July 1, 1997
The Gap, Inc. and
the LC Subsidiaries
referred to in the Credit
Agreement as defined below
Re: Credit Agreement dated as of August 1, 1995
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of
August 1, 1995, among The Gap, Inc., a Delaware corporation (the "Borrower"),
the LC Subsidiaries parties thereto, the Lenders parties thereto, Citibank,
N.A. ("Citibank"), as Issuing Bank, and Citicorp USA Inc. ("CUSA"), as Agent
for the Issuing Bank and the Lenders, as amended by the Amendment to Credit
Agreement, dated as of June 3, 1996 (such credit agreement, as so amended,
being referred to herein as the "Credit Agreement"; terms defined therein and
not otherwise defined herein being used herein as therein defined).
1. The Borrower and LC Subsidiaries wish to terminate in full
the A Commitments and LC Commitments on the date hereof and to pay all fees
and other amounts accrued as of the date hereof and payable under Sections
2.04 and 3.05 of the Credit Agreement. The parties hereto confirm that on the
date hereof there are no A Advances or B Advances outstanding.
2. On the date hereof, (i) the amount of fees accrued and
payable under Section 2.04(a) of the Credit Agreement (relating to facility
fees) is $38,219.18, (ii) the amount of fees accrued and payable under Section
2.04(b) of the Credit Agreement (relating to utilization fees payable) is
$0.00, (iii) the amount of fees accrued and payable under Section 2.04(c) of
the Credit Agreement (relating to commitment fees payable in relation to the
Borrower's Consolidated Fixed Charge Coverage Ratio) is $0.00, (iv) the amount
accrued and payable under Section 2.04(d) of the Credit Agreement (relating to
additional interest payable in relation to the Borrower's Consolidated Fixed
Charge Coverage Ratio) is $0.00, (v) the amount accrued and payable to the
Agent pursuant to Section 1 of that certain fee letter dated as of February 1,
1996 relating to the Agent's fees is $30,000, (vi) the amount accrued and
payable under Section 3.05(a) of the Credit Agreement (relating to Letter of
Credit facility fees) is $53,506.85 and (vii) the amount accrued and payable
under Section 3.05(b) of the Credit Agreement (relating to the Issuing Bank's
fees) is $0.00 (the amounts referred to in this paragraph 2 being the "Payoff
Amounts").
3. The A Commitments and LC Commitments are and shall be
deemed terminated in full as of the date hereof and the Lenders, Issuing Bank
and Agent shall have no further obligations to the Borrower or LC Subsidiaries
under the Credit Agreement. Subject to (i) receipt by the Agent and the
Issuing Bank, in immediately available funds, of the amounts comprising the
Payoff Amounts and (ii) the satisfaction of the conditions specified in
Section 5.01 of the Credit Agreement, dated as of July 1, 1997, among the
Borrower, certain subsidiaries of the Borrower, the banks and other financial
institutions party thereto, Citibank, as issuing bank, and CUSA, as agent for
the banks and issuing bank (the "364-Day Credit Agreement") and Section 4.01
of the Credit Agreement, dated as of July 1, 1997, among the Borrower, the
banks and other financial institutions party thereto, and CUSA, as agent for
the banks (the "Five-Year Credit Agreement" and, together with the 364-Day
Credit Agreement, the "New Credit Agreements"), and to the effectiveness of
such New Credit Agreements, including, without limitation, Section 3.10 of the
364-Day Credit Agreement, all Obligations of the Borrower and LC Subsidiaries
under the Credit Agreement shall be deemed satisfied in full, except for any
Obligations that the terms of the Credit Agreement provide shall survive the
payment of the Obligations and the Revolver Termination Date or LC Termination
Date, any and all of which shall continue to survive on the terms of the
Credit Agreement.
4. This letter agreement may be signed in any number of
counterparts each of which shall represent one signed original of this letter
agreement.
Very truly yours,
CITICORP USA INC., as Agent for the
Lenders and Issuing Bank
By /s/ Xxxxxxxx Xxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President
Acknowledged and Agreed
THE GAP, INC.
By /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
THE LC SUBSIDIARIES:
BANANA REPUBLIC, INC.
By /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
GPS (GREAT BRITAIN) LIMITED
By /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Director
GAP (CANADA) INC.
By /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
GAP INTERNATIONAL SOURCING LIMITED
By /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Director
GAP INTERNATIONAL SOURCING PTE. LTD.
By /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Director
GAP (JAPAN) K.K.
By /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Director
