Foot Locker (FL)

     (a)      a counterpart hereof signed by each of the Company, the Subsidiary Borrowers and the Required Banks (or a facsimile or other written confirmation (in form reasonably satisfactory to the Administrative Agent) that each such party has signed a counterpart hereof);

     (b)      with respect to each Bank that shall have delivered a signed counterpart hereof to the Administrative Agent as set forth in clause (a) above at or prior to 5:00 p.m., New York City time, on October 25, 2007, an amendment fee payable by the Company for the account of each such Bank in an amount equal to 0.025% of the sum of such Bank’s Revolver Commitment (whether used or unused) and the principal amount of such Bank’s outstanding Term Loans;

     (c)      payment of all invoiced accrued costs, fees and expenses relating to the Credit Agreement or any other Loan Document (including, without limitation, all fees and expenses payable pursuant to Section 9.03(a)(ii) of the Credit Agreement); and

     (d)      a certificate from the chief executive officer, chief financial officer or treasurer of the Company certifying as to the matters set forth in Section 3 of this Amendment.

     SECTION 8.      Effectiveness of Commitment Extension. Section 2 of this Amendment shall become effective as of the date (the “