SCHEDULE 1.01 


Schedule 1.01


Guarantors


	
 


	
Foot Locker
 Stores, Inc.


	
Robby’s
 Sporting Goods, Inc.


	
Team Edition
 Apparel, Inc.


	
Foot Locker
 Corporate Services, Inc.


	
Foot Locker
 Holdings, Inc.


	
Foot Locker
 Retail, Inc.


	
FL Retail
 Operations LLC


	
FL Specialty
 Operations LLC


	
Foot Locker
 Sourcing, Inc.


	
Foot Locker
 Specialty, Inc.


	
FL Europe
 Holdings, Inc.


	
Foot Locker
 Operations, LLC


	
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





 






SCHEDULE 1.02 


Schedule 1.02


Immaterial Subsidiaries


	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
 

	
State or Other

 Jurisdiction of Incorporation


	


	
 

	
 

	



	
Foot Locker China, Inc.

	
 

	
 

	
Delaware


	
FLE Management B.V.

	
 

	
 

	
Netherlands


	
Foot Locker Europe.com
 B.V.

	
 

	
 

	
Netherlands


	
Foot Locker Japan, Inc.

	
 

	
 

	
Delaware


	
Foot Locker Retail New
 York, Inc.

	
 

	
 

	
Delaware


	
Foot Locker Specialty New
 York, Inc.

	
 

	
 

	
Delaware


	
Foot Locker (Thailand)
 Co., Ltd.

	
 

	
 

	
Thailand


	
Foot Locker Realty Europe
 Limited

	
 

	
 

	
U.K.


	
Kids Mart, Inc.

	
 

	
 

	
Florida


	
Kids Mart, Inc.

	
 

	
 

	
Delaware


	
Little Folk Shop Inc.

	
 

	
 

	
Delaware


	
Randy River, Inc.

	
 

	
 

	
Delaware


	
Custom Cut, Inc.

	
 

	
 

	
Delaware


	
RX Place, Inc.

	
 

	
 

	
Delaware


	
Specialty Times, Inc.

	
 

	
 

	
Delaware


	
Venator Group
 Administration, Inc.

	
 

	
 

	
Delaware


	
AB Specialty, Inc.

	
 

	
 

	
Delaware


	
Barclay Park and Church
 Advertising Inc.

	
 

	
 

	
Delaware


	
Checklot Service Center,
 Inc.

	
 

	
 

	
Delaware


	
Frame Scene, Inc.

	
 

	
 

	
Delaware


	
Herald Square Stationers,
 Inc.

	
 

	
 

	
Delaware


	
Lamston 37-33/45
 Seventy-Fourth Street Corp.

	
 

	
 

	
New York


	
Lamston 69-73/5 Grand
 Avenue Corp.

	
 

	
 

	
New York


	
Lamston 1279 Third Avenue
 Corp.

	
 

	
 

	
New York


	
Red Grille of Hawaii, Inc.

	
 

	
 

	
Delaware


	
Red Grille of Louisiana,
 Inc.

	
 

	
 

	
Delaware


	
Trade Center Realty, Inc.

	
 

	
 

	
Delaware


	
Woolco Fashionwear Corp.

	
 

	
 

	
Delaware


	
Woolco Inc.

	
 

	
 

	
Delaware


	
233 Broadway, Inc.

	
 

	
 

	
New York


	
340 Supply Co.

	
 

	
 

	
Pennsylvania


	
Venator Group Franchises
 LLC

	
 

	
 

	
Delaware


	
Rosedale Accessory Lady,
 Inc.

	
 

	
 

	
Minnesota


	
Accessory Lady, Inc.

	
 

	
 

	
Texas


	
Atlanta Southlake
 Accessory Lady, Inc.

	
 

	
 

	
Georgia


	
Beachwood Accessory Lady,
 Inc.

	
 

	
 

	
Ohio


	
Brea Accessory Lady, Inc.

	
 

	
 

	
California


	
Bridgewater Commons
 Accessory Lady, Inc.

	
 

	
 

	
New Jersey


	
Buckland Hills Accessory
 Lady, Inc.

	
 

	
 

	
Connecticut


	
Cherry Hill Accessory
 Lady, Inc.

	
 

	
 

	
New Jersey


	
Chesterfield Accessory
 Lady, Inc.

	
 

	
 

	
Virginia


	
Chicago Accessory Lady,
 Inc.

	
 

	
 

	
Illinois


	
Copley Place Accessory
 Lady, Inc.

	
 

	
 

	
Massachusetts





 






	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
 

	
State or Other

 Jurisdiction of Incorporation


	


	
 

	
 

	



	
Colonie Center Accessory
 Lady, Inc.

	
 

	
 

	
New York


	
Crabtree Mall Accessory
 Lady, Inc.

	
 

	
 

	
North Carolina


	
Dadeland Center Accessory
 Lady, Inc.

	
 

	
 

	
Florida


	
Delamo Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Fashion Valley Accessory
 Lady, Inc.

	
 

	
 

	
California


	
Four Seasons Accessory
 Lady, Inc.

	
 

	
 

	
North Carolina


	
Fox Valley Accessory Lady,
 Inc.

	
 

	
 

	
Illinois


	
Garden State Accessory
 Lady, Inc.

	
 

	
 

	
New Jersey


	
The Gardens Accessory
 Lady, Inc.

	
 

	
 

	
Florida


	
Glendale Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Grand Avenue Accessory
 Lady, Inc.

	
 

	
 

	
Wisconsin


	
Hanes Mall Accessory Lady,
 Inc.

	
 

	
 

	
North Carolina


	
Hawthorne Center (IL.)
 Accessory Lady, Inc.

	
 

	
 

	
Illinois


	
Lakeside Accessory Lady,
 Inc.

	
 

	
 

	
Louisiana


	
Mainplace Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Mall Del Norte Accessory
 Lady, Inc.

	
 

	
 

	
Texas


	
McAllen Accessory Lady,
 Inc.

	
 

	
 

	
Texas


	
Penn Square Accessory
 Lady, Inc.

	
 

	
 

	
Oklahoma


	
Pentagon City Accessory
 Lady, Inc.

	
 

	
 

	
Virginia


	
Raceway Accessory Lady,
 Inc.

	
 

	
 

	
New Jersey


	
Randhurst Accessory Lady,
 Inc.

	
 

	
 

	
Illinois


	
Regency Square Accessory
 Lady, Inc.

	
 

	
 

	
Florida


	
Ridgedale Accessory Lady,
 Inc.

	
 

	
 

	
Minnesota


	
McLean Accessory Lady,
 Inc.

	
 

	
 

	
Virginia


	
Menlo Park Accessory Lady,
 Inc.

	
 

	
 

	
New Jersey


	
Montclair Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Montgomery Accessory Lady,
 Inc.

	
 

	
 

	
Maryland


	
Northbrook Accessory Lady,
 Inc.

	
 

	
 

	
Illinois


	
North County Fair
 Accessory Lady, Inc.

	
 

	
 

	
California


	
Northridge Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Oakbrook Center Accessory
 Lady, Inc.

	
 

	
 

	
Illinois


	
The Oaks Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Orlando Accessory Lady,
 Inc.

	
 

	
 

	
Florida


	
Paradise Valley Accessory
 Lady, Inc.

	
 

	
 

	
Arizona


	
Palm Beach Mall Accessory
 Lady, Inc.

	
 

	
 

	
Florida


	
Paramus Park Accessory Lady,
 Inc.

	
 

	
 

	
New Jersey


	
The Parks Accessory Lady,
 Inc.

	
 

	
 

	
Texas


	
Riverside Hackensack
 Accessory Lady, Inc.

	
 

	
 

	
New Jersey


	
Roosevelt Field Accessory
 Lady, Inc.

	
 

	
 

	
New York


	
Scottsdale Accessory Lady,
 Inc.

	
 

	
 

	
Arizona


	
Southdale Accessory Lady,
 Inc.

	
 

	
 

	
Minnesota


	
St. Louis Galleria
 Accessory Lady, Inc.

	
 

	
 

	
Missouri


	
Stoneridge Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Stonestown Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Sunrise Boulevard (Fla.)
 Accessory Lady, Inc.

	
 

	
 

	
Florida


	
Sunvalley Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Towson Accessory Lady,
 Inc.

	
 

	
 

	
Maryland


	
Tri-County Accessory Lady,
 Inc.

	
 

	
 

	
Ohio


	
Tysons Corner Accessory
 Lady, Inc.

	
 

	
 

	
Virginia





 






	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
 

	
State or Other

 Jurisdiction of Incorporation


	


	
 

	
 

	



	
Valley Fair Accessory
 Lady, Inc.

	
 

	
 

	
California


	
Willowbrook Accessory
 Lady, Inc.

	
 

	
 

	
New Jersey


	
Woodman Avenue Accessory
 Lady, Inc.

	
 

	
 

	
California


	
Armel, Inc.

	
 

	
 

	
Florida


	
Armel Acquisition, Inc.

	
 

	
 

	
Florida


	
Champs of Crossgates, Inc.

	
 

	
 

	
Florida


	
Champs of Holyoke, Inc.

	
 

	
 

	
Florida


	
Champs Sporting Goods of
 Esplanade, Inc.

	
 

	
 

	
Florida


	
Champs Sporting Goods,
 Inc.

	
 

	
 

	
Tennessee


	
Champs Sport Shops, Inc.
 of Maryville

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc.
 of Cutler Ridge

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc.
 of Broward

	
 

	
 

	
Florida


	
Champs Sport Shops of
 Daytona, Inc.

	
 

	
 

	
Florida


	
San Del of Jacksonville,
 Inc.

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc.
 of 163rd Street

	
 

	
 

	
Florida


	
San Del, Inc. of Atlanta

	
 

	
 

	
Florida


	
Champs Four Seasons, Inc.

	
 

	
 

	
North Carolina


	
Joe Chichelo, Inc.

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc.

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc. of
 Aventura

	
 

	
 

	
Florida


	
Champs Sporting Goods of
 N.C., Inc.

	
 

	
 

	
North Carolina


	
Champs Sport Shops, Inc.
 of Miami International

	
 

	
 

	
Florida


	
Champs Sporting Goods,
 Inc.

	
 

	
 

	
Louisiana


	
Champs Sport Shops, Inc.
 of Omni

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc.
 of Nashville

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc.
 of Houston

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc.
 of Fort Lauderdale

	
 

	
 

	
Florida


	
Sneakers Inc. of
 Greensboro

	
 

	
 

	
North Carolina


	
Sneakers Inc. of Knoxville

	
 

	
 

	
Tennessee


	
Sneakers Inc. of Daytona
 Beach

	
 

	
 

	
Florida


	
Champs of Maryland, Inc.

	
 

	
 

	
Florida


	
Champs of Virginia, Inc.

	
 

	
 

	
Florida


	
SneaKee Feet of Maryland,
 Inc.

	
 

	
 

	
Florida


	
SneaKee Feet of Montgomery
 Village, Inc.

	
 

	
 

	
Florida


	
SneaKee Feet of North
 Carolina, Inc.

	
 

	
 

	
Florida


	
Runner-Up of Orlando, Inc.

	
 

	
 

	
Florida


	
SneaKee Feet of Tampa,
 Inc.

	
 

	
 

	
Florida


	
SneaKee Feet, Inc.

	
 

	
 

	
Florida


	
Champs of Missouri, Inc.

	
 

	
 

	
Missouri


	
Champs Sport Shops of
 Maryland, Inc.

	
 

	
 

	
Maryland


	
Champs of Connecticut,
 Inc.

	
 

	
 

	
Connecticut


	
Champs Sport Shops of
 Massachusetts, Inc.

	
 

	
 

	
Massachusetts


	
Champs of Georgia, Inc.

	
 

	
 

	
Georgia


	
Champs of New Jersey, Inc.

	
 

	
 

	
New Jersey


	
Champs of Oklahoma, Inc.

	
 

	
 

	
Oklahoma


	
Champs of Tennessee, Inc.

	
 

	
 

	
Tennessee


	
SneaKee Feet of Washington
 Outlet Mall, Inc.

	
 

	
 

	
Florida


	
Foot Locker Atlantic City,
 LLC

	
 

	
 

	
Delaware


	
Menlo Trading Company

	
 

	
 

	
California





 






	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
 

	
State or Other

 Jurisdiction of Incorporation


	


	
 

	
 

	



	
Athletic Shoe Factory,
 Inc.

	
 

	
 

	
California


	
Janess Properties, Inc.

	
 

	
 

	
Delaware


	
Foot Locker Investments
 LLC

	
 

	
 

	
Delaware


	
Kinney Trading Corp.

	
 

	
 

	
New York


	
SFMB Specialty Corporation

	
 

	
 

	
California


	
Foot Locker Realty
 Corporation

	
 

	
 

	
New York


	
Foot Locker Pacific
 Holdings, Inc.

