0001193125-07-122342 Sample Contracts

AMENDMENT TO 3-YEAR LETTER OF CREDIT AGREEMENT
Letter of Credit Agreement • May 24th, 2007 • Gap Inc • Retail-family clothing stores • New York

THIS AMENDMENT TO 3-YEAR LETTER OF CREDIT AGREEMENT, dated as of May 18, 2006 (this “Amendment”), is entered into by and among THE GAP, INC., a Delaware corporation (the “Company”), the LC Subsidiaries (as defined in the Agreement referred to below) and BANK OF AMERICA, N.A. (the “LC Issuer”).

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LETTER AMENDMENT NO. 1 Dated as of May 18, 2007
Gap Inc • May 24th, 2007 • Retail-family clothing stores • New York

We refer to the 3-Year Letter of Credit Agreement dated as of May 6, 2005 (such 3-Year Letter of Credit Agreement, the “Letter of Credit Agreement”) among the undersigned and you. Capitalized terms not otherwise defined in this Letter Amendment No. 1 (this “Letter Amendment”) have the same meanings as specified in the Letter of Credit Agreement.

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
Credit Agreement • May 24th, 2007 • Gap Inc • Retail-family clothing stores • New York

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of May 18, 2007, among The Gap, Inc., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower parties to the Credit Agreement (defined below) as the LC Subsidiaries (the “LC Subsidiaries”), the Subsidiaries of the Borrower parties to the Credit Agreement as the Subsidiary Borrowers (the “Subsidiary Borrowers”), the banks, financial institutions and other institutional lenders parties as lenders and swingline lenders to the Credit Agreement referred to below (collectively, the “Lenders”), the Issuing Banks (as hereinafter defined) and Citicorp USA, Inc., as agent (the “Agent”) for the Lenders.

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