8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported)

May 18, 2007

THE GAP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-7562	94-1697231
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Folsom Street San Francisco, California	94105
(Address of principal executive offices)	(Zip Code)

(650) 952-4400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On May 18, 2007, we amended the following agreements:

• The $750 million revolving credit facility, dated as of August 30, 2004, that we previously entered into with the financial institutions named therein (filed with the Securities and Exchange Commission on Form 8-K on September 2, 2004) (the “Credit Agreement”). The Credit Agreement was amended primarily to (1) decrease the principal amount available thereunder from $750 million to $500 million, and (2) extend its scheduled termination date from August 30, 2009 to August 30, 2012. A copy of Amendment No. 1 to the Credit Agreement is attached hereto as Exhibit 10.1;

• The $125 million 3-Year Letter of Credit Agreements, dated as of May 6, 2005, that we previously entered into with each of Citibank, N.A. and HSBC Bank USA, National Association (filed with the Securities and Exchange Commission on Form 8-K on May 11, 2005). These two $125 million 3-Year Letter of Credit Agreements were amended primarily to extend the scheduled termination date from May 6, 2008 to May 18, 2010. Copies of the Letter Amendments to the 3-Year Letter of Credit Agreements with each of Citibank, N.A. and HSBC Bank USA, National Association are attached hereto as Exhibit 10.2 and 10.3, respectively; and

• The $125 million 3-Year Letter of Credit Agreements, dated as of May 6, 2005, that we previously entered into with each of Bank of America, N.A. and JPMorgan Chase Bank (filed with the Securities and Exchange Commission on Form 8-K on May 11, 2005). These two $125 million 3-Year Letter of Credit Agreements were amended primarily to terminate the parties’ respective obligations thereunder, subject to our satisfaction of any currently outstanding letters of credit issued thereunder. Copies of the Amendments to the 3-Year Letter of Credit Agreements with each of Bank of America, N.A. and JPMorgan Chase Bank are attached hereto as Exhibits 10.4 and 10.5, respectively.

Item 1.02 Termination of a Material Definitive Agreement.

Please see discussion above.

Item 9.01. Financial Statements and Exhibits

10.1	Amendment No. 1 to the Credit Agreement
10.2	Letter Amendment No. 1 to the 3-Year Letter of Credit Agreement with Citibank, N.A.
10.3	Letter Amendment No. 1 to the 3-Year Letter of Credit Agreement with HSBC Bank, USA, National Association
10.4	Amendment to 3-Year Letter of Credit Agreement with Bank of America, N.A.
10.5	Amendment to 3-Year Letter of Credit Agreement with JPMorgan Chase Bank

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE GAP, INC.
	(Registrant)
Date: May 24, 2007	By:	/s/ Byron H. Pollitt, Jr.
		Byron H. Pollitt, Jr.
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment No. 1 to the Credit Agreement
10.2	Letter Amendment No. 1 to the 3-Year Letter of Credit Agreement with Citibank, N.A.
10.3	Letter Amendment No. 1 to the 3-Year Letter of Credit Agreement with HSBC Bank USA, National Association
10.4	Amendment to 3-Year Letter of Credit Agreement with Bank of America, N.A.
10.5	Amendment to 3-Year Letter of Credit Agreement with JPMorgan Chase Bank

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO THE

CREDIT AGREEMENT

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.

PRELIMINARY STATEMENTS:

(1) The Borrower, the LC Subsidiaries, the Subsidiary Borrowers, the banks party thereto as issuing banks (the “Issuing Banks”), Citigroup Global Markets Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of America, N.A., HSBC Bank USA, National Association and JPMorgan Chase Bank, as Co-Syndication Agents, the Lenders and the Agent have entered into a Credit Agreement dated as of August 30, 2004, (the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2) The Borrower, the LC Subsidiaries, the Subsidiary Borrowers, the Issuing Banks, the Lenders and the Agent have agreed to amend the Credit Agreement as hereinafter set forth.

(3) The Lenders, the Issuing Banks and the Agent are, on the terms and conditions stated below, willing to grant the request of the Borrower, the LC Subsidiaries and the Subsidiary Borrowers, and the Borrower, the LC Subsidiaries and the Subsidiary Borrowers, the Lenders, the Issuing Banks and the Agent have agreed to amend the Credit Agreement as hereinafter set forth.

SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

(a) The definition of “Applicable Letter of Credit Fee” in Section 1.01 is amended in full to read as follows:

“ ‘Applicable Letter of Credit Fee’ means as of any date, a percentage per annum determined by reference to the applicable Performance Level in effect on such date as set forth below:

PERFORMANCE LEVEL	LEVEL 1		LEVEL 2		LEVEL 3		LEVEL 4		LEVEL 5		LEVEL 6
Applicable Letter of Credit Fee	.125	%	.150	%	.200	%	.250	%	.300	%	.350	%

(b) The definition of “Termination Date” in Section 1.01 is amended by deleting the date “August 30, 2009” therein and replacing it with the date “August 30, 2012”.

(c) Section 3.06(a) is amended by deleting the words “on the last day” therein and replacing them with the words “no later than 30 days after the last day”.

(d) Section 7.02(a)(vi) is amended by deleting the number “$1,600,000,000” therein and replacing it with the number “$750,000,000”.

(e) Section 7.04(c) is amended by deleting the words “or treasurer” therein and substituting therefor the words “, treasurer or assistant treasurer”.

(f) Schedule I-A is replaced by Annex 1 hereto.

SECTION 2. Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received (a) counterparts of this Amendment executed by the Borrower, each LC Subsidiary, each Subsidiary Borrower, each Issuing Bank and all of the Lenders or, as to any of the Lenders or Issuing Banks, advice satisfactory to the Agent that such Lender or Issuing Bank has executed this Amendment;

(b) all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender:

(i) to the extent needed, an updated certificate of the Secretary or an Assistant Secretary of each domestic Loan Party certifying the names and true signatures of the officers authorized to sign this Amendment and the other documents to be delivered hereunder,

(ii) certified copies of the resolutions of the board of directors (or persons performing similar functions) of each domestic Loan Party authorizing the transactions contemplated by this Amendment,

(iii) a favorable opinion of General Counsel or Associate General Counsel to the Loan Parties, in substantially the form of the respective opinion delivered in connection with the Credit Agreement, and as to such other matters as any Lender through the Agent may reasonably request,

(iv) a favorable opinion of Orrick, Herrington & Sutcliffe LLP, special New York counsel to the Loan Parties, in substantially the form of the respective opinion delivered in connection with the Credit Agreement and as to such other matters as any Lender through the Agent may reasonably request, and

(v) a favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent; and

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(c) on behalf of each Lender that has delivered an executed copy of this Amendment to the Agent no later than 5:00 p.m. (New York City time) on May 18, 2007, a fee from the Borrower equal to 0.025% of the Commitment of such Lender as set forth on Annex I hereto; and

(d) no later than 120 days following the satisfaction of the conditions in subclauses (a), (b) and (c) above, certified copies of the resolutions of the board of directors (or persons performing similar functions) of each Loan Party which is a Foreign Subsidiary authorizing the transactions contemplated by this Amendment; provided, however, the compliance with the conditions in this clause (d) shall constitute a condition subsequent, but not a condition precedent, to this Amendment which is subject to the satisfaction of clauses (a), (b) and (c) above.

SECTION 3. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:

(a) Corporate Status. Each Loan Party is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and possesses all powers (corporate or otherwise) and all other authorizations and licenses necessary to carry on its business, except where the failure to so possess would not have a Material Adverse Effect.

(b) Corporate Authority; Non-Contravention. The execution, delivery and performance by each Loan Party of this Amendment and the consummation of the transactions contemplated hereby are within such Loan Party’s respective powers (corporate or otherwise), have been duly authorized by all necessary action (corporate or otherwise), and do not (i) contravene such Loan Party’s Constitutive Documents, (ii) violate any Requirements of Law, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any material contract, loan agreement, indenture, mortgage, deed of trust, lease or other material instrument binding on or affecting any Loan Party or any of its properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party. No Loan Party is in violation of any such Requirements of Law or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which would be reasonably likely to have a Material Adverse Effect.

(c) Authorization. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by any Loan Party of this Amendment.

