AMENDMENT NO. 4 TO CREDIT AGREEMENT

AMENDMENT NO. 4 TO CREDIT AGREEMENT

AMENDMENT NO. 4, dated as of March 7, 2007 (this “Amendment”), to the Fifth Amended and Restated Credit Agreement, dated as of April 9, 1997 and amended and restated as of May 19, 2004 (as heretofore amended, the “Credit Agreement”), among FOOT LOCKER, INC. (the “Company”), the SUBSIDIARIES party thereto, the BANKS party thereto, THE BANK OF NEW YORK, as Administrative Agent, LC Agent and Swingline Bank (the “Administrative Agent”), the CO-SYNDICATION AGENTS and CO-DOCUMENTATION AGENTS party thereto and the JOINT LEAD ARRANGERS party thereto.

WHEREAS, the Company has requested the Agents and the Banks to amend the Credit Agreement to permit additional stock repurchases thereunder;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1.       Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

SECTION 2.       Amendments. Section 5.15 of the Credit Agreement is amended and restated in its entirety to read to follows:

Section 5.15. Restricted Payments. Neither the Company nor any Subsidiary will declare or make any Restricted Payment on any date (with respect to any proposed Restricted Payment, a “Measurement Date”), except that:

(i) the Company may make Restricted Payments consisting of (1) repurchases of its common stock pursuant to employee stock plans in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; and (2) payments in respect of shareholders rights plans in an aggregate amount not to exceed $1,750,000;

(ii) the Company may, subject to the proviso below, declare or make Restricted Payments so long as the aggregate amount of Restricted Payments made pursuant to this clause in any Fiscal Year does not exceed 50% of the consolidated net income from continuing operations of the Company and its Consolidated Subsidiaries for the then most recently ended Fiscal Year with respect to which the Company has delivered the financial statements described in Section 5.01(a); and

(iii) the Company may, subject to the proviso below, repurchase shares of its capital stock so long as the aggregate amount expended pursuant to this clause during the term of this Agreement does not exceed $300,000,000;

provided that no stock repurchase or other Restricted Payment shall be declared or made pursuant to clause (ii) or clause (iii) of this Section unless (x) immediately before and after giving effect thereto, no Default has occurred and is continuing and (y) the Fixed Charge Coverage Ratio for the period of four consecutive Fiscal Quarters most recently ended prior to the relevant Measurement Date and with respect to which the Company