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This excerpt taken from the FL 8-K filed May 21, 2008. . Consolidations,
Mergers and Sales of Assets. The Company
will not, and will not permit any of its Subsidiaries to, consolidate or merge
with or into any other Person; provided that (i)
the Company may merge with another Person if (x) the Company is the corporation
surviving such merger and (y) unless such other Person was a Subsidiary
Guarantor immediately prior to giving effect to such merger, immediately after
giving effect to such merger no Default shall have occurred and be continuing
and (ii) any Subsidiary may merge with another Person (other than the Company)
if (x) a Subsidiary is the survivor to such merger, (y) if such Subsidiary was a
Subsidiary Guarantor immediately prior to giving effect to s uch merger, the
survivor to such merger is a Subsidiary Guarantor (and, if the surviving
Subsidiary Guarantor is a Foreign Subsidiary, the Administrative Agent shall
have received evidence reasonably satisfactory to it that the obligations of
such Subsidiary Guarantor under the Guarantee Agreement shall be enforceable in
the jurisdictions in which such Subsidiary Guarantor holds assets and conducts
its operations) and (z) if such Subsidiary was a Subsidiary Borrower immediately
prior to giving effect to such merger and the other Person is not a Subsidiary
Guarantor, such Subsidiary Borrower is the survivor to such merger (provided
that if any party to such merger is a Subsidiary Borrower that is not a Foreign
Subsidiary, the survivor shall be a Subsidiary Borrower that is not a Foreign
Subsidiary) . The Company and its Subsidiaries will not sell, lease or otherwise
transfer, directly or indirectly (1) all or substantially all of the assets of
the Company and its Subsidiaries, taken as a whole, to any other Person, (2) any
assets of any Obligor to any Subsidiary that is not a Subsidiary Guarantor,
except
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(i) transfers of the equity interest of certain Foreign Subsidiaries of the Company to certain other Foreign Subsidiaries pursuant to the Canadian Restructuring and (ii) otherwise in the ordinary course of business or (3) all or any substantial part of the Foot Locker Business or the Champs Business to any other Person; provided that the foregoing limitations shall not apply to sales of inventory or sales and other dispositions of surplus assets, in each case in the ordinary course of business. For purposes of this Section 5.11, “ |
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