Foot Locker (FL)

      (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 at the end of this Section 5.15, 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 (1) for all Fiscal Years until and including Fiscal Year 2007, 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), (2) for Fiscal Year 2008, $90,000,000 and (3) for each Fiscal Year thereafter, $100,000,000; and

      (iii) the Company may, subject to the proviso at the end of this Section 5.15, repurchase shares of its capital stock so long as the aggregate amount expended pursuant to this clause (iii) after March 7, 2007 and during the term of this Agreement does not exceed $300,000,000;