	
 

	
 

	
Delaware


	
Woolworth Holding S. de
 R.L. de C.V.

	
 

	
 

	
Mexico


	
Foot Locker de Mexico,
 S.A. de C.V.

	
 

	
 

	
Mexico


	
Distribuidora Foot Locker
 S.A. de C.V.

	
 

	
 

	
Mexico


	
3093459 Nova Scotia
 Limited

	
 

	
 

	
Nova Scotia


	
Foot Locker Europe CV LP,
 LLC

	
 

	
 

	
Delaware


	
FLE CV GP, LLC

	
 

	
 

	
Delaware


	
Venator Group Sourcing
 Taiwan LLC

	
 

	
 

	
Delaware


	
FL Corporate NY LLC

	
 

	
 

	
New York


	
Foot Locker Germany
 Management GmbH

	
 

	
 

	
Germany


	
Foot Locker (Shoes) Ltd.

	
 

	
 

	
Ireland


	
Foot Locker Istanbul
 Sports Wear Industry and Commerce LLP

	
 

	
 

	
Turkey


	
Foot Locker Dominican
 Republic, LLC

	
 

	
 

	
Delaware





 






SCHEDULE 2.01 


Schedule 2.01


Commitments and Applicable Percentages


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Lender

	
 

	
Commitment

	
 

	
Applicable

 Percentage

	
 


	


	
 

	


	
 

	


	
 


	
Bank of America, N.A.

	
 

	
$

	
55,000,000.00

	
 

	
27.5000

	
%

	
 


	
JPMorgan Chase Bank, N.A.

	
 

	
$

	
37,500,000.00

	
 

	
18.7500

	
%

	
 


	
Wells Fargo Retail Finance, LLC

	
 

	
$

	
37,500,000.00

	
 

	
18.7500

	
%

	
 


	
U.S. Bank National Association

	
 

	
$

	
30,000,000.00

	
 

	
15.0000

	
%

	
 


	
Capital One Leverage Finance Corp.

	
 

	
$

	
25,000,000.00

	
 

	
12.5000

	
%

	
 


	
HSBC Business Credit (USA) Inc.

	
 

	
$

	
15,000,000.00

	
 

	
7.5000

	
%

	
 


	
TOTAL

	
 

	
$

	
200,000,000.00

	
 

	
100.0000

	
%

	
 





 






	
 

	
 


	
SCHEDULE 4.01


	
 


	
Schedule 4.01


	
 


	
Security Documents and other Loan Documents


	
 


	
Security
 Documents


	
 

	
 


	
1)

	
Security
 Agreement by and among the Collateral Agent and the Loan Parties (as Pledgors
 thereunder), together with all schedules and exhibits annexed thereto 


	
 

	
 


	
2)

	
Pledged
 Securities (as defined in the Security Agreement) listed in Schedule III of
 the Security Agreement, accompanied by instruments of transfer duly executed
 in blank 


	
 

	
 


	
3)

	
Instruments
 listed in Schedule IV of the Security Agreement, accompanied by instruments
 of transfer or assignment duly executed in blank 


	
 

	
 


	
Other Loan
 Documents 


	
 

	
 


	
1)

	
Facility
 Guaranty 


	
 

	
 


	
2)

	
Due
 Diligence Certificate (as defined in the Security Agreement), together with
 all schedules annexed thereto 


	
 

	
 


	
3)

	
That certain
 Post-Closing Letter by and among the Administrative Agent and the Loan
 Parties, together with all exhibits annexed thereto 





 






SCHEDULE 5.01 


Schedule 5.01


Loan Parties Organizational Information


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
Type of

 Organization

	
 

	
Jurisdiction of

 Organization/

 Formation

	
 

	
Organizational

 Identification

 Number

	
 

	
Federal

 Taxpayer

 Identification

 Number


	


	
 

	


	
 

	


	
 

	


	
 

	



	
Foot Locker, Inc.

	
 

	
corporation

	
 

	
New
 York

	
 

	
not
 issued

	
 

	
13-3513936


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Stores, Inc.

	
 

	
corporation

	
 

	
Delaware

	
 

	
2203435

	
 

	
13-3533483


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Robby’s Sporting Goods,
 Inc.

	
 

	
corporation

	
 

	
Florida

	
 

	
492970

	
 

	
59-1641036


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Team Edition Apparel, Inc.

	
 

	
corporation

	
 

	
Florida

	
 

	
324141

	
 

	
59-1202727


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Corporate
 Services, Inc.

	
 

	
corporation

	
 

	
Delaware

	
 

	
0861249

	
 

	
22-2223346


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Holdings, Inc.

	
 

	
corporation

	
 

	
New
 York

	
 

	
not
 issued

	
 

	
13-2630755


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Retail, Inc.

	
 

	
corporation

	
 

	
New
 York

	
 

	
not
 issued

	
 

	
13-1988404


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
FL Retail Operations LLC

	
 

	
limited
 liability company

	
 

	
New
 York

	
 

	
not
 issued

	
 

	
20-0991785


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
FL Specialty Operations
 LLC

	
 

	
limited
 liability company

	
 

	
New
 York

	
 

	
not
 issued

	
 

	
20-0991731


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Sourcing, Inc.

	
 

	
corporation

	
 

	
Delaware

	
 

	
0837376

	
 

	
13-2936366


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Specialty,
 Inc.

	
 

	
corporation

	
 

	
New
 York

	
 

	
not
 issued

	
 

	
13-5493340


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
FL Europe Holdings, Inc.

	
 

	
corporation

	
 

	
Delaware

	
 

	
3587453

	
 

	
57-1161169


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Operations,
 LLC

	
 

	
limited
 liability company

	
 

	
Delaware

	
 

	
3365517

	
 

	
81-0584311


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
FL Canada Holdings, Inc.

	
 

	
corporation

	
 

	
Delaware

	
 

	
3469381

	
 

	
16-1625677


	
 





 






	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
Type of

 Organization

	
 

	
Jurisdiction of

 Organization/

 Formation

	
 

	
Organizational

 Identification

 Number

	
 

	
Federal

 Taxpayer

 Identification

 Number


	


	
 

	


	
 

	


	
 

	


	
 

	



	
Foot Locker Asia, Inc.

	
 

	
corporation

	
 

	
Delaware

	
 

	
2354272

	
 

	
13-3741700


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
FL Corporate NY, LLC

	
 

	
limited
 liability company

	
 

	
Delaware

	
 

	
3702777

	
 

	
20-0214890


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
FL Retail NY, LLC

	
 

	
limited
 liability company

	
 

	
Delaware

	
 

	
3702776

	
 

	
20-0214844


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
FL Specialty NY, LLC

	
 

	
limited
 liability company

	
 

	
Delaware

	
 

	
3702775

	
 

	
20-0214872


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Card Services
 LLC

	
 

	
limited
 liability company

	
 

	
Virginia

	
 

	
S131151-5

	
 

	
20-2247388





 






SCHEDULE 5.05 


Schedule 5.05


Material Indebtedness


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
BONDS

	
 

	
 

	
 

	
 

	
 

	
 


	
 


	
Bonds
 Outstanding

	
 

	
Custodian
 Bank

	
 

	
Pay

	
 

	
Maturity


	


	
 

	


	
 

	


	
 

	



	
123,008,000

	
 

	
Bank of New
 York

	
 

	
8.50%

	
 

	
1/15/2022





 






SCHEDULE 5.06


Schedule 5.06


Litigation


NONE


 






SCHEDULE 5.08(b)(1)


Schedule 5.08(b)(1)


Owned Real Estate


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Owner

	
 

	
Division

	
 

	
Street Address, County,

 State of Owned Property

	
 

	
Subject to

 Mortgage or Liens


	


	
 

	


	
 

	


	
 

	



	
Team Edition

 Apparel, Inc.

	
 

	
Team Edition Apparel

	
 

	
4208 19th
 Street Ct. East

 Bradenton, FL 34208

	
 

	
None


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Robby’s

 Sporting Goods, Inc.

	
 

	
Champs Sports

 HQ/Facility Services

	
 

	
311 Manatee Avenue West

 Bradenton, FL 34205

	
 

	
Mortgage with Bank of
 America


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker

 Specialty, Inc.

	
 

	
Junction City Service
 Center

	
 

	
3810 US Hwy 77 South

 Junction City, KS 66441

	
 

	
None


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Specialty, Inc. & Foot
 Locker Corporate Services, Inc.

	
 

	
Camphill Service Center

	
 

	
3543 Simpson Ferry Road

 Camp Hill, PA 17011

	
 

	
Mortgage with Bank of
 America


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker

	
 

	
Former FWW #30004

	
 

	
211-213 South State Street

	
 

	
None


	
Specialty, Inc.

	
 

	
 

	
 

	
Chicago, IL 60604

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker

 Specialty, Inc.

	
 

	
Former FWW #31127

	
 

	
38 W. Flagler St

 1⁄2 Interest 42-44 E. Flagler St.

 41-43 SE 1st Street

 Miami, FL 33131

	
 

	
Mortgage with Bank of
 America


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker

 Retail, Inc.

	
 

	
Former Kinney #5297

	
 

	
G-6141 N. Saginaw Road

 Mt. Morris, MI 48458

	
 

	
None


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker

 Retail, Inc.

	
 

	
Former Kinney Factory

 (Johnson Bally Shoe Plant)

	
 

	
350 Wiconisco St.

 Millersburg, PA 17061

	
 

	
None


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Previously
 sold under installment sale contract. Pending transfer of title Q1 2009.

	
 

	
 





 






SCHEDULE 5.08(b)(2)


Schedule 5.08(b)(2)


Leased Real Estate


Confidential Treatment Requested by Foot
Locker, Inc. Pursuant to the Freedom of Information Act






SCHEDULE 5.09 


Schedule 5.09


Environmental Matters


NONE


 






SCHEDULE 5.10


Schedule 5.10


Insurance


Confidential Treatment Requested by Foot Locker, Inc. Pursuant to the
Freedom of Information Act






SCHEDULE 5.13 


SCHEDULE 5.13


Subsidiaries


	
 

	
 

	
 


	
Name 1

	
 

	
Jurisdiction
 of Incorporation


	


	
 

	



	
Foot Locker, Inc.

	
 

	
New York


	
FLE CV Management, Inc.

	
 

	
Delaware


	
FLE CV GP, LLC

	
 

	
Delaware


	
Foot Locker Europe CV LP, LLC

	
 

	
Delaware


	
FLE C.V. 2

	
 

	
Netherlands


	
FL
 Finance (Europe) Limited

	
 

	
Ireland


	
Foot Locker Retail Ireland Limited

	
 

	
Ireland


	
Foot Locker (Shoes) Ltd.

	
 

	
Ireland


	
FL
 Finance Europe (US) Limited

	
 

	
Ireland


	
FLE
 Holdings BV

	
 

	
Netherlands


	
Foot Locker Greece Athletic Goods Ltd.

	
 

	
Greece


	
Foot Locker Europe B.V.

	
 

	
Netherlands


	
FL
 France Holdings S.A.S.

	
 

	
France


	
Foot
 Locker France S.A.S.

	
 

	
France


	
Foot
 Locker Austria GmbH

	
 

	
Austria


	
Foot
 Locker Belgium B.V.B.A.

	
 

	
Belgium


	
Foot
 Locker Czech Republic s.r.o.

	
 

	
Czech Republic


	
Foot
 Locker Denmark ApS

	
 

	
Denmark


	
Foot
 Locker - Artigos Desportivos e de Tempos Livres Lda.

	
 

	
Portugal


	
Foot
 Locker Europe.com B.V.

	
 

	
Netherlands


	
Foot
 Locker Scandinavia B.V.

	
 

	
Netherlands


	
Foot
 Locker Suisse SA

	
 

	
Switzerland


	
Foot
 Locker Hungary Kft

	
 

	
Hungary


	
FLE
 Management B.V.

	
 

	
Netherlands


	
Foot
 Locker Istanbul Sport Giyim Sanayi ve Ticaret LS

	
 

	
Turkey


	
Foot
 Locker U.K. Limited

	
 

	
U.K.


	
Freedom
 Sportsline Limited

	
 

	
U.K.


	
Foot
 Locker Realty Europe Limited

	
 

	
U.K.


	
Foot
 Locker Italy S.r.l.

	
 

	
Italy


	
Foot
 Locker Netherlands B.V.

	
 

	
Netherlands


	
Foot
 Locker Sweden AB

	
 

	
Sweden








	
 

	
 


	
1

	
The name of each subsidiary company is indented under
 the name of its parent company and, unless noted in a footnote, each such
 subsidiary is 100% owned by its parent. All subsidiaries wholly owned,
 directly or indirectly, by Foot Locker, Inc. are consolidated for accounting
 and financial reporting purposes. 


