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 PAGE FOLLOWS]
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:
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 Amended and Restated Credit
Agreement, dated as of January 27, 2012 (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), 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), 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
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