manner reasonably
 satisfactory to the L/C Issuer and the Administrative Agent, and (iv) all L/C
 Obligations shall have been paid in full, and (b) shall continue to be
 effective or be reinstated, as the case may be, if at any time payment, or
 any part thereof, of any Guaranteed Obligation is rescinded or must otherwise
 be restored by any Credit Party or any Guarantor upon the bankruptcy or reorganization
 of any Loan Party or otherwise. 


	
 

	
 


	
 

	
          (b)
 A Guarantor shall automatically be released from its obligations hereunder
 upon the consummation of any transaction not prohibited by the Credit
 Agreement as a result of which such Guarantor ceases to be a Subsidiary; provided
 that each Lender that is required to consent to such transaction pursuant to
 the Credit Agreement has consented to such transaction. The Collateral Agent
 will, at such Guarantor’s expense, execute and deliver to such Guarantor such
 documents as such Guarantor may reasonably request to release such Guarantor
 from its obligations under this Agreement and each other applicable Loan
 Document, in each case in accordance with the terms of the Loan Documents
 (including, without limitation, Section 9.10 of the Credit Agreement).





          SECTION
11. Binding Effect; Assignments. Whenever in this Guaranty, any Guarantor
is referred to, such reference shall be deemed to include the successors and
assigns of such Guarantor, and all covenants, promises and agreements by or on
behalf of such Guarantor that are contained in this Guaranty shall bind and
inure to the benefit of such Guarantor and its successors and assigns. This
Guaranty shall be binding upon each Guarantor and its successors and assigns,
and shall inure to the benefit of the Agents and the other Credit Parties, and
their respective successors and assigns, except that no Guarantor shall have
the right to assign or transfer its rights or obligations hereunder or any
interest herein (and any such attempted assignment or transfer shall be void),
except as expressly permitted by this Guaranty or the Credit Agreement. This
Guaranty shall be construed as a separate agreement with respect to each
Guarantor and may be amended, restated, amended and restated, supplemented,
modified, waived or released with respect to any Guarantor without the approval
of any other Guarantor and without affecting the obligations of any other
Guarantor hereunder.


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          SECTION
12. Waivers; Amendment.


	
 

	
 


	
 

	
          (a)
 The rights, remedies, powers, privileges, and discretions of the Agents
 hereunder and under applicable Law (herein, the “Agents’ Rights and
 Remedies”) shall be cumulative and not exclusive of any rights or
 remedies which they would otherwise have. No delay or omission by the Agents
 in exercising or enforcing any of the Agents’ Rights and Remedies shall
 operate as, or constitute, a waiver thereof. No waiver by the Agents of any
 Event of Default or of any default under any other agreement shall operate as
 a waiver of any other default hereunder or under any other agreement. No
 single or partial exercise of any of the Agents’ Rights or Remedies, and no
 express or implied agreement or transaction of whatever nature entered into
 between the Agents and any Person, at any time, shall preclude the other or
 further exercise of the Agents’ Rights and Remedies. No waiver by the Agents
 of any of the Agents’ Rights and Remedies on any one occasion shall be deemed
 a waiver on any subsequent occasion, nor shall it be deemed a continuing
 waiver. The Agents’ Rights and Remedies may be exercised at such time or
 times and in such order of preference as the Agents may determine. The
 Agents’ Rights and Remedies may be exercised without resort or regard to any
 other source of satisfaction of the Guaranteed Obligations. No waiver of any
 provisions of this Guaranty or any other Loan Document or consent to any
 departure by any Guarantor therefrom shall in any event be effective unless
 the same shall be permitted by paragraph (b) below, and then such waiver
 or consent shall be effective only in the specific instance and for the
 purpose for which given. No notice to or demand on any Guarantor in any case
 shall entitle such Guarantor or any other Guarantor to any other or further
 notice or demand in the same, similar or other circumstances.


	
 

	
 


	
 

	
          (b)
 Neither this Guaranty nor any provision hereof may be waived, amended or
 modified except pursuant to a written agreement entered into in accordance
 with Section 10.01 of the Credit Agreement.





          SECTION
13. Governing Law. THIS GUARANTY 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
14. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein or in the Credit Agreement) be in writing
and given as provided in Section 10.02 of the Credit Agreement, provided
that communications and notices to the Guarantors may be delivered to
the Borrower on behalf of each of the Guarantors.


          SECTION
15. Survival of Agreement; Severability.


	
 

	
 


	
 

	
          (a)
 This Guaranty and all covenants, agreements, indemnities, representations and
 warranties made by the Guarantors herein and in the certificates or other
 instruments delivered in connection with or pursuant to this Guaranty, the
 Credit Agreement or any other Loan Document (a) shall be considered to have
 been relied upon by the Agents and the other Credit Parties, (b) shall
 survive the execution and delivery of this Guaranty, the Credit Agreement and
 the other Loan Documents and the making of any Loans by the Lenders and the
 issuance of any Letters of Credit by the L/C Issuer, regardless of any
 investigation made by any Agent or any other Credit Party or on their behalf
 and 





-5-






	
 

	
 


	
 

	
notwithstanding
 that the Administrative Agent or such other Credit Party may have had notice
 or knowledge of any Default or Event of Default or incorrect representation
 or warranty at the time any credit is extended, (c) shall continue in full
 force and effect until such time as this Guaranty has been terminated or,
 with respect to any Guarantor that has been released from its obligations
 hereunder in accordance with the terms of this Guaranty and the Credit
 Agreement, such time as such Guarantor has been so released, in each case in
 accordance with SECTION 10 hereof, and (d) shall be reinstated to the extent
 required by SECTION 10 hereof.


	
 

	
 


	
 

	
          (b)
 Any provision of this Guaranty held to be invalid, illegal or unenforceable
 in any jurisdiction shall, as to such jurisdiction, be ineffective to the
 extent of such invalidity, illegality or unenforceability without affecting
 the validity, legality and enforceability of the remaining provisions hereof,
 and the invalidity of a particular provision in a particular jurisdiction
 shall not invalidate such provision in any other jurisdiction. 





          SECTION
16. Counterparts. This Guaranty may be executed in 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. This Guaranty and the other Loan Documents
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof. Delivery of an
executed counterpart of a signature page to this Guaranty by facsimile or other
electronic transmission (e.g., a “pdf” or “tif” via e-mail) shall be as
effective as delivery of a manually executed counterpart of this Guaranty.


          SECTION
17. Rules of Interpretation. The rules of interpretation specified in
Section 1.02 through 1.06 of the Credit Agreement shall be applicable to
this Guaranty.


          SECTION
18. Jurisdiction; Waiver of Venue; Consent to Service of Process.


	
 

	
 


	
 

	
          (a)
 EACH OF THE GUARANTORS 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
 GUARANTY OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
 JUDGMENT, AND EACH OF THE GUARANTORS 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 GUARANTORS AGREES THAT
 A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY
 BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
 MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN
 DOCUMENT SHALL 





-6-






	
 

	
 


	
 

	
AFFECT ANY
 RIGHT THAT ANY CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR
 PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST ANY
 GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


	
 

	
 


	
 

	
          (b)
 EACH OF THE GUARANTORS 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 GUARANTY OR ANY OTHER LOAN DOCUMENT IN ANY COURT
 REFERRED TO IN PARAGRAPH (A) OF THIS SECTION. EACH OF THE GUARANTORS
 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 OF THE GUARANTORS IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE
 MANNER PROVIDED FOR NOTICES IN SECTION 14. NOTHING IN THIS GUARANTY WILL
 AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER
 PERMITTED BY LAW.





          SECTION
19. Waiver of Jury Trial. EACH GUARANTOR AND EACH CREDIT PARTY (BY ITS
ACCEPTANCE HEREOF) 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 GUARANTY
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR AND EACH
CREDIT PARTY (BY ITS ACCEPTANCE HEREOF) (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 HAS BEEN INDUCED TO ENTER INTO
(OR ACCEPT) THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.


[SIGNATURE PAGE FOLLOWS]


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          IN
WITNESS WHEREOF, each Guarantor has duly executed this Guaranty as of the day
and year first above written.


	
 

	
 

	
 


	
GUARANTORS:

	
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 Guaranty