	
 

	
 


	
2

	
Dutch limited partnership. General partners are FLE
 CV Management, Inc. (99.5%) and FLE CV GP, LLC (0.25%). Limited partner is
 Foot Locker Europe CV LP, LLC (0.25%). 












SCHEDULE 5.13 


	
 

	
 

	
 


	
[Foot
 Locker, Inc. — (Cont.)]

	
 

	
 


	
 


	
Foot Locker Germany Holdings GmbH

	
 

	
Germany


	
Foot Locker Germany GmbH & Co. KG

	
 

	
Germany


	
Foot Locker Germany Management GmbH

	
 

	
Germany


	
Foot Locker Spain S.L.

	
 

	
Spain


	
Foot Locker Asia, Inc.

	
 

	
Delaware


	
Foot Locker (Thailand) Co., Ltd.

	
 

	
Thailand


	
Footlocker.com, Inc.

	
 

	
Delaware


	
Eastbay, Inc.

	
 

	
Wisconsin


	
FL Corporate NY, LLC

	
 

	
Delaware


	
Foot Locker Australia, Inc.

	
 

	
Delaware


	
Foot Locker China, Inc.

	
 

	
Delaware


	
Foot Locker Japan, Inc.

	
 

	
Delaware


	
Foot Locker New Zealand, Inc.

	
 

	
Delaware


	
Kids Mart, Inc.3

	
 

	
Florida


	
Kids Mart, Inc.

	
 

	
Delaware


	
Little Folk Shop Inc.

	
 

	
Delaware


	
Randy River, Inc.

	
 

	
Delaware


	
The Richman Brothers Company

	
 

	
Ohio


	
Custom Cut, Inc.

	
 

	
Delaware


	
RX Place, Inc.

	
 

	
Delaware


	
Specialty Times, Inc.

	
 

	
Delaware


	
Team Edition Apparel, Inc.

	
 

	
Florida


	
Venator Group Administration, Inc.

	
 

	
Delaware


	
Foot Locker Specialty, Inc.

	
 

	
New York


	
CCS Direct LLC

	
 

	
Wisconsin


	
AB Specialty, Inc.

	
 

	
Delaware


	
Barclay Park and Church Advertising
Inc.

	
 

	
Delaware


	
Checklot Service Center, Inc.

	
 

	
Delaware


	
Foot Locker Operations LLC

	
 

	
Delaware


	
FL Specialty NY, LLC

	
 

	
Delaware


	
FL Specialty Operations LLC

	
 

	
New York


	
Foot Locker Specialty New York, Inc.

	
 

	
Delaware


	
Frame Scene, Inc.

	
 

	
Delaware


	
Herald Square Stationers, Inc.

	
 

	
Delaware


	
Lamston 37-33/45 Seventy-Fourth Street
Corp.

	
 

	
New York


	
Lamston 69-73/5 Grand Avenue Corp.

	
 

	
New York


	
Lamston 1279 Third Avenue Corp.

	
 

	
New York








	
 

	
 


	
3

	
1 million shares of Series
 A Convertible Preferred Stock, par value $.001 per share, pursuant to a Stock
 Acquisition Agreement dated May 30, 1996.





19






SCHEDULE 5.13


	
 

	
 

	
 


	
[Foot Locker, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
[Foot
 Locker Specialty, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
Red Grille of Hawaii, Inc.

	
 

	
Delaware


	
Red Grille of Louisiana,
 Inc.

	
 

	
Delaware


	
Trade Center Realty, Inc.

	
 

	
Delaware


	
Woolco Fashionwear Corp.

	
 

	
Delaware


	
Woolco Inc.

	
 

	
Delaware


	
233 Broadway, Inc.

	
 

	
New
 York


	
340 Supply Co.

	
 

	
Pennsylvania


	
Venator Group Franchises
 LLC

	
 

	
Delaware


	
Rosedale Accessory Lady,
 Inc.

	
 

	
Minnesota


	
Accessory Lady, Inc.

	
 

	
Texas


	
Atlanta Southlake
 Accessory Lady, Inc.

	
 

	
Georgia


	
Beachwood Accessory Lady,
 Inc.

	
 

	
Ohio


	
Brea Accessory Lady, Inc.

	
 

	
California


	
Bridgewater Commons
 Accessory Lady, Inc.

	
 

	
New
 Jersey


	
Buckland Hills Accessory
 Lady, Inc.

	
 

	
Connecticut


	
Cherry Hill Accessory
 Lady, Inc.

	
 

	
New
 Jersey


	
Chesterfield Accessory
 Lady, Inc.

	
 

	
Virginia


	
Chicago Accessory Lady,
 Inc.

	
 

	
Illinois


	
Copley Place Accessory
 Lady, Inc.

	
 

	
Massachusetts


	
Colonie Center Accessory
 Lady, Inc.

	
 

	
New
 York


	
Crabtree Mall Accessory
 Lady, Inc.

	
 

	
North
 Carolina


	
Dadeland Center Accessory
 Lady, Inc.

	
 

	
Florida


	
Delamo Accessory Lady,
 Inc.

	
 

	
California


	
Fashion Valley Accessory
 Lady, Inc.

	
 

	
California


	
Four Seasons Accessory
 Lady, Inc.

	
 

	
North
 Carolina


	
Fox Valley Accessory Lady,
 Inc.

	
 

	
Illinois


	
Garden State Accessory
 Lady, Inc.

	
 

	
New
 Jersey


	
The Gardens Accessory
 Lady, Inc.

	
 

	
Florida


	
Glendale Accessory Lady,
 Inc.

	
 

	
California


	
Grand Avenue Accessory
 Lady, Inc.

	
 

	
Wisconsin


	
Hanes Mall Accessory Lady,
 Inc.

	
 

	
North
 Carolina


	
Hawthorne Center (IL.)
 Accessory Lady, Inc.

	
 

	
Illinois


	
Lakeside Accessory Lady,
 Inc.

	
 

	
Louisiana


	
Mainplace Accessory Lady,
 Inc.

	
 

	
California


	
Mall Del Norte Accessory
 Lady, Inc.

	
 

	
Texas


	
McAllen Accessory Lady,
 Inc.

	
 

	
Texas





20






SCHEDULE 5.13 


	
 

	
 

	
 


	
[Foot
 Locker, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
[Foot Locker Specialty, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
[Rosedale Accessory Lady, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
Penn Square Accessory Lady, Inc.

	
 

	
Oklahoma


	
Pentagon City Accessory Lady, Inc.

	
 

	
Virginia


	
Raceway Accessory Lady, Inc.

	
 

	
New Jersey


	
Randhurst Accessory Lady, Inc.

	
 

	
Illinois


	
Regency Square Accessory Lady, Inc.

	
 

	
Florida


	
Ridgedale Accessory Lady, Inc.

	
 

	
Minnesota


	
McLean Accessory Lady, Inc.

	
 

	
Virginia


	
Menlo Park Accessory Lady, Inc.

	
 

	
New Jersey


	
Montclair Accessory Lady, Inc.

	
 

	
California


	
Montgomery Accessory Lady, Inc.

	
 

	
Maryland


	
Northbrook Accessory Lady, Inc.

	
 

	
Illinois


	
North County Fair Accessory Lady, Inc.

	
 

	
California


	
Northridge Accessory Lady, Inc.

	
 

	
California


	
Oakbrook Center Accessory Lady, Inc.

	
 

	
Illinois


	
The Oaks Accessory Lady, Inc.

	
 

	
California


	
Orlando Accessory Lady, Inc.

	
 

	
Florida


	
Paradise Valley Accessory Lady, Inc.

	
 

	
Arizona


	
Palm Beach Mall Accessory Lady, Inc.

	
 

	
Florida


	
Paramus Park Accessory Lady, Inc.

	
 

	
New Jersey


	
The Parks Accessory Lady, Inc.

	
 

	
Texas


	
Riverside Hackensack Accessory Lady,
Inc.

	
 

	
New Jersey


	
Roosevelt Field Accessory Lady, Inc.

	
 

	
New York


	
Scottsdale Accessory Lady, Inc.

	
 

	
Arizona


	
Southdale Accessory Lady, Inc.

	
 

	
Minnesota


	
St. Louis Galleria Accessory Lady,
Inc.

	
 

	
Missouri


	
Stoneridge Accessory Lady, Inc.

	
 

	
California


	
Stonestown Accessory Lady, Inc.

	
 

	
California


	
Sunrise Boulevard (Fla.) Accessory Lady,
Inc.

	
 

	
Florida


	
Sunvalley Accessory Lady, Inc.

	
 

	
California


	
Towson Accessory Lady, Inc.

	
 

	
Maryland


	
Tri-County Accessory Lady, Inc.

	
 

	
Ohio


	
Tysons Corner Accessory Lady, Inc.

	
 

	
Virginia


	
Valley Fair Accessory Lady, Inc.

	
 

	
California


	
Willowbrook Accessory Lady, Inc.

	
 

	
New Jersey


	
Woodman Avenue Accessory Lady, Inc.

	
 

	
California





21






SCHEDULE 5.13 


	
 

	
 

	
 


	
[Foot
 Locker, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
Foot Locker Retail, Inc.

	
 

	
New York


	
Armel, Inc.

	
 

	
Florida


	
Armel Acquisition, Inc.

	
 

	
Florida


	
Champs
 of Crossgates, Inc.

	
 

	
Florida


	
Champs
 of Holyoke, Inc.

	
 

	
Florida


	
Champs
 Sporting Goods of Esplanade, Inc.

	
 

	
Florida


	
Champs
 Sporting Goods, Inc.

	
 

	
Tennessee


	
Champs
 Sport Shops, Inc. of Maryville

	
 

	
Florida


	
Champs
 Sport Shops, Inc. of Cutler Ridge

	
 

	
Florida


	
Champs
 Sport Shops, Inc. of Broward

	
 

	
Florida


	
Champs
 Sport Shops of Daytona, Inc.

	
 

	
Florida


	
San
 Del of Jacksonville, Inc.

	
 

	
Florida


	
Champs
 Sport Shops, Inc. of 163rd Street

	
 

	
Florida


	
San
 Del, Inc. of Atlanta

	
 

	
Florida


	
Champs
 Four Seasons, Inc.

	
 

	
North Carolina


	
Joe
 Chichelo, Inc.

	
 

	
Florida


	
Champs
 Sport Shops, Inc.

	
 

	
Florida


	
Champs
 Sport Shops, Inc. of Aventura

	
 

	
Florida


	
Champs
 Sporting Goods of N.C., Inc.

	
 

	
North Carolina


	
Champs
 Sport Shops, Inc. of Miami International

	
 

	
Florida


	
Champs
 Sporting Goods, Inc.

	
 

	
Louisiana


	
Champs
 Sport Shops, Inc. of Omni

	
 

	
Florida


	
Champs
 Sport Shops, Inc. of Nashville

	
 

	
Florida


	
Champs
 Sport Shops, Inc. of Houston

	
 

	
Florida


	
Champs
 Sport Shops, Inc. of Fort Lauderdale

	
 

	
Florida


	
Sneakers
 Inc. of Greensboro

	
 

	
North Carolina


	
Sneakers
 Inc. of Knoxville

	
 

	
Tennessee


	
Sneakers
 Inc. of Daytona Beach

	
 

	
Florida


	
Champs
 of Maryland, Inc.

	
 

	
Florida


	
Champs of Virginia, Inc.

	
 

	
Florida


	
SneaKee Feet of Maryland, Inc.

	
 

	
Florida


	
SneaKee Feet of Montgomery Village,
Inc.

	
 

	
Florida


	
SneaKee Feet of North Carolina, Inc.

	
 

	
Florida


	
Runner-Up of Orlando, Inc.

	
 

	
Florida


	
SneaKee Feet of Tampa, Inc.

	
 

	
Florida


	
SneaKee Feet, Inc.

	
 

	
Florida


	
Champs of Missouri, Inc.

	
 

	
Missouri


	
Champs Sport Shops of Maryland, Inc.

	
 

	
Maryland





22






SCHEDULE 5.13


	
 

	
 

	
 


	
[Foot
 Locker, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
[Foot Locker Retail, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
[Armel, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
Champs of Connecticut, Inc.

	
 

	
Connecticut


	
Champs Sport Shops of Massachusetts,
Inc.

	
 

	
Massachusetts


	
Champs of Georgia, Inc.

	
 

	
Georgia


	
Champs of New Jersey, Inc.

	
 

	
New Jersey


	
Champs of Oklahoma, Inc.

	
 

	
Oklahoma


	
Champs of Tennessee, Inc.

	
 

	
Tennessee


	
SneaKee Feet of Washington Outlet Mall,
Inc.

	
 

	
Florida


	
FL Retail Operations LLC

	
 

	
New York


	
Foot Locker Card Services LLC

	
 

	
Virginia


	
Foot Locker Retail New York, Inc.

