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
(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,