Exhibit 99.1
AMENDMENT NO. 4 TO RIGHTS AGREEMENT
This AMENDMENT NO. 4, dated as of November 19, 2003, is
between FOOT LOCKER, INC., a New York corporation (the "Company"), having its
principal office at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and THE BANK
OF NEW YORK, as successor Rights Agent ("BNY"), having its principal office at
Xxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WHEREAS, on January 16, 2002 the Board of Directors of the
Company authorized the appointment of BNY as successor transfer agent and
registrar to EquiServe Trust Company, N.A. ("EquiServe"), effective March 18,
2002;
WHEREAS, on January 16, 2002 the Board of Directors of the
Company authorized the assignment to BNY of the Rights Agreement, in effect
between the Company and EquiServe dated as of March 11, 1998 and amended as of
May 28, 1999 (the "Rights Agreement"), and such assignment became effective as
of March 18, 2002;
WHEREAS, on November 19, 2003, the Board of Directors of the
Company resolved to direct, pursuant to Section 27 of the Rights Agreement, that
the Company and the Rights Agent enter into an amendment to the Rights
Agreement, the effect of which will be to accelerate the expiration date of the
Rights and the termination of the Rights Agreement to January 31, 2004.
NOW, THEREFORE, the Rights Agreement is hereby amended as
follows:
1. Section 7(a) of the Rights Agreement is hereby amended to add the
following final sentence: "Notwithstanding anything herein to the contrary, the
Expiration Date and Final Expiration Date will occur on January 31, 2004, unless
the Expiration Date shall have theretofore occurred."
2. A new Section 35 to the Rights Agreement is hereby added which
should read in its entirety: "Upon the occurrence of the Expiration Date and
Final Expiration Date on January 31, 2004, this Agreement and the Rights shall
terminate and be of no future legal force or effect."
3. This Amendment No. 4 shall be deemed effective as of November 19,
2003 as if executed by both parties hereto on such date. Except as amended
hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
4. This Amendment No. 4 shall be deemed to be a contract made under the
laws of the State of New York and for all purposes shall be governed by and
construed in accordance with the laws of such state applicable to contracts to
be made and performed entirely within such state. This Amendment No. 4 may be
executed in any number of counterparts, each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument. If any term, provision, covenant or
restriction of this Amendment No. 4 is held by a court of competent jurisdiction
or other authority to be invalid, illegal, or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Amendment No. 4 shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 4 to be duly executed as of the date and year first above written.
FOOT LOCKER, INC.
By:/s/ Xxxx X. Xxxxxx
-------------------------------------
Xxxx X. Xxxxxx
Senior Vice President,
General Counsel and Secretary
THE BANK OF NEW YORK, as
successor Rights Agent
By:/s/ Xxxxxx Xxxxxxx
-------------------------------------
Xxxxxx Xxxxxxx
Vice President