(d) Binding Effect. Each of this Amendment and the Credit Agreement, as amended by this Amendment, is the legal, valid and binding obligation of each Loan Party enforceable against such Loan Party in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of whether considered in a proceeding in equity or at law).

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(e) Litigation. There is no pending or, to the Borrower’s knowledge, threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, (i) which has a reasonable probability (taking into account the exhaustion of all appeals and the assertion of all defenses) of having a Material Adverse Effect or (ii) which purports to affect the legality, validity or enforceability of this Amendment.

(f) Financial Statements. The Consolidated balance sheets of the Borrower and its Subsidiaries as of February 3, 2007, and the related Consolidated statements of income and retained earnings of the Borrower and its Subsidiaries for the Fiscal Year then ended, certified by Deloitte & Touche LLP, copies of which have been furnished to each Lender Party, fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied.

(g) Material Adverse Change. Since February 3, 2007, there has been no Material Adverse Change.

SECTION 4. Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b) The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand all reasonable and documented costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Agent).

SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

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SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

THE BORROWER
THE GAP, INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
THE LC SUBSIDIARIES
BANANA REPUBLIC, LLC
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
GPS CONSUMER DIRECT, INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
GAP (CANADA) INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer

Signature Page

Amendment No. 1 to the Credit Agreement

GAP (FRANCE) S.A.S.
By	/s/ Lisa D. Mertens
Name:	Lisa D. Mertens
Title:	President
GAP (JAPAN) K.K.
By	/s/ Thomas J. Lima
Name:	Thomas J. Lima
Title:	Director
GAP (NETHERLANDS) B.V.
By	/s/ Lisa D. Mertens
Name:	Lisa D. Mertens
Title:	Director
GPS (GREAT BRITAIN) LIMITED
By	/s/ Byron H. Pollitt, Jr.
Name:	Byron H. Pollitt, Jr.
Title:	Director
OLD NAVY (CANADA) INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer

Signature Page

Amendment No. 1 to the Credit Agreement

SUBSIDIARY BORROWERS
GAP (CANADA) INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
GAP (FRANCE) S.A.S.
By	/s/ Lisa D. Mertens
Name:	Lisa D. Mertens
Title:	President
GAP (JAPAN) K.K.
By	/s/ Thomas J. Lima
Name:	Thomas J. Lima
Title:	Director
GAP (NETHERLANDS) B.V.
By	/s/ Lisa D. Mertens
Name:	Lisa D. Mertens
Title:	Director
GPS (GREAT BRITAIN) LIMITED
By	/s/ Byron H. Pollitt, Jr.
Name:	Byron H. Pollitt, Jr.
Title:	Director

Signature Page

Amendment No. 1 to the Credit Agreement

OLD NAVY (CANADA) INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer

Signature Page

Amendment No. 1 to the Credit Agreement

THE AGENT:
CITICORP USA, INC.
By	/s/ Marc Merlino
Name:	Marc Merlino
Title:	Managing Director and V.P.

Signature Page

Amendment No. 1 to the Credit Agreement

THE LENDERS
CITICORP USA, INC.
By	/s/ Marc Merlino
Name:	Marc Merlino
Title:	Managing Director and V.P.
BANK OF AMERICA, N.A.
By	/s/ Thomas J. Kane
Name:	Thomas J. Kane
Title:	Senior Vice President
HSBC BANK USA, NATIONAL ASSOCIATION
By	/s/ Jeremy Bollington
Name:	Jeremy Bollington
Title:	Managing Director
THE BANK OF NOVA SCOTIA
By	/s/ Mark Sparrow
Name:	Mark Sparrow
Title:	Director
GOLDMAN SACHS CREDIT PARTNERS L.P.
By	/s/ Mark Walton
Name:	Mark Walton
Title:	Authorized Signatory

Signature Page

Amendment No. 1 to the Credit Agreement

U.S. BANK NATIONAL ASSOCIATION
By	/s/ Conan Schleicher
Name:	Conan Schleicher
Title:	Vice President
WELLS FARGO BANK, N.A.
By	/s/ Gavin S. Holles
Name:	Gavin S. Holles
Title:	Vice President
WACHOVIA NATIONAL ASSOCIATION
By	/s/ Susan T. Gallagher
Name:	Susan T. Gallagher
Title:	Vice President
THE FIFTH THIRD BANK
By	/s/ Gary S. Losey
Name:	Gary S. Losey
Title:	Vice President