	
 

	
Delaware


	
FL Europe Holdings, Inc.

	
 

	
Delaware


	
FL Retail NY, LLC

	
 

	
Delaware


	
Foot Locker Atlantic City, LLC

	
 

	
Delaware


	
Menlo Trading Company

	
 

	
California


	
Athletic Shoe Factory, Inc.

	
 

	
California


	
Foot Locker Stores, Inc.

	
 

	
Delaware


	
Janess Properties, Inc.

	
 

	
Delaware


	
Foot Locker Investments LLC

	
 

	
Delaware


	
Foot Locker Corporate Services, Inc.

	
 

	
Delaware


	
Kinney Trading Corp.

	
 

	
New York


	
Robby’s Sporting Goods, Inc.

	
 

	
Florida


	
SFMB Specialty Corporation

	
 

	
California


	
Foot Locker Realty, Inc.

	
 

	
New York


	
Foot Locker Dominican Republic, LLC

	
 

	
Delaware


	
Foot Locker Holdings, Inc.

	
 

	
New York


	
Retail Company of Germany, Inc.

	
 

	
Delaware


	
Foot Locker Canada Holdings Limited
Partnership4

	
 

	
Canada


	
FL Canada Holdings ULC

	
 

	
Canada


	
Foot
 Locker Canada Co.

	
 

	
Canada


	
3093459 Nova Scotia Limited

	
 

	
Canada


	
FL Canada Holdings, Inc.

	
 

	
Delaware








	
 

	
 


	
4

	
General Partner is Foot
 Locker Holdings, Inc.; Limited Partner is FL Canada Holdings, Inc.





23






SCHEDULE 5.13


	
 

	
 

	
 


	
[Foot
 Locker, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
[Foot Locker Holdings, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
Foot Locker Pacific Holdings, Inc.

	
 

	
Delaware


	
Woolworth Holding S. de R.L. de C.V.
5

	
 

	
Mexico


	
Foot Locker de Mexico, S.A. de C.V.
6

	
 

	
Mexico


	
Distribuidora Foot Locker S.A. de C.V.
7

	
 

	
Mexico


	
Foot Locker Sourcing, Inc.

	
 

	
Delaware


	
Venator Group Sourcing Taiwan LLC

	
 

	
Delaware








	
 

	
 


	
5

	
Liquidation and dissolution pending.


	
 

	
 


	
6

	
Liquidation and dissolution pending.


	
 

	
 


	
7

	
Liquidation and dissolution pending.





24






SCHEDULE 5.17 


Schedule 5.17


Intellectual Property Matters


NONE


26






SCHEDULE 5.18 


Schedule 5.18


Collective Bargaining Agreements


NONE


27






SCHEDULE 5.21(a) 


Schedule 5.21(a)


DDAs


Confidential Treatment Requested by Foot
Locker, Inc. Pursuant to the Freedom of Information Act






SCHEDULE 5.21(b) 


Schedule 5.21(b)


Credit Card Arrangements


Confidential Treatment Requested by Foot
Locker, Inc. Pursuant to the Freedom of Information Act






SCHEDULE 6.02 


Schedule 6.02


Financial and Collateral Reporting


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
DATE

	
 

	
(X)


	
 

	
 

	


	
 

	



	
Monthly
 (due on fifteenth day of each fiscal month)

	
____________

	
 

	
____________


	
•

	
 Borrowing Base Certificate (BBC) with the following backup:

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
Borrowing Base backup to be received w/ BBC:

	
 

	
 

	
 


	
•

	
Inventory Roll forward
 (Departmental Operating Statement – DOS)

	
____________

	
 

	
____________


	
•

	
Shrink (AFAD and Champs
 Combining Forms)

	
____________

	
 

	
____________


	
•

	
Consignment Summary (DOS
 and Gross Margin System)

	
____________

	
 

	
____________


	
•

	
Summary of RTV Inventory by
 Location (General Ledger Query)

	
____________

	
 

	
____________


	
•

	
Eligible Credit Card
 Receivables (AFAD and Champs Combining Forms)

	
____________

	
 

	
____________


	
•

	
Rent Reserve (Accounts
 Payable)

	
____________

	
 

	
____________


	
•

	
Gift Card Liability
 Analysis (Balance Sheet & First Data Report)

	
____________

	
 

	
____________


	
•

	
Layaway Activity Report
 (Accounts Receivable Sub ledger)

	
____________

	
 

	
____________


	
 

	
 

	
 

	
 

	
 


	
Monthly
 (within 30 days after fiscal month end if requested by Agent):

	
 

	
 

	
 


	
•

	
Monthly Financial Statements (Consolidated B/S, OR1, OR5, and the Cash
 Flow from 

 Report 135)

	
____________

	
 

	
____________


	
•

	
Officer’s Compliance
 Certificate

	
____________

	
 

	
____________


	
•

	
Adjusted Consolidated Fixed
 Charge Coverage Ratio Calculation

	
____________

	
 

	
____________


	
 

	
 

	
 

	
 

	
 


	
Quarterly
 (within 45 days after the end of first three fiscal quarters):

	
 

	
 

	
 


	
•

	
Form 10-Q

	
____________

	
 

	
____________


	
•

	
Officer’s Compliance
 Certificate

	
____________

	
 

	
____________


	
 

	
 

	
 

	
 

	
 


	
Annually
 (within 90 days after year end):

	
 

	
 

	
 


	
•

	
Audited Annual Financial
 Statements (Form 10-K)

	
____________

	
 

	
____________


	
•

	
Officer’s Compliance
 Certificate (with MD&A)

	
____________

	
 

	
____________


	
 

	
 

	
 

	
 

	
 


	
Annually
 (within 45 days after year end):

	
 

	
 

	
 


	
•

	
Upcoming Fiscal Year Budget
 and Projections (Quarterly I/S, B/S, CF, Availability model)

	
____________

	
 

	
____________








	
 

	
 

	
 


	
Mailed to:

	
 

	
Katie Hendricks


	
 

	
 

	
100 Federal Street


	
 

	
 

	
MA5-100-09-09


	
 

	
 

	
Boston, MA 02114


	
 

	
 

	
Tel: (617) 434-7443


	
 

	
 

	
Fax: (617) 434-4131


	
 

	
 

	
 


	
 

	
 

	
 





34






SCHEDULE 7.01 


Schedule 7.01


Existing Liens


NONE


35






SCHEDULE 7.02 


Schedule 7.02


Existing Investments

	 	* * *	 	 
	Issuer	Amount

	Other	 
	Northern Note, face value 	C$14,800,000



 

* * * Confidential Treatment Requested
    by Foot Locker, Inc. Pursuant to the Freedom of Information Act






SCHEDULE 7.03 


Schedule 7.03


Existing Indebtedness

	 	* * *	 	 	 	 
	Bonds	 	 	 	 
	Bonds outstanding
	Custodian Bank
	Pay
	Maturity
	 
	 	 	 	 	 
	123,008,000 
	Bank of New York
	8.50%
	1/15/2022
	 


 

* * * Confidential Treatment Requested by Foot
Locker, Inc. Pursuant to the Freedom of Information Act






SCHEDULE 10.02 


Schedule 10.02


Administrative Agent’s Office; Certain
Addresses for Notices


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Party

	
 

	
Address

	
 

	
Fax Number

	
 

	
Email

 Number

	
 

	
Telephone

 Number

	
 


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 


	
Foot Locker, Inc.

	
 

	
112 West 34th
 Street

 New York, NY 10120

	
 

	
(212) 720-4391

	
 

	
jmaurer@footlocker.com

	
 

	
(212) 720-4092

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Website:

	
 

	
with a copy to:

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
http://www.foot
 locker-inc.com/

	
 

	

Skadden, Arps, Slate, Meagher &

 Flom LLP

 Four Times Square

 New York, NY 10036

 Attn: Peter Neckles, Esq.

	
 

	
 

	
 

	

peter.neckles@skadden.com

	
 

	

(212) 735-3000

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Guarantors

	
 

	
112 West 34th
 Street

 New York, NY 10120

	
 

	
(212) 720-4391

	
 

	
jmaurer@footlocker.com

	
 

	
(212) 720-4092

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
with a copy to:

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Skadden, Arps, Slate,
 Meagher &

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Flom LLP

	
 

	
 

	
 

	
 

	
 

	
(212) 735-3000

	
 


	
 

	
 

	
Four Times Square

	
 

	
 

	
 

	
peter.neckles@skadden.com

	
 

	
 

	
 


	
 

	
 

	
New York, NY 10036

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Attn: Peter Neckles, Esq.

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Administrative Agent

	
 

	
Bank of America, N.A.

 100 Federal Street, 9th Floor

 Boston, Massachussetts 02110

 Attn: Christine Hutchinson

	
 

	
(617) 434-4339

	
 

	
Christine.hutchinson@bankofamerica.com

	
 

	
(617) 434-2385

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
with a copy to:

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Riemer & Braunstein
 LLP

 Three Center Plaza

 Boston, Massachusetts 02108

 Attention: David S. Berman, Esq.

	
 

	
(617) 692-3550

	
 

	
dberman@riemerlaw.com

	
 

	
(617) 523-9000

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Swing Line Lender

	
 

	
Bank of America, N.A.

 100 Federal Street, 9th Floor

 Boston, Massachussetts 02110

 Attn: Christine Hutchinson

	
 

	
(617) 434-4339

	
 

	
Christine.hutchinson@bankofa
 merica.com

	
 

	
(617) 434-2385

	
 





43






EXHIBIT
A


Form of Committed Loan Notice 


COMMITTED LOAN NOTICE


Date: ____________, ________


	
 

	
 


	
To:

	
Bank of America, N.A., as
 Administrative Agent 





Ladies
and Gentlemen:


          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, FOOT LOCKER, INC., a New York corporation (the “Borrower”), the
Guarantors from time to time party thereto (individually, a “Guarantor”
and, collectively, the “Guarantors”), the Lenders from time to time
party thereto (individually, a “Lender” and, collectively, the “Lenders”),
and BANK OF AMERICA, N.A., as Administrative
Agent, Collateral Agent, Swing Line Lender and L/C Issuer. Capitalized terms used
but not defined herein shall have the meanings set forth in the Credit
Agreement.


	
 

	
 

	
 


	
 

	
The
 Borrower hereby requests a Committed Borrowing1:


	
 

	
 

	
 


	
 

	
1.

	
On
 ____________________________________________ (a Business Day)2


	
 

	
 

	
 


	
 

	
2.

	
In
 the amount of $________________________3 


	
 

	
 

	
 


	
 

	
3.

	
Comprised
 of _________________________________ (Type of Committed Loan)4


	
 

	
 

	
 


	
 

	
4.

	
For
 LIBO Rate Loans: with an Interest Period of _______ months5








	
 


	




	
1          A
Committed Borrowing must be a borrowing, conversion or continuation
consisting of Committed Loans on a single
date of the same Type and, in the case of LIBO Rate Loans, having the same
Interest Period made by each of the Lenders pursuant to Section 2.01 of the Credit Agreement.  


	
 


	
2          Each
 notice of a Committed Borrowing must be received by the Administrative Agent
 not later than 11:00 a.m. (i) three Business Days
 prior to the requested date of any Borrowing of LIBO Rate Loans, and (ii) on
 the requested date of any Borrowing of Base Rate Loans. 


	
 


	
3          Each Borrowing of LIBO Rate
Loans must be in a principal amount of
 $1,000,000 or a whole multiple of $1,000,000
 in excess thereof.


	
 


	
4          Committed Loans may be either
Base Rate Loans or LIBO Rate Loans. If
 the Type of Committed Loan is not specified, then the
 applicable Committed Loans will be made as Base Rate Loans. 


	
 


	
5          The
 Borrower may request a Committed Borrowing of LIBO Rate Loans with an
 Interest Period of one, two, three or six months or, if available to
 all of the Lenders, nine or twelve months, as requested by the Borrower, 












          The
Borrower hereby represents and warrants that (a) the Committed Borrowing requested herein complies with the provisions of Section
2.02 of the Credit Agreement and (b) the conditions specified in Sections 4.02(a) and 4.02(b)
of the Credit Agreement have been satisfied
on and as of the date of the applicable Committed Borrowing.


	
 

	
 


	
 

	
FOOT LOCKER, INC., as Borrower


	
 

	
 


	
 

	
By:


	
 

	



	
 

	
Name:


	
 

	



	
 

	
Title:


	
 

	



	
 

	
 


	



	
and as
 further provided in the Credit Agreement. If no election of Interest Period
 is specified, then the Borrower will be deemed to have
 specified an Interest Period of one month.












EXHIBIT B


Form of Swing Line Loan Notice 


SWING LINE LOAN NOTICE


Date: ____________, ________


	
 

	
 


	
To:

	
Bank
 of America, N.A., as Swing Line Lender 


	
 

	
Bank
 of America, N.A., as Administrative Agent





Ladies
and Gentlemen:


          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, FOOT LOCKER, INC., a New York corporation
(the “Borrower”), the Guarantors from time to time party thereto (individually,
a “Guarantor” and, collectively, the “Guarantors”), the Lenders
from time to time party thereto (individually, a “Lender” and,
collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line
Lender and L/C Issuer. Capitalized terms used but not defined herein
shall have the meanings set forth in the Credit Agreement.


	
 

	
 

	
 


	
 

	
The Borrower hereby
 requests a Swing Line Borrowing:


	
 

	
 

	
 


	
 

	
1.

	
On
 __________________________ (a Business Day)1


	
 

	
 

	
 


	
 

	
2.

	
In
 the amount of $______________________
 2





          The
Borrower hereby represents and warrants that the Swing Line Borrowing requested
herein complies with the
provisions of Section 2.04 of the Credit Agreement.


	
 

	
 


	
 

	
FOOT LOCKER, INC., as
 Borrower


	
 

	
 


	
 

	
By:


	
 

	



	
 

	
Name:


	
 

	



	
 

	
Title:


	
 

	









	
 


	




	
1          Each notice of a Swing Line
Borrowing must be received by the Swing
 Line Lender and the Administrative Agent not later than 1:00
 p.m. on the requested date of any Swing Line Borrowing.


	
 


	
2          Each Swing
 Line Borrowing shall be in a minimum amount of $100,000.00.












EXHIBIT C-1


Form of Revolving Note


	
 

	
 


	



	
 

	
 


	
REVOLVING NOTE

	
 


	
 

	
 


	



	
 

	
 


	
$______________

	
___________, 2009





          FOR
VALUE RECEIVED, FOOT LOCKER, INC. (the “Borrower”) promises to pay to the order of
______________________ (hereinafter, with any subsequent holders, the “Lender”), c/o Bank of America,
N.A., 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, the principal sum of
__________________________ DOLLARS ($__________), or, if less, the aggregate
unpaid principal balance of Loans made by the Lender to or for the account of the Borrower pursuant to the 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) the Borrower, (ii)
the Guarantors from time to time party thereto (individually, a “Guarantor”
and, collectively, the “Guarantors”), (iii)
the Lenders from time to time party thereto (individually, a “Lender”
and, collectively, the “Lenders”),
(iv) 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, (v) 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, and (vi) Bank of America, N.A., as Swing Line Lender
and L/C Issuer, with interest at the rate and payable in the manner stated
therein. 


          This
“Revolving Note” is a “Note” to which reference is made in the Credit Agreement
(including,
without limitation, clause (a) of the definition of “Note” set forth in Section
1.01 thereof)
and is subject to all terms and provisions thereof. The principal of, and
interest on, this Revolving Note shall be payable at the times, in the manner, and in the
amounts as provided in the
Credit Agreement and shall be subject to prepayment and acceleration as
provided therein. Capitalized terms used herein and not defined herein shall
have the meanings assigned to such terms in
the Credit Agreement.


          The
Administrative Agent’s books and records concerning the Loans, the accrual of interest thereon, and
the repayment of such Loans, shall be prima facie evidence of the indebtedness to the
Lender hereunder.


          No
delay or omission by any Agent or the Lender in exercising or enforcing any of
such Agent’s or the Lender’s powers, rights,
privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor
on any other occasion. No waiver of any Event of Default shall operate
as a waiver of any other Event of Default, nor as a continuing waiver of any such Event of Default.






          The
Borrower, and each endorser and guarantor of this Revolving Note, waives presentment, demand,
notice, and protest, and also waives any delay on the part of the holder hereof. The Borrower
assents to any extension or other indulgence (including, without limitation, the release
or substitution of Collateral) permitted by any Agent and/or the Lender with respect to this
Revolving Note and/or any Collateral or any extension or other indulgence with respect to any other
liability or any collateral given to secure any other liability of the Borrower or any other Person obligated on
account of this Revolving Note.


          This
Revolving Note shall be binding upon the Borrower, and each endorser and guarantor hereof, and upon their respective
successors and assigns, and shall inure to the benefit of the Lender and its
successors, endorsees, and assigns.


          The
liabilities of the Borrower, and of any endorser or guarantor of this Revolving
Note, are joint and several, provided, however, the release by any
Agent or the Lender of any one or more
such Persons shall not release any other Person obligated on account of this
Revolving Note. Each reference in this
Revolving Note to the Borrower, any endorser, and any guarantor, is to
such Person individually and also to all such Persons jointly.


          THIS
REVOLVING NOTE 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).


          THE
BORROWER 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 NW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS REVOLVING NOTE OR ANY OTHER LOAN DOCUMENT,
OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT,
AND THE BORROWER 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. THE BORROWER 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 REVOLVING NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL
AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
REVOLVING NOTE OR ANY
OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


          THE
BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY OBJECTION THAT IT


2






MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS REVOLVING NOTE OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO ABOVE. THE BORROWER 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.


          The
Borrower makes the following waiver knowingly, voluntarily, and intentionally,
and understands
that the Agents and the Lender, in the establishment and maintenance of their respective relationship
with the Borrower contemplated by this Revolving Note, are each relying thereon. THE BORROWER
AND THE LENDER, 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 REVOLVING NOTE 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). THE BORROWER AND, THE LENDER, 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 THE CREDIT AGREEMENT AND
THIS REVOLVING NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS HEREIN.


[SIGNATURE PAGES FOLLOW]


3






          IN WITNESS WHEREOF, the Borrower has caused this
Revolving Note to be duly executed as
of the date set forth above.


	
 

	
 


	
 

	
BORROWER:


	
 

	
 


	
 

	
FOOT LOCKER, INC.


	
 

	
 


	
 

	
By:


	
 

	



	
 

	
Name:


	
 

	



	
 

	
Title:


	
 

	






Signature Page to Revolving Note







EXHIBIT C-2


Form of Swing Line Note


	
 

	
 


	



	
 

	
 


	
SWING LINE NOTE


	
 

	
 


	



	
 

	
 


	
$__________________

	
______________, 2009





          FOR
VALUE RECEIVED, FOOT LOCKER, INC. (the “Borrower”) promises to pay to
the order of BANK OF AMERICA, N.A. (hereinafter, with any subsequent holders,
the “Swing Line Lender”), c/o Bank of America, N.A., 100 Federal Street,
9th Floor, Boston, Massachusetts 02110, the principal sum of
_________________________________ DOLLARS ($_____________ ), or, if less, the
aggregate unpaid principal balance of Swing Line Loans made by the Swing Line
Lender to or for the account of any Borrower pursuant to the 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) the Borrower, (ii) the Guarantors from
time to time party thereto (individually, a “Guarantor” and, collectively, the
“Guarantors”), (iii) the Lenders from time to time party thereto
(individually, a “Lender” and, collectively, the “Lenders”), (iv)
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, (v) 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, and (vi) the Swing Line Lender, with interest at the
rate and payable in the manner stated therein. 


          This
is a “Swing Line Note” to which reference is made in the Credit Agreement and
is subject to all terms and provisions thereof. The principal of, and interest
on, this Swing Line Note shall be payable at the times, in the manner, and in
the amounts as provided in the Credit Agreement and shall be subject to
prepayment and acceleration as provided therein. Capitalized terms used herein
and not defined herein shall have the meanings assigned to such terms in the
Credit Agreement.


          The
Administrative Agent’s books and records concerning the Swing Line Loans, the
accrual of interest thereon, and the repayment of such Swing Line Loans, shall
be prima facie evidence of the indebtedness to the Swing Line Lender hereunder.


          No
delay or omission by any Agent or the Swing Line Lender in exercising or
enforcing any of such Agent’s or the Swing Line Lender’s powers, rights,
privileges, remedies, or discretions hereunder shall operate as a waiver
thereof on that occasion nor on any other occasion. No waiver of any Event of
Default shall operate as a waiver of any other Event of Default, nor as a
continuing waiver of any such Event of Default.






          The
Borrower, and each endorser and guarantor of this Swing Line Note, waives
presentment, demand, notice, and protest, and also waives any delay on the part
of the holder hereof. The Borrower assents to any extension or other indulgence
(including, without limitation, the release or substitution of Collateral)
permitted by any Agent and/or the Swing Line Lender with respect to this Swing
Line Note and/or any Collateral or any extension or other indulgence with
respect to any other liability or any collateral given to secure any other
liability of the Borrower or any other Person obligated on account of this
Swing Line Note.


          This
Swing Line Note shall be binding upon the Borrower, and each endorser and
guarantor hereof, and upon their respective successors and assigns, and shall
inure to the benefit of the Swing Line Lender and its successors, endorsees,
and assigns.


          The
liabilities of the Borrower, and of any endorser or guarantor of this Swing
Line Note, are joint and several, provided,
however, the release by any Agent or the Swing Line Lender of any
one or more such Persons shall not release any other Person obligated on
account of this Swing Line Note. Each reference in this Swing Line Note to the
Borrower, any endorser, and any guarantor, is to such Person individually and also
to all such Persons jointly.


          THIS
SWING LINE NOTE 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).


          THE
BORROWER 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 NW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS SWING LINE NOTE OR ANY OTHER LOAN
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE BORROWER
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.
THE BORROWER 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 SWING LINE
NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT OR THE SWING LINE LENDER MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS SWING LINE NOTE OR ANY OTHER LOAN
DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


          THE
BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT


2






MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS SWING LINE NOTE OR ANY OTHER LOAN DOCUMENT IN ANY COURT
REFERRED TO ABOVE. THE BORROWER 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.


          The
Borrower makes the following waiver knowingly, voluntarily, and intentionally,
and understands that the Agents and the Swing Line Lender, in the establishment
and maintenance of their respective relationship with the Borrower contemplated
by this Swing Line Note, are each relying thereon. THE BORROWER AND THE SWING
LINE LENDER, 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 SWING LINE NOTE 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). THE BORROWER AND THE SWING LINE LENDER,
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
THE CREDIT AGREEMENT AND THIS SWING LINE NOTE BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.


[SIGNATURE PAGES FOLLOW]


3






          IN
WITNESS WHEREOF, the Borrower has caused this Swing Line Note to be duly
executed as of the date set forth above.


	
 

	
 

	
 


	
 

	
BORROWER:


	
 

	
 

	
 


	
 

	
FOOT LOCKER,
 INC.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name: 

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	






Signature Page to Swing Line Note






EXHIBIT D


Form of Compliance Certificate


COMPLIANCE CERTIFICATE


Date of Certificate: _______________


To:     Bank
of America, N.A., as Administrative Agent 

Ladies and Gentlemen:


          Reference
is made to that certain Credit Agreement, dated as of March 20, 2009 (as
amended, modified, supplemented or restated 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”), and (iv) Bank of America, N.A., as
Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.
Capitalized terms used herein and not defined herein shall have the meanings
assigned to such terms in the Credit Agreement.


          The
undersigned, in his capacity as a duly authorized and acting Responsible
Officer of the Borrower, hereby certifies on behalf of the Borrower and each of
the other Loan Parties as of the date hereof the following:


	
 

	
 

	
 


	
1.

	
No Events of
 Default.


	
 

	
 

	
 


	
 

	
(a)

	
Since
 ____________ (the date of the last Compliance Certificate delivered pursuant
 to Section 6.02 of the Credit Agreement, or, in the case of the first
 Compliance Certificate delivered after the Closing Date, the Closing Date),
 and except as set forth in Appendix I, no Event of Default has occurred and
 is continuing.


	
 

	
 

	
 


	
 

	
(b)

	
If an Event
 of Default has occurred and is continuing since ____________ (the date of the
 last Compliance Certificate delivered pursuant to Section 6.02 of the Credit
 Agreement, or, in the case of the first Compliance Certificate delivered
 after the Closing Date, the Closing Date), the Loan Parties have taken or
 propose to take those actions with respect to such Event of Default as
 described on said Appendix I.


	
 

	
 

	
 


	
2.

	
Financial
 Statements.


	
 

	
 

	
 


	
 

	
[Use following paragraph (a) for fiscal year-end financial statements]


	
 

	
 

	
 


	
 

	
(a)

	
Attached
 hereto as Appendix II are the Consolidated balance sheet of the
 Borrower and its Subsidiaries, as required by Section 6.01 (a) of the Credit





-1-






	
 

	
 

	
 


	
 

	
 

	
Agreement
 for the Fiscal Year ending ______________, and the related Consolidated
 statements of income or operations, Shareholders’ Equity and cash flows for
 such Fiscal Year, setting forth in each case in comparative form the figures
 for the previous Fiscal Year, all in reasonable detail and prepared in
 accordance with GAAP, accompanied by a report and unqualified opinion of a
 Registered Public Accounting Firm of nationally recognized standing or
 otherwise reasonably acceptable to the Administrative Agent, which report and
 opinion has been prepared in accordance with the requirements of Section 6.01
 (a) of the Credit Agreement.


	
 

	
 

	
 


	
 

	
[Use following paragraph (b) for fiscal quarter-end financial
 statements]


	
 

	
 

	
 


	
 

	
(b)

	
Attached
 hereto as Appendix II are the Consolidated balance sheet of the
 Borrower and its Subsidiaries, as required by Section 6.0l(b) of the Credit
 Agreement for the Fiscal Quarter ending ____________, and the related
 Consolidated statements of income or operations, Shareholders’ Equity and
 cash flows for such Fiscal Quarter and for the portion of the Borrower’s
 Fiscal Year then ended, setting forth in each case in comparative form the
 figures for (A) the corresponding Fiscal Quarter of the previous Fiscal Year
 and (B) the corresponding portion of the previous Fiscal Year, all in
 reasonable detail.


	
 

	
 

	
 


	
3.

	
Changes in
 GAAP. In the event of any change in generally
 accepted accounting principles used in the preparation of any financial
 statements described in Section 3 above, attached hereto as Appendix III
 is the Borrower’s a statement of reconciliation conforming such financial
 statements to GAAP.


	
 

	
 

	
 


	
4.

	
Management
 Discussion. Attached hereto as Appendix IV is
 a discussion and analysis prepared by management of the Borrower with respect
 to the financial statements delivered herewith.





[signature page follows]


-2-






          IN
WITNESS WHEREOF, a duly authorized and acting Responsible Officer of the
Borrower, on behalf of the Borrower and each of the other Loan Parties, has
duly executed this Compliance Certificate as of ______________________, 20 ___.


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
Name: 

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	






-3-







APPENDIX I


          Except
as set forth below, no Event of Default has occurred and is continuing. [If an
Event of Default has occurred and is continuing, the following describes the
nature of the Event of Default in reasonable detail and the steps, if any,
being taken or contemplated by the Loan Parties to be taken on account
thereof.]


Appendix I to Compliance Certificate






APPENDIX II


(Financial Statements)


[see attached]


Appendix II to Compliance Certificate






APPENDIX III


(GAAP Reconciliation)


[see attached]


Appendix III to Compliance Certificate






APPENDIX IV


(MD&A)


[see attached]


Appendix IV to Compliance Certificate






EXHIBIT E


ASSIGNMENT AND ASSUMPTION


          This
Assignment and Assumption (this “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between [the][each]1
Assignor identified in item 1 below ([the][each, an] “Assignor”) and
[the][each]2 Assignee identified
in item 2 below ([the][each, an] “Assignee”). [It is understood and
agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms
used but not
defined herein shall have the meanings given to them in the Credit Agreement
identified below (the “Credit Agreement”), receipt of a copy of which is
hereby acknowledged by [each, the] Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full.


          For
an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective
Assignors’] rights and obligations in [its capacity as a Lender][their
respective capacities as Lenders] under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to
the amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below (including, without limitation,
participations in L/C Obligations and Swing Line Loans included in such
facilities5)
and (ii) to the extent permitted to be assigned under applicable Law, all
claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Lender)][the respective Assignors (in their respective capacities
as Lenders)] against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and
assigned


	
 

	
 


	
 

	




	
            1 For bracketed
 language here and elsewhere in this form relating to the Assignor(s), if the
 assignment is from a single Assignor, choose the first bracketed language. If
 the assignment is from multiple Assignors, choose the second bracketed
 language.


	
 

	
 


	
            2 For bracketed
 language here and elsewhere in this form relating to the Assignee(s), if the
 assignment is to a single Assignee, choose the first bracketed language. If
 the assignment is to multiple Assignees, choose the second bracketed
 language.


	
 

	
 


	
            3 Select as
 appropriate.


	
 

	
 


	
            4 Include
 bracketed language if there are either multiple Assignors or multiple
 Assignees.


	
 

	
 


	
            5 Include all
 applicable subfacilities, if any.












pursuant to
clause (i) above (the rights and obligations sold and assigned by [the][any]
Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being
referred to herein collectively as [the][an] “Assigned Interest”). Each
such sale and assignment is without recourse to [the][any] Assignor and, except
as expressly provided in this Assignment and Assumption, without representation
or warranty by [the][any] Assignor.


	
 

	
 

	
 


	
1.

	
Assignor[s]:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
 


	
2.

	
Assignee[s]:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
 


	
3.

	
Borrower:

	
Foot Locker,
 Inc., a New York corporation


	
 

	
 

	
 


	
4.

	
Administrative
 Agent: Bank of America, N.A., as the Administrative
 Agent under the Credit Agreement.


	
 

	
 

	
 


	
5.

	
Credit
 Agreement: Credit Agreement dated as of March 20,
 2009 (as such may be amended, restated, amended and restated, supplemented or
 otherwise modified and in effect from time to time, the “Credit Agreement”)
 by, among others, the Borrower, the Guarantors party thereto, the Lenders
 party thereto, Bank of America, N.A., as Administrative Agent, Collateral
 Agent, Swing Line Lender and L/C Issuer.


	
 

	
 


	
6.

	
Assigned
 Interest[s]:








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Assignor[s]6

	
 

	
Assignee[s]7

	
 

	
 

	
Aggregate

 Amount of

 Commitment/Loans

 for all Lenders8

	
 

	
 

	
Amount of

 Commitment

 /Loans

 Assigned9

	
 

	
 

	
Percentage

 Assigned of

 Commitment/

 Loans10

	
 


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
$

	
 

	
 

	
$

	
 

	
 

	
 

	
 

	
%


	
 

	
 

	
 

	
 

	
 

	


	


	
 

	


	


	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
$

	
 

	
 

	
$

	
 

	
 

	
 

	
 

	
%


	
 

	
 

	
 

	
 

	
 

	


	


	
 

	


	


	
 

	


	


	
 








	
 

	
 

	
 


	
[7.

	
Trade Date:

	
_______________________
 ]11


	
 

	
 

	
 


	
 

	
Effective
 Date: ___________________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE
DATE OF DELIVERY OF







	
 

	
 


	
 

	




	
             6 List each
 Assignor, as appropriate. 


	
 

	
 


	
             7 List each
 Assignee, as appropriate.


	
 

	
 


	
             8 Amounts in
 this column and in the column immediately to the right to be adjusted by the
 counterparties to take into account any payments or prepayments made between
 the Trade Date and the Effective Date.


	
 

	
 


	
             9 Subject to
 minimum amount requirements pursuant to Section 10.06(b)(i) of the Credit
 Agreement and to the proportionate amount requirements pursuant to Section
 10.06(b)(ii) of the Credit Agreement.


	
 

	
 


	
             10 Set forth, to
 at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders
 thereunder.


	
 

	
 


	
             11 To be
 completed if the Assignor and the Assignee intend that the minimum assignment
 amount is to be determined as of the Trade Date.












THIS ASSIGNMENT AND
ASSUMPTION FOR RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 


          The
terms set forth in this Assignment and Assumption are hereby agreed to:


	
 

	
 

	
 


	
 

	
ASSIGNOR


	
 

	



	
 

	
[NAME OF ASSIGNOR]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
ASSIGNEE


	
 

	



	
 

	
[NAME OF ASSIGNEE]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	









	
 

	
 

	
 


	
[Consented to and]12 Accepted:

	
 


	
 

	
 


	
BANK OF AMERICA, N.A., as

	
 


	
[Administrative Agent][L/C
 Issuer][Swing Line Lender]


	
 

	
 

	
 


	
By:

	
 

	
 


	
 

	


	
 


	
Name:

	
 

	
 


	
 

	


	
 


	
Title:

	
 

	
 


	
 

	


	
 


	
 

	
 

	
 


	
[Consented to:]13

	
 


	
 

	
 


	
FOOT LOCKER, INC., as
 Borrower

	
 


	
 

	
 

	
 


	
By:

	
 

	
 


	
 

	


	
 


	
Name:

	
 

	
 


	
 

	


	
 


	
Title:

	
 

	
 


	
 

	


	
 








	
 

	
 


	
 

	




	
              12
 To the extent that (i) the Administrative Agent’s consent is required
 under Sections 10.06(b)(i)(B) and 10.06(b)(iii)(B) of the Credit Agreement,
 (ii) the L/C Issuers consent is required under Section 10.06(b)(iii)(C) of
 the Credit Agreement, or (iii) the Swing Line Lender’s consent is required
 under Sections 10.06(b)(iii)(D) of the Credit Agreement.


	
 

	
 


	
              13
 To the extent required under Sections 10.06(b)(i)(B) and
 10.06(b)(iii)(A) of the Credit Agreement.













ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


          Reference
is made to the Credit Agreement dated as of March 20, 2009 (as such may be amended, restated,
amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”)
by, among others, Foot Locker, Inc., a New York corporation, as Borrower (the “Borrower”), the Guarantors party
thereto, the Lenders party thereto,
Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line
Lender and L/C Issuer.


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


                    1.
Representations and Warranties.


                    1.1.
Assignor. [The][Each] Assignor
(a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the
relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and
clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no responsibility with
respect to (i) any statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder,
(iii) the financial condition of the Loan Parties or any other Person obligated in respect of
any Loan Document or (iv) the performance or observance by the Loan Parties or any other
Person of any of their respective obligations under any Loan Document.


                    1.2.
Assignee. [The][Each] Assignee
(a) represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it meets all the requirements to be an Eligible Assignee under
the Credit Agreement (subject to such consents, if any, as may be required
under Section 10.06(b) of the Credit Agreement), (iii) from and after the Effective
Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
[the][the relevant] Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire
assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in
making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v)
it has received a copy of the Credit
Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it
deems appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and
to purchase [the][such] Assigned
Interest, (vi) it has, independently and without reliance upon the
Administrative Agent, Collateral Agent, or any other Lender and based on such
documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase
[the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any
documentation required to be delivered by it pursuant to






the
terms of the Credit Agreement, duly completed and executed by [the][such]
Assignee; and (b) agrees that (i) it will, independently and without reliance upon the
Administrative Agent, the Collateral Agent, [the][any] Assignor or any other
Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.


                    2.
Payments. From and after the Effective Date, the Administrative Agent
shall make
all payments in respect of [the][each] Assigned Interest (including payments
of principal, interest, fees and other amounts) to [the][the relevant]
Assignor for amounts which have accrued up to but excluding the Effective Date and to
[the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.


                    3.
General Provisions. This Assignment and
Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of
counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature
page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.
This agreement shall be governed by, and construed in accordance with, the laws of the State of New York.


                    4.
Fees. This Assignment and Assumption shall be
delivered to the Administrative Agent with a
processing and recordation fee of $3,500.






	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
E-MAIL TO:
 Katherine Hendricks at katherine.hendricks@bankofamerica.com

	
 

	
Date

 Certificate #

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker, Inc.

 Borrowing Base and Availability Calculation


	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
Foot Locker

	
 

	
Lady Foot

 Locker

	
 

	
Kids Foot

 Locker

	
 

	
Footaction

	
 

	
Champs

	
 

	
Total

	
 


	


	
 


	
 

	
 


	
Beg.
 Inventory as of:

	
 

	
 

	
1/3/2009 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
ADD

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Purchases

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
WOC Charges

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
DC Cap

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
Freight

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
Div. Ships

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
Misc. disp.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
LESS

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Cost of Sales

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Total Adds/
 (Reductions) 

	
 

	
 

	
 

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	


	


	


	


	


	


	


	


	


	


	


	


	


	


	
 

	


	


	
 


	
Ending
 Inventory as of:

	
 

	
 

	
1/31/2009 

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
LESS

	
 

	
 

	
1/31/2009 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Shrink
 ($1.9MM through 3/09)

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Consignment
 Inventory

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Damaged/RTV

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
Eligible
 Inventory as of:

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Appraised
 Value as of

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
NOLV 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
LTV 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Advance
 Rate @

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
Total Inventory
 Borrowing Base

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$ 

	
— 

	
 (a) 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Eligible
 Credit Card Receivables 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Credit Card
 Advance Rate

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
90.0 

	
%


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
Credit Card
 Receivables Borrowing Base

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$ 

	
— 

	
 (b) 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Less
 Availability Reserves

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Rent
 Reserve: (2 months for PA, VA and WA)

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
50% Gift
 Cards

	
 

	
 

	
 

	
 

	
 

	
 

	
@ 50 

	
%

	
 

	
—

	
 


	
 

	
 

	


	


	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
100%
 Customer Deposits

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
Total Reserves

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 (c)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Total
 Uncapped Borrowing Base: (a+b+c)

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 (d)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Total Borrowing Base: Lesser of (d) or $200MM

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$ 

	
— 

	
 (e)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Availability Calculation

	
 

	
 

	
2/19/2009

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Beginning
 Principal Balance 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
ADD:


	
 

	
 

	
Prior days
 advance 

	
$

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
ADD:


	
 

	
 

	
Fees charged
 today 

	
$

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
ADD:


	
 

	
 

	
LC’S
 CHARGED 

	
$

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
LESS:


	
 

	
 

	
Prior day’s
 paydown

	
$

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Ending
 principal balance

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$

	
—

	
 (f)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
ADD:


	
 

	
 

	
Standby
 Letters of Credit 

	
$

	
—

	
 (g)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
ADD:


	
 

	
 

	
Documentary
 Letters of Credit

	
$

	
—

	
 (h)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Total loan
 balance prior to request (f+g+h)

	
 

	
 

	
 

	
 

	
 

	
$

	
—

	
 (i)


	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Net
 availability prior to today’s request (e-i) 

	
 

	
 

	
 

	
 

	
 

	
$

	
—

	
 (j)


	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
ADVANCE
 REQUEST

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$

	
—

	
 (k)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Paydown

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$

	
—

	
 (l)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Net
 availability after today’s request (j+k-l))

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 




The
undersigned represents and warrants that (A) the information set forth above
(i) is true and correct in all respects, (ii) has been prepared in accordance with the requirements of that certain
Credit Agreement dated ____________________ , 2009 (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the
“Credit Agreement”), by, among others, Foot Locker, Inc., as Borrower, the
Facility Guarantors party thereto, the Lenders party thereto, and Bank of
America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent, and
(iii) is based on supporting documentation that is satisfactory to the
Administrative Agent, and (B) no
Default or Event of Default (as such terms are defined in the Credit Agreement)
has occurred and is outstanding.






EXHIBIT G


Form of Collateral
Access Agreement


	
 


	



	
 


	
COLLATERAL ACCESS AGREEMENT


	
 


	






________________________ ______ , 2009


          For
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged,
____________________ , a _______________ (the “Landlord”), executes
this waiver in favor of BANK OF AMERICA,
N.A., as collateral agent (in such capacity, the “Collateral Agent”)
for its own benefit and the benefit of certain other lenders (the “Lenders”)
which are making loans or furnishing other financial accommodations to
[Foot Locker, Inc., a corporation organized and existing under the laws of the
State of New York] (the “Tenant”)1 pursuant to (i) 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, the Tenant,
certain of the Tenant’s affiliates,
the Lenders and the Collateral Agent, and (ii) the other “Loan
Documents” (as such term is defined in the Credit Agreement).


WITNESSETH:


          WHEREAS,
the Landlord owns real property located at ______________________ (collectively, the “Leased Premises”),
which real property the Landlord leases to the Tenant pursuant to that
certain [Lease Agreement] dated as of [ _____________ ] (as amended and in
effect as of the date hereof, the “Lease”).


          WHEREAS,
the Tenant has entered into certain loan arrangements with the Collateral Agent
and the Lenders, pursuant to which the Collateral Agent and the Lenders have
agreed to make loans or furnish other financial accommodations to the Tenant.


          WHEREAS,
loans and financial accommodations under the loan arrangement will be secured by, among other things, certain of the
Tenant’s present and after acquired assets, including, without
limitation, the Tenant’s inventory, books and records, and equipment located,
and to be located, upon the Leased Premises (the “Collateral”).


          WHEREAS,
in order to induce the Collateral Agent and the Lenders to make loans or furnish other financial accommodations to the
Tenant, the Landlord hereby represents, warrants, covenants and agrees as
follows:


	
 


	




	
1 The identity of the Tenant should be changed to the appropriate Loan
 Party as necessary.





1






	
 

	
 


	
1.

	
To
 the best of the Landlord’s knowledge, the Tenant is not in default under the
 terms of the Lease.


	
 

	
 


	
2.

	
The
 Landlord hereby waives and releases in favor of the Collateral Agent and the Lenders: (a) any and
 all rights of distraint, levy, and execution which the Landlord may now or hereafter have
 against the Collateral; (b) any and all statutory liens, security interests, or other
 liens which the Landlord may now or hereafter have in the Collateral; and (c) any and all
 other interests or claims of every nature whatsoever which the Landlord may now or
 hereafter have in or against the Collateral for any rent, storage charges, or other sums
 due, or to become due, to the Landlord by the Tenant. The Landlord agrees not to
 exercise any of the Landlord’s rights, remedies, powers, privileges, or
 discretions with respect to the Collateral, or the Landlord’s liens or
 security interests
 in the Collateral, unless and until the Landlord receives written notice from
 an officer
 of the Collateral Agent that the Tenant’s obligations to the Collateral Agent
 and the
 Lenders have been paid in full, and that the commitment of the Collateral
 Agent and the
 Lenders to make loans or furnish other financial accommodations to the Tenant
 has been terminated. The foregoing waiver is for the benefit of the
 Collateral Agent and the Lenders only and does not affect the obligations of the
 Tenant to the Landlord.


	
 

	
 


	
3.

	
In
 the event of the exercise by the Collateral Agent of its rights upon default
 with respect to the Collateral, the Collateral Agent shall have a reasonable time
 in which to repossess and/or dispose of the Collateral from the Leased
 Premises; provided, however, that such period will be tolled during any period in
 which the Collateral Agent has been stayed from
 taking action to remove the Collateral in any bankruptcy, insolvency or
 similar proceeding, and the
 Collateral Agent shall have an additional period of time thereafter in which to repossess and/or dispose of the
 Collateral from the Leased Premises. In those circumstances, the Landlord will, upon reasonable prior written
 notice from the Collateral Agent,
 (a) refrain from hindering the Collateral Agent’s actions in gaining access
 to the Leased Premises for the purpose of repossessing said Collateral and
 (b) if requested by the Collateral
 Agent, permit the Collateral Agent, or its agents or nominees, to dispose of the Collateral on the Leased Premises in a
 manner reasonably designed to minimize any interference with any of
 the Landlord’s other tenants at the Leased Premises. The Collateral Agent shall promptly restore and
 repair, at the Collateral Agent’s cost and expense, any physical damage to the Leased Premises resulting from any
 action taken by the Collateral Agent or its agents and employees upon the
 Leased Premises, but shall not be
 liable for any diminution in value of the Leased Premises caused by the
 removal or absence of the
 Collateral.


	
 

	
 


	
4.

	
To the
 extent not paid or prepaid by the Tenant, the Collateral Agent shall pay the Landlord a sum for
 its use and occupancy of the Leased Premises on a per diem basis in an amount equal to the monthly base rent
 required to be paid by the Tenant under the lease
 between the Landlord and the Tenant from the date on which the Collateral
 Agent shall have taken possession of the Collateral on the Leased
 Premises until the date on which the
 Collateral Agent vacates the Leased Premises, it being understood, however,





2






	
 

	
 


	
 

	
that
 the Collateral Agent shall not, thereby, have assumed any of the obligations
 of the Tenant to the Landlord, including, without limitation, any obligation
 to pay any past due rent owing by the Tenant.


	
 

	
 


	
5.

	
Prior
 to the Landlord’s terminating its lease with the Tenant or evicting the
 Tenant from the Leased Premises for breach of the lease, the Landlord shall give
 the Collateral Agent not less than thirty (30) days’ written notice of such
 action at the address set forth below, and a reasonable opportunity to
 preserve, protect, liquidate, or remove any Collateral on the Leased Premises
 and, if the Collateral Agent so elects, to cure such breach of the lease.
 Notwithstanding the provisions of this paragraph, the Collateral Agent shall
 have no
 obligation to cure any such breach or default. The cure of any such breach or
 default by the Collateral
 Agent on any one occasion shall not obligate the Collateral Agent to cure any other breach or default or to cure such
 default on any other occasion.


	
 

	
 


	
6.

	
All
 notices under this waiver shall be made to the following addresses by
 recognized overnight courier, by hand delivery or by facsimile transmission:








	
 

	
 


	
 

	
If
 to the Collateral Agent:


	
 

	
 


	
 

	
Bank
 of America, N.A.

 100
 Federal Street, 9th Floor 

 Boston,
 Massachusetts 02110

 Attention:
 Christine Hutchinson


	
 

	
 


	
 

	
If
 to the Landlord: 


	
 

	
 


	
 

	



	
 

	




	
 

	



	
 

	
Attention:


	
 

	









	
 

	
 


	
7.

	
This
 waiver shall inure to the benefit of the Collateral Agent and each of the
 Lenders, and their respective successors and assigns, and shall be binding upon the
 Landlord, its heirs, assigns, representatives, and successors.


	
 

	
 


	
8.

	
This
 waiver may not be amended or waived except by an instrument in writing signed
 by the
 Collateral Agent, the Landlord, and the Tenant. This waiver shall be governed
 by, and construed in
 accordance with, the laws of the State of New York. Delivery of an executed signature page of this waiver by
 facsimile transmission shall be binding on the Landlord as if the original of such facsimile had been delivered to
 the Collateral Agent.





[signature page follows]


3






          Dated
as of the date above first written.


	
 

	
 

	
 


	
 

	
LANDLORD:


	
 

	
 


	
 

	



	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	






Signature Page to
Collateral Access Agreement







EXHIBIT
H


GUARANTY


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.  


W I T N E S S E T H


          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


-1-






(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. 


          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


-2-






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 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


-3-






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.


          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


-4-






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.


          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


-5-






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 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





-6-






	
 

	
 


	
 

	
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 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


-7-






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]


-8-






          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:

	
 


	
 

	
 

	



	
 

	
Name:

	
  John A. Maurer


	
 

	
Title:

	
  Vice President and
 Treasurer





Signature Page to
Guaranty







EXHIBIT I


FORM OF CREDIT
CARD NOTIFICATION 


CREDIT
CARD NOTIFICATION


PREPARE
ON BORROWER/LOAN PARTY LETTERHEAD - ONE FOR EACH PROCESSOR


March __, 2009


	
 

	
 

	
 


	
To:

	
[Name and Address of Credit Card Processor]


	
 

	
(the “Processor”)


	
 

	
 

	
 


	
 

	
Re:

	
Foot Locker, Inc.


	
 

	
 

	
Merchant Account Number:____________________





Dear Sir/Madam:


          FOOT
LOCKER, INC., a New York corporation (the “Borrower”), has entered into
various financing agreements with BANK OF AMERICA, N.A., a national banking
association with offices at 100 Federal Street, 9th Floor, Boston,
Massachusetts 02110, as collateral agent (in such capacity, the “Collateral
Agent”) for its own benefit and the benefit of certain other credit parties
(the “Credit Parties”), pursuant to which the Collateral Agent and the
other Credit Parties may from time to time make loans or furnish certain other
financial accommodations to the Borrower. The Borrower’s obligations on account
of such loans and financial accommodations are secured by, among other things,
all credit card charges submitted by the Borrower to the Processor for
processing and the amounts which the Processor owes to the Borrower on account
thereof (the “Credit Card Proceeds”).


          Until
the Processor receives written notification from the Collateral Agent that the
interest of the Collateral Agent and the other Credit Parties in the Credit
Card Proceeds has been terminated, all amounts as may become due from time to
time from the Processor to the Borrower (including, without limitation, Credit
Card Proceeds, payments from any reserve account or the like, or other
payments) shall be transferred only as follows:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
By ACH, Depository Transfer Check, or Electronic
 Depository Transfer to:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
JPMorgan Chase Bank, N.A.


	
 

	
 

	
 

	
ABA#___________


	
 

	
 

	
 

	
Account Name: Foot Locker, Inc.


	
 

	
 

	
 

	
Account No. 


	
 

	
 

	
 

	
 


	
 

	
 

	
or

	
 





1






	
 

	
 

	
 


	
 

	
(b)

	
As the Processor may be
 otherwise instructed from time to time in writing by an officer of the
 Collateral Agent.





          Upon
the written request of the Collateral Agent, a copy of each periodic statement
issued by the Processor to the Borrower should be provided to the Collateral
Agent at the following address (which address may be changed upon seven (7)
days’ written notice given to the Processor by the Collateral Agent):


	
 

	
 


	
 

	
Bank of America, N.A.

 100 Federal Street, 9th Floor

 Boston, Massachusetts 02110

 Attention: Christine Hutchinson

 Re: Foot Locker, Inc.





          The
Processor shall be fully protected in acting on any order or direction by the
Collateral Agent respecting the Credit Card Proceeds and other amounts without
making any inquiry whatsoever as to the Collateral Agent’s right or authority
to give such order or direction or as to the application of any payment made
pursuant thereto. Nothing contained herein is intended to, nor shall it be
deemed to, modify the rights and obligations of the Borrower and the Collateral
Agent under the terms of the loan arrangement and the loan documents executed
in connection therewith between, among others, the Borrower and the Collateral
Agent.


          This
Credit Card Notification may be amended only by the written agreement of the
Processor, the Borrower and the Collateral Agent and may be terminated solely
by written notice signed by an officer of the Collateral Agent. The Borrower
shall not have any right to terminate this Credit Card Notification or, except
as provided in this Credit Card Notification, amend it.


	
 

	
 

	
 


	
 

	
Very truly yours, 


	
 

	
 

	
 


	
 

	
FOOT LOCKER, INC.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	









	
 

	
 


	
cc:

	
Bank of America, N.A., as
 Collateral Agent





2






EXHIBIT J


Form of Joinder Agreement


JOINDER AGREEMENT


          This
JOINDER AGREEMENT (this “Joinder”) is made as of ________________, by and among: 


	
 

	
 


	
 

	
          ________________________,
 a ________________________ (the “New [Borrower/Guarantor]”), with its principal
 executive offices at _______________________; and


	
 

	
 


	
 

	
          BANK
 OF AMERICA, N.A., a
 national banking association with offices at 100 Federal Street, 9th Floor,
 Boston, Massachusetts 02110, as administrative agent (in such capacity, the “Administrative
 Agent”) for its own benefit and the benefit of the other Lenders; and


	
 

	
 


	
 

	
          BANK
 OF AMERICA, N.A., a
 national banking association with offices at 100 Federal Street, 9th Floor,
 Boston, Massachusetts 02110, as collateral agent (in such capacity, the “Collateral
 Agent”) for its own benefit and the benefit of the other Credit Parties;


	
 

	
 


	
          in
 consideration of the mutual covenants herein contained and benefits to be
 derived herefrom.





W I T N E S S E T H:


          A.
Reference is made to that certain Credit Agreement, dated as of March__, 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 “Existing Borrower”),
(ii) the Guarantors from time to time party thereto (the “Existing
Guarantors”), (iii) the Lenders from time to time party thereto, and (iv)
Bank of America, N.A., as Administrative Agent, Collateral Agent, L/C Issuer,
and Swing Line Lender. Capitalized terms used but not defined herein shall have
the meanings set forth in the Credit Agreement.


          B.
The New [Borrower/Guarantor] desires to become a party to, and be bound by the
terms of, the Credit Agreement and the other Loan Documents in the same
capacity and to the same extent as the Existing [Borrower/Guarantors]
thereunder.


          C.
Pursuant to the terms of the Credit Agreement, in order for the New
[Borrower/Guarantor] to become party to the Credit Agreement and the other Loan
Documents


1






as provided herein, the New
[Borrower/Guarantor] and the Existing Borrower and Existing Guarantors are
required to execute this Joinder.


          NOW,
THEREFORE, in consideration of the premises contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


	
 

	
 

	
 


	
1.

	
Joinder and Assumption of
 Obligations.
 Effective as of the date of this Joinder, the New [Borrower/Guarantor] hereby
 acknowledges that the New [Borrower/Guarantor] has received and reviewed a
 copy of the Credit Agreement and the other Loan Documents, and hereby:


	
 

	
 

	
 


	
 

	
(a)

	
joins in the execution of,
 and becomes a party to, the Credit Agreement, the Security Agreement[, the
 Facility Guaranty] and the other Loan Documents as a [Borrower/Guarantor]
 thereunder, as indicated with its signature below;


	
 

	
 

	
 


	
 

	
(b)

	
covenants and agrees to be
 bound by all covenants, agreements, liabilities and acknowledgments of a
 [Borrower/Guarantor] under the Credit Agreement, the Security Agreement[, the
 Facility Guaranty] and the other Loan Documents as of the date hereof (other than
 covenants, agreements, liabilities and acknowledgments that relate solely to
 an earlier date), in each case, with the same force and effect as if such New
 [Borrower/Guarantor] was a signatory to the Credit Agreement[, the Facility
 Guaranty] and the other Loan Documents and was expressly named as a
 [Borrower/Guarantor] (and, in the case of the Security Agreement, a Pledgor)
 therein;


	
 

	
 

	
 


	
 

	
(c)

	
makes all representations,
 warranties, and other statements of a Borrower/Guarantor] under the Credit
 Agreement, the Security Agreement[, the Facility Guaranty] and the other Loan
 Documents, as of the date hereof (other than representations, warranties and
 other statements that relate solely to an earlier date), in each case, with
 the same force and effect as if such New [Borrower/Guarantor] was a signatory
 to the Credit Agreement, the Security Agreement[, the Facility Guaranty] and
 the other Loan Documents and was expressly named as a [Borrower/Guarantor]
 (and, in the case of the Security Agreement, a Pledgor) therein; and


	
 

	
 

	
 


	
 

	
(d)

	
assumes and agrees to
 perform all applicable duties and obligations of the Existing [Borrower/Guarantors]
 under the Credit Agreement, the Security Agreement[, the Facility Guaranty]
 and the other Loan Documents.


	
 

	
 

	
 


	
2.

	
Grant of Security Interest. Without limiting the generality of
 Section 1 hereof, the New [Borrower/Guarantor] hereby grants and pledges to
 the Collateral Agent, as collateral security for the full, prompt and
 complete payment and performance when due (whether





2






	
 

	
 

	
 


	
 

	
at stated maturity, by
 acceleration or otherwise) of the Secured Obligations (as defined in the
 Security Agreement), a Lien on and security interest in, all of its right,
 title and interest in, to and under the Pledged Collateral (as defined in the
 Security Agreement) and expressly assumes all obligations and liabilities of
 a [Borrower/Guarantor] and “Pledgor” thereunder. The New [Borrower/Guarantor]
 hereby authorizes the Collateral Agent to file financing statements
 describing the Pledged Collateral (as defined in the Security Agreement) as “all
 assets of the debtor, wherever located, whether now owned or hereafter
 acquired or arising,” or words of similar import.


	
 

	
 

	
 


	
3.

	
[Guaranty. Without
 limiting the generality of Section 1 hereof, the New Guarantor (i) joins in
 the execution of, and becomes a party to, the Facility Guaranty, (ii)
 irrevocably and unconditionally guarantees the due and punctual payment when
 due (whether by stated maturity, by acceleration or otherwise) and
 performance by the Borrower of all Obligations, (iii) acknowledges and agrees
 that the New Guarantor is jointly and severally liable for all Obligations,
 and (iv) agrees that the New Guarantor shall, for all purposes, be deemed to
 be a “Guarantor”, jointly and severally with all other Guarantors under the
 Facility Guaranty.]1


	
 

	
 

	
 


	
4.

	
Supplemental Schedules. To the extent that any representations,
 warranties, and covenants of the New [Borrower/Guarantor] require any
 amendments to the schedules to the Credit Agreement, the Security Agreement
 or any of the other Loan Documents, such schedules are hereby updated, as
 evidenced by any supplemental schedules (if any) annexed to this Joinder.


	
 

	
 

	
 


	
5.

	
Conditions Precedent to
 Effectiveness. This
 Joinder shall not be effective until each of the following conditions
 precedent has been fulfilled to the reasonable satisfaction of the
 Administrative Agent:


	
 

	
 

	
 


	
 

	
(a)

	
This Joinder shall have
 been duly executed and delivered by the respective parties hereto, and shall
 be in full force and effect.


	
 

	
 

	
 


	
 

	
(b)

	
All action on the part of
 the New [Borrower/Guarantor] necessary for the valid execution, delivery and
 performance by the New [Borrower/Guarantor] of this Joinder and all other
 documentation, instruments, and agreements to be executed in connection
 herewith shall have been duly and effectively taken and evidence thereof
 reasonably satisfactory to the Administrative Agent shall have been provided
 to the Administrative Agent.


	
 

	
 

	
 


	
 

	
(c)

	
The New
 [Borrower/Guarantor] shall each have delivered the following to the
 Administrative Agent, in form and substance reasonably satisfactory to the
 Administrative Agent:









1 To be included
with respect to joinder of New Guarantors only.


3






	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
Copies of the New
 [Borrower’s/Guarantor’s] Organization Documents and such other documents and
 certifications as the Administrative Agent may reasonably require to evidence
 that the New [Borrower/Guarantor] is duly organized or formed.


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
Certificates of
 resolutions or other action, incumbency certificates and/or other
 certificates of Responsible Officers of the New [Borrower/Guarantor]
 evidencing (A) the authority of the New [Borrower/Guarantor] to enter into
 this Joinder and the other Loan Documents to which New [Borrower/Guarantor]
 is a party or is to be a party and (B) the identity, authority and capacity
 of each Responsible Officer thereof authorized to act as a Responsible
 Officer in connection with this Joinder and the other Loan Documents to which
 New [Borrower/Guarantor] is a party or is to be a party.


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
Certificate of Legal
 Existence and Good Standing issued by the Secretary of the State of the New
 [Borrower’s/Guarantor’s] incorporation or organization.


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
Certificates of Foreign
 Qualification, or similar certification evidencing the New [Borrower’s/Guarantor’s]
 qualification to engage in business, in either case issued by the Secretary
 of State of each jurisdiction where the New [Borrower’s/Guarantor’s]
 ownership, lease or operation of properties or the conduct of its business
 requires such qualification, except to the extent that failure to so qualify
 in such jurisdiction could not reasonably be expected to have a Material
 Adverse Effect.


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
A Due Diligence
 Certificate.


	
 

	
 

	
 

	
 


	
 

	
 

	
(vi)

	
[Joinders to the Notes, as
 applicable].


	
 

	
 

	
 

	
 


	
 

	
 

	
(vii)

	
[Joinders to the Fee
 Letter].


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Upon the request of the Administrative
 Agent in its sole discretion, the Administrative Agent shall have received a
 written legal opinion of the New [Borrower’s/Guarantor’s] counsel, addressed
 to the Administrative Agent, the Collateral Agent and the other Credit
 Parties, covering such matters relating to the New [Borrower/Guarantor], the Loan
 Documents and/or the transactions contemplated thereby as the Administrative
 Agent may reasonably request in accordance with Section 6.12 of the Credit
 Agreement.


	
 

	
 

	
 

	
 


	
 

	
(e)

	
To the extent required by
 the Loan Documents, the Collateral Agent shall have received all documents
 and instruments, including UCC financing statements and Blocked Account Agreements,
 required by applicable Law or reasonably





4






	
 

	
 

	
 


	
 

	
 

	
requested by the
 Administrative Agent or the Collateral Agent to create or perfect the Lien
 intended to be created under the Security Documents and all such documents
 and instruments shall have been so filed, registered or recorded to the
 satisfaction of the Administrative Agent.


	
 

	
 

	
 


	
 

	
(f)

	
The New
 [Borrower/Guarantor] shall have paid in full all reasonable fees and expenses
 incurred by the Agents (including, without limitation, the reasonable fees
 and expenses of counsel to the Agents) in connection with the preparation,
 negotiation, execution and delivery of this Joinder and related documents.


	
 

	
 

	
 


	
6.

	
Miscellaneous.


	
 

	
 


	
 

	
(a)

	
This Joinder may be
 executed in several counterparts and by each party on a separate counterpart,
 each of which when so executed and delivered shall be an original, and all of
 which together shall constitute one instrument.


	
 

	
 

	
 


	
 

	
(b)

	
This Joinder and the other
 Loan Documents and instruments referred to herein express the entire
 understanding of the parties with respect to the transactions contemplated
 hereby. No prior negotiations or discussions shall limit, modify, or
 otherwise affect the provisions hereof.


	
 

	
 

	
 


	
 

	
(c)

	
Any determination that any
 provision of this Joinder or any application hereof is invalid, illegal or
 unenforceable in any respect and in any instance shall not affect the
 validity, legality, or enforceability of such provision in any other
 instance, or the validity, legality or enforceability of any other provisions
 of this Joinder.


	
 

	
 

	
 


	
 

	
(d)

	
The New [Borrower/Guarantor]
 warrants and represents that the New [Borrower/Guarantor] is not relying on
 any representations or warranties of the Administrative Agent, the Collateral
 Agent or the other Credit Parties or their counsel in entering into this
 Joinder.


	
 

	
 

	
 


	
 

	
(e)

	
THIS JOINDER 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).





[SIGNATURE PAGES FOLLOW]


5






          IN
WITNESS WHEREOF, each of the undersigned has caused this Joinder to be duly
executed and delivered by its proper and duly authorized officer as of the date
set forth below.


	
 

	
 

	
 


	
 

	
NEW [BORROWER/GUARANTOR]:


	
 

	
 

	
 


	
 

	
[______________________________]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	



	
 

	
 


	
 

	
ADMINISTRATIVE AGENT:


	
 

	
 


	
 

	
BANK OF AMERICA, N.A.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
COLLATERAL AGENT: 


	
 

	
 


	
 

	
BANK OF AMERICA, N.A.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	






Signature Page to Joinder Agreement






Supplemental Schedules to Loan Documents


[see attached]


Joinder Agreement