SCHEDULE I


SCHEDULE I


Intercompany
Notes


NONE


 






SCHEDULE II


SCHEDULE II


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 III


SCHEDULE III


Stock Pledged by Foot Locker,
Inc.


	
 

	
 

	
 

	
 

	
 


	
Issuer

	
 

	
Number of Shares

	
 

	
Certificate Number


	


	
 

	


	
 

	



	
FLE CV Management, Inc.

	
 

	
130 - Class A Voting

	
 

	
Al


	
 

	
 

	
 

	
 

	
 


	
FLE CV Management, Inc.

	
 

	
800 - Class B Non-Voting

	
 

	
Bl





 






SCHEDULE IV


SCHEDULE IV


Instruments and Tangible Chattel Paper


NONE


 






EXHIBIT 1


[Form of]


SECURITIES PLEDGE AMENDMENT


          This
Securities Pledge Amendment, dated as of__________, is delivered pursuant
to SECTION 5.1 of that certain security agreement (as amended, amended and
restated, restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms
used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement),
dated as of March 20, 2009, made by (i) FOOT LOCKER, INC., a New York corporation (the “Borrower”), (ii)
THE GUARANTORS party thereto from
time to time (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) (in such
capacity and together with any successors in such capacity, the “Collateral Agent”). The undersigned
hereby agrees that this Securities Pledge Amendment may be attached to the Security Agreement and that the Pledged
Securities and/or Intercompany Notes
listed on this Securities Pledge Amendment shall be deemed to be and shall become part of the Pledged Collateral
and shall secure all Secured Obligations.


Signature Page to
Security Agreement






PLEDGED SECURITIES


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
PLEDGOR

	
 

	
ISSUER

	
 

	
CLASS

 OF STOCK

 OR

 INTERESTS

	
 

	
PAR

 VALUE

	
 

	
CERTIFICATE

 NO(S).

	
 

	
NUMBER
 OF

 SHARES

 OR

 INTERESTS

	
 

	
PERCENTAGE
 OF

 ALL ISSUED CAPITAL

 OR OTHER EQUITY

 INTERESTS OF ISSUER


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	






Exhibit 1 to Security Agreement






INTERCOMPANY NOTES


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
PLEDGOR

	
 

	
ISSUER

	
 

	
PRINCIPAL

 AMOUNT

	
 

	
DATE
 OF

 ISSUANCE

	
 

	
INTEREST

 RATE

	
 

	
MATURITY

 DATE


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	









	
 

	
 

	
 

	
 


	
 

	
[_______________________________________________],


	
 

	
as Pledgor


	
 

	
By:  

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
AGREED
 TO AND ACCEPTED:

	
 

	
 


	
 

	
 

	
 


	
BANK
 OF AMERICA, N.A., as Collateral Agent

	
 

	
 


	
 

	
 

	
 

	
 


	
By:  

	
 

	
 

	
 


	
 

	


	
 

	
 


	
 

	
Name:

	
 

	
 


	
 

	
Title:

	
 

	
 





Exhibit 1 to Security Agreement