Signature Page

Amendment No. 1 to the Credit Agreement

THE ISSUING BANKS:
CITIBANK, N.A.
By	/s/ Marc Merlino
Name:	Marc Merlino
Title:	Managing Director and V.P.
BANK OF AMERICA, N.A.
By	/s/ Thomas J. Kane
Name:	Thomas J. Kane
Title:	Senior Vice President
HSBC BANK USA, NATIONAL ASSOCIATION
By	/s/ Jeremy Bollington
Name:	Jeremy Bollington
Title:	Managing Director
JPMORGAN CHASE BANK
By	/s/ Barry Bergman
Name:	Barry Bergman
Title:	Managing Director

Signature Page

Amendment No. 1 to the Credit Agreement

SWING LINE LENDERS:
CITIBANK, N.A.
By	/s/ Marc Merlino
Name:	Marc Merlino
Title:	Managing Director and V.P.
BANK OF AMERICA, N.A.
By	/s/ Thomas J. Kane
Name:	Thomas J. Kane
Title:	Senior Vice President
HSBC BANK USA, NATIONAL ASSOCIATION
By	/s/ Jeremy Bollington
Name:	Jeremy Bollington
Title:	Managing Director
JPMORGAN CHASE BANK
By	/s/ Barry Bergman
Name:	Barry Bergman
Title:	Managing Director
BANK OF NOVA SCOTIA
By	/s/ Mark Sparrow
Name:	Mark Sparrow
Title:	Director

Signature Page

Amendment No. 1 to the Credit Agreement

ANNEX I

SCHEDULE I-A

COMMITMENT AMOUNTS

Entity	Commitment		Issuing Commitment
Citicorp USA, Inc.	$	75,000,000.00		N/A
Bank of America, N.A.	$	75,000,000.00	$	125,000,000.00
HSBC Bank USA, National Association	$	75,000,000.00	$	125,000,000.00
JPMorgan Chase Bank	$	75,000,000.00	$	125,000,000.00
The Bank of Nova Scotia	$	40,000,000.00		N/A
William Street Commitment Corporation	$	40,000,000.00		N/A
U.S. Bank National Association	$	40,000,000.00		N/A
Wells Fargo Bank, N.A.	$	40,000,000.00		N/A
Wachovia Bank, National Association	$	20,000,000.00		N/A
Fifth Third Bank	$	20,000,000.00		N/A
Citibank, N.A.		N/A	$	125,000,000.00
Total	$	500,000,000.00	$	500,000,000.00

Signature Page

Amendment No. 1 to the Credit Agreement

EX-10.2

Exhibit 10.2

LETTER AMENDMENT NO. 1

Dated as of May 18, 2007

Citicorp USA Inc.

One Sansome Street

San Francisco, CA 94105

Attention: Carolyn Wendler

Ladies and Gentlemen:

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.

It is hereby agreed by you and us that the Letter of Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended as follows:

(a) The definition of “Termination Date” in Section 1.01 is hereby amended to read in its entirety as follows:

“ ‘Termination Date’ means the first to occur of (i) the third anniversary of the date of Amendment No. 1, (ii) the date the LC Issuer receives irrevocable written notice from the Company of the termination of its right to request Letters of Credit hereunder, or (iii) the date the obligation of the LC Issuer to issue Letters of Credit is terminated pursuant to Section 7.01 hereof.”

(b) Section 1.01 is amended by adding in appropriate alphabetical order the following definition:

“ ‘Amendment No. 1’ means the Letter Amendment No. 1 dated as of May 18, 2007 to this Agreement.”

(c) Section 2.05(ii) is amended by deleting the words “on the last day” therein and replacing them with the words “no later than 30 days after the last day”.

(d) Section 2.16 is amended in full to read as follows:

“SECTION 2.16 LC Subsidiaries. Any Subsidiary of the Company not an LC Subsidiary on the date hereof may become an ‘LC Subsidiary’ hereunder by delivering to the LC Issuer, an agreement, in form and substance reasonably satisfactory to the LC Issuer, wherein such Subsidiary agrees to be bound by all terms and provisions of this Agreement relating to Letters of Credit

to be issued for the account of such Subsidiary and delivers a written consent of the Company assenting to the inclusion of such Subsidiary as an ‘LC Subsidiary’ hereunder, provided, that, no Subsidiary shall become an ‘LC Subsidiary’ until the LC Issuer shall have notified the Company in writing that such agreement and consent are in form and substance satisfactory to the LC Issuer.”

(e) Article II is amended by adding to the end thereof a new Section 2.17, to read as follows:

“Section 2.17 Extension of Termination Date. (a) At least 45 days but not more than 60 days prior to each of the first and second anniversary of the date of Amendment No. 1, the Company, by written notice to the LC Issuer, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration date. The LC Issuer, in its sole discretion, not later than 30 days prior to such anniversary date, shall notify the Company in writing as to whether it will consent to such extension. If the LC Issuer shall fail to notify the Company in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to such anniversary date, the LC Issuer shall be deemed not to have consented.

(b) If the LC Issuer consents in writing to any such request in accordance with subsection (a) of this Section 2.17, the Termination Date in effect at such time shall, effective as at such anniversary date (the ‘Extension Date’), be extended for one year; provided that on each Extension Date the applicable conditions set forth in clauses (a) and (b) of Section 4.02 shall be satisfied. It is understood and agreed that the LC Issuer shall have no obligation whatsoever to agree to any request made by the Company for any requested extension of the Termination Date.”

(f) Section 4.02 is amended in full to read as follows:

“SECTION 4.02 Conditions Precedent to Each Issuance and Termination Date Extension. The obligation of the LC Issuer to Issue each Letter of Credit (including the initial Letter of Credit) and to each extension of the Termination Date shall be subject to the further conditions precedent that on the date of such Issuance or extension the following statements shall be true (and each request for Issuance or extension by the Company or an LC Subsidiary shall constitute a representation and warranty by the Company or such LC Subsidiary that on the date of such Issuance or extension such statements are true):

(a) The representations and warranties contained in Section 5.01 hereof (except the representations and warranties contained in Sections 5.01(f) and 5.01(g) hereof) are true and correct in all material respects on and as of the date of such Issuance or extension, before and after giving effect to such Issuance or extension, and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty is stated to relate to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date;

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(b) No event has occurred and is continuing, or would result from such Issuance or extension or from the application of the proceeds from such Issuance, which constitutes an Event of Default or Default; and

(c) The Issuance of such Letter of Credit will be in compliance with the criteria set forth in Section 2.01(a) and (b) and Section 2.10(b) hereof, as the case may be.”

(g) Section 6.04(c) is amended by deleting the words “or treasurer” therein and substituting therefor the words “, treasurer or assistant treasurer”.

This Letter Amendment shall become effective as of the date first above written when, and only when, you shall have received counterparts of this Letter Amendment executed by the undersigned and a written consent, in form and substance reasonably satisfactory to you, from the respective letter of credit issuing bank under each Other LC Facility outstanding on the date hereof.

On and after the effectiveness of this Letter Amendment, each reference in the Letter of Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Letter of Credit Agreement, shall mean and be a reference to the Letter of Credit Agreement, as amended by this Letter Amendment.

The Letter of Credit Agreement, as specifically amended by this Letter Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the LC Issuer under the Letter of Credit Agreement, nor constitute a waiver of any provision of the Letter of Credit Agreement.

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least two counterparts of this Letter Amendment to Steven E. Sherman, Shearman & Sterling LLP, 525 Market Street, 15^th Floor, San Francisco, California 94105, fax: 415-616-1199.

This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment.

[Remainder of Page Intentionally Left Blank]

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This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,
THE GAP, INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
BANANA REPUBLIC, LLC
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
GAP (CANADA) INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
GAP (FRANCE) S.A.S.
By	/s/ Lisa D. Mertens
Name:	Lisa D. Mertens
Title:	President
GAP (JAPAN) K.K.
By	/s/ Thomas J. Lima
Name:	Thomas J. Lima
Title:	Director
GAP (NETHERLANDS) B.V.
By	/s/ Lisa D. Mertens
Name:	Lisa D. Mertens
Title:	Director

[Signature page to Letter Amendment No. 1]

GPS CONSUMER DIRECT, INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
GPS (GREAT BRITAIN) LIMITED
By	/s/ Byron H. Pollitt, Jr.
Name:	Byron H. Pollitt, Jr.
Title:	Director
OLD NAVY (CANADA) INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
FORTH & TOWNE LLC
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer

Agreed as of the date first above written:

CITIBANK, N.A.
By	/s/ Peter Kettle
Name:	Peter Kettle
Title:	Authorized Signatory

[Signature page to Letter Amendment No. 1]

EX-10.3

Exhibit 10.3

LETTER AMENDMENT NO. 1

Dated as of May 18, 2007

HSBC Bank USA, National Association

452 Fifth Avenue, 5th Floor

New York, NY 10018

Attention: Jeremy Bollington, Managing Director

Ladies and Gentlemen:

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.

It is hereby agreed by you and us that the Letter of Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended as follows:

(a) The definition of “Termination Date” in Section 1.01 is hereby amended to read in its entirety as follows:

“ ‘Termination Date’ means the first to occur of (i) the third anniversary of the date of Amendment No. 1, (ii) the date the LC Issuer receives irrevocable written notice from the Company of the termination of its right to request Letters of Credit hereunder, or (iii) the date the obligation of the LC Issuer to issue Letters of Credit is terminated pursuant to Section 7.01 hereof.”

(b) Section 1.01 is amended by adding in appropriate alphabetical order the following definition:

“ ‘Amendment No. 1’ means the Letter Amendment No. 1 dated as of May 18, 2007 to this Agreement.”

(c) Section 2.05(ii) is amended by deleting the words “on the last day” therein and replacing them with the words “no later than 30 days after the last day”.

(d) Section 2.16 is amended in full to read as follows:

“SECTION 2.16 LC Subsidiaries. Any Subsidiary of the Company not an LC Subsidiary on the date hereof may become an ‘LC Subsidiary’ hereunder by delivering to the LC Issuer, an agreement, in form and substance reasonably satisfactory to the LC Issuer, wherein such Subsidiary agrees to be

bound by all terms and provisions of this Agreement relating to Letters of Credit to be issued for the account of such Subsidiary and delivers a written consent of the Company assenting to the inclusion of such Subsidiary as an ‘LC Subsidiary’ hereunder, provided, that, no Subsidiary shall become an ‘LC Subsidiary’ until the LC Issuer shall have notified the Company in writing that such agreement and consent are in form and substance satisfactory to the LC Issuer.”

(e) Article II is amended by adding to the end thereof a new Section 2.17, to read as follows:

“Section 2.17 Extension of Termination Date. (a) At least 45 days but not more than 60 days prior to each of the first and second anniversary of the date of Amendment No. 1, the Company, by written notice to the LC Issuer, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration date. The LC Issuer, in its sole discretion, not later than 30 days prior to such anniversary date, shall notify the Company in writing as to whether it will consent to such extension. If the LC Issuer shall fail to notify the Company in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to such anniversary date, the LC Issuer shall be deemed not to have consented.

(b) If the LC Issuer consents in writing to any such request in accordance with subsection (a) of this Section 2.17, the Termination Date in effect at such time shall, effective as at such anniversary date (the ‘Extension Date’), be extended for one year; provided that on each Extension Date the applicable conditions set forth in clauses (a) and (b) of Section 4.02 shall be satisfied. It is understood and agreed that the LC Issuer shall have no obligation whatsoever to agree to any request made by the Company for any requested extension of the Termination Date.”

(f) Section 4.02 is amended in full to read as follows:

“SECTION 4.02 Conditions Precedent to Each Issuance and Termination Date Extension. The obligation of the LC Issuer to Issue each Letter of Credit (including the initial Letter of Credit) and to each extension of the Termination Date shall be subject to the further conditions precedent that on the date of such Issuance or extension the following statements shall be true (and each request for Issuance or extension by the Company or an LC Subsidiary shall constitute a representation and warranty by the Company or such LC Subsidiary that on the date of such Issuance or extension such statements are true):

(a) The representations and warranties contained in Section 5.01 hereof (except the representations and warranties contained in Sections 5.01(f) and 5.01(g) hereof) are true and correct in all material respects on and as of the date of such Issuance or extension, before and after giving effect to such Issuance or extension, and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty is stated to relate to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date;

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(b) No event has occurred and is continuing, or would result from such Issuance or extension or from the application of the proceeds from such Issuance, which constitutes an Event of Default or Default; and

(c) The Issuance of such Letter of Credit will be in compliance with the criteria set forth in Section 2.01(a) and (b) and Section 2.10(b) hereof, as the case may be.”

(g) Section 6.04(c) is amended by deleting the words “or treasurer” therein and substituting therefor the words “, treasurer or assistant treasurer”.

This Letter Amendment shall become effective as of the date first above written when, and only when, you shall have received counterparts of this Letter Amendment executed by the undersigned and a written consent, in form and substance reasonably satisfactory to you, from the respective letter of credit issuing bank under each Other LC Facility outstanding on the date hereof.

On and after the effectiveness of this Letter Amendment, each reference in the Letter of Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Letter of Credit Agreement, shall mean and be a reference to the Letter of Credit Agreement, as amended by this Letter Amendment.

The Letter of Credit Agreement, as specifically amended by this Letter Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the LC Issuer under the Letter of Credit Agreement, nor constitute a waiver of any provision of the Letter of Credit Agreement.

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least two counterparts of this Letter Amendment to Steven E. Sherman, Shearman & Sterling LLP, 525 Market Street, 15^th Floor, San Francisco, California 94105, fax: 415-616-1199.

This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment.

[Remainder of Page Intentionally Left Blank]

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This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,
THE GAP, INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
BANANA REPUBLIC, LLC
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
GAP (CANADA) INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
GAP (FRANCE) S.A.S.
By	/s/ Lisa D. Mertens
Name:	Lisa D. Mertens
Title:	President
GAP (JAPAN) K.K.
By	/s/ Thomas J. Lima
Name:	Thomas J. Lima
Title:	Director
GAP (NETHERLANDS) B.V.
By	/s/ Lisa D. Mertens
Name:	Lisa D. Mertens
Title:	Director

GPS CONSUMER DIRECT, INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
GPS (GREAT BRITAIN) LIMITED
By	/s/ Byron H. Pollitt, Jr.
Name:	Byron H. Pollitt, Jr.
Title:	Director
OLD NAVY (CANADA) INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
FORTH & TOWNE LLC
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer

Agreed as of the date first above written:

HSBC BANK USA, NATIONAL ASSOCIATION
By	/s/ Jeremy Bollington
Name:	Jeremy Bollington
Title:	Managing Director

EX-10.4

Exhibit 10.4

AMENDMENT TO 3-YEAR LETTER OF CREDIT AGREEMENT

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”).

RECITALS

A. The Company, the LC Subsidiaries and the LC Issuer are parties to a 3-Year Letter of Credit Agreement, dated as of May 6, 2005 (the “Agreement”), providing for the issuance by the LC Issuer of Letters of Credit (as therein defined) for the account of the Company and the LC Subsidiaries.

B. As of the date hereof, certain Letters of Credit remain outstanding and undrawn.

C. The Company and the LC Subsidiaries wish to amend the Agreement to terminate the obligation of the LC Issuer to issue further Letters of Credit and to provide that Letters of Credit issued and outstanding as of the date hereof need not be cash collateralized on the Termination Date in accordance with the existing terms and provisions of the Agreement.

D. The LC Issuer is willing to make such amendment, on the terms and subject to the conditions of this Amendment.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to them in the Agreement.

2. Amendments to Agreement.

(a) Section 1.01 of the Agreement is hereby amended by deleting therefrom the definition of “Termination Date” and substituting therefor the following:

“‘Termination Date’ means May 18, 2007.”

(b) Section 2.01 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.01 Letters of Credit. The LC Issuer has, on the terms and conditions set forth herein, Issued for the account of the Company and one or more LC Subsidiaries, certain Letters of Credit that remain outstanding and undrawn as of the date of the First Amendment hereto.”

(c) Section 2.02 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.02 [Intentionally Omitted]”

(d) Section 2.03 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.03 [Intentionally Omitted]”

(e) Section 2.05 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.05 Letter of Credit Facility Fees. The Company hereby agrees to pay to the LC Issuer a letter of credit facility fee at a rate per annum equal to the Applicable Margin in effect from time to time on the Facility Amount in effect from time to time (regardless of the actual or deemed usage thereof) for the period from the date hereof until the Termination Date, payable quarterly in arrears on the last day of January, April, July and October and on the Termination Date.”

(f) Section 2.09 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.09 [Intentionally Omitted]”

(g) Section 2.10 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.10 [Intentionally Omitted]”

(h) Section 2.15 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.15 [Intentionally Omitted]”

(i) Section 2.16 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.16 [Intentionally Omitted]”

(j) Article IV of the Agreement is hereby amended by deleting such Article in its entirety and replacing it with the following:

“ARTICLE IV

[Intentionally Omitted]”

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(k) Article V of the Agreement is hereby amended by deleting such Article in its entirety and replacing it with the following:

“ARTICLE V

[Intentionally Omitted]”

(l) Article VI of the Agreement is hereby amended by deleting such Article in its entirety and replacing it with the following:

“ARTICLE VI

[Intentionally Omitted]”

(m) Section 7.01 the Agreement is hereby amended by deleting from such Section the text of paragraphs (b), (c), and (i) thereof and replacing such text, in each case, with the following: “[Intentionally Omitted]”

3. Effective Date. This Amendment will become effective as of the date first written above when the LC Issuer shall have received (a) duly executed counterparts hereof from the Company, each LC Subsidiary and the LC Issuer and (b) a payment in immediately available funds of the letter of credit facility fee under Section 2.05 of the Agreement accrued through the Termination Date (as such term is amended hereby).

4. Miscellaneous.

(a) Except as herein expressly amended, all terms, covenants and provisions of the Agreement are and shall remain in full force and effect and all references to the Agreement contained therein shall henceforth refer to the Agreement as amended by this Amendment. This Amendment shall be deemed incorporated into, and a part of, the Agreement.

(b) This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No third party beneficiaries are intended in connection with this Amendment.

(c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(d) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Each of the parties hereto understands and agrees that this document may be delivered by any party hereto either in the form of an executed original or an executed original sent by facsimile transmission to be followed promptly by mailing of a hard copy original, and that receipt by the LC Issuer of a facsimile transmitted document purportedly bearing the signature of the Company or an LC Subsidiary shall bind the Company or such LC Subsidiary, as the case may be, with the same force and effect as the delivery of a hard copy original. Any failure by the LC Issuer to receive the hard copy executed original of such document shall not diminish the binding effect of receipt of the facsimile transmitted executed original of such document which hard copy page was not received by the LC Issuer, and the Issuer is hereby authorized to make sufficient photocopies thereof to assemble complete counterpart documents.

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(e) If any term or provision of this Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Amendment or the Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.

THE GAP, INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
BANANA REPUBLIC, LLC
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
GAP (CANADA) INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
GAP (FRANCE) S.A.S.
By	/s/ Lisa D. Mertens
Name:	Lisa D. Mertens
Title:	President
GAP (JAPAN) K.K.
By	/s/ Thomas J. Lima
Name:	Thomas J. Lima
Title:	Director
GAP (NETHERLANDS) B.V.
By	/s/ Lisa D. Mertens
Name:	Lisa D. Mertens
Title:	Director

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GPS CONSUMER DIRECT, INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
GPS (GREAT BRITAIN) LIMITED
By	/s/ Byron H. Pollitt, Jr.
Name:	Byron H. Pollitt, Jr.
Title:	Director
OLD NAVY (CANADA) INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
FORTH & TOWNE LLC
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
BANK OF AMERICA, N.A.
By	/s/ Thomas J. Kane
Name:	Thomas J. Kane
Title:	Senior Vice President

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EX-10.5

Exhibit 10.5

AMENDMENT TO 3-YEAR LETTER OF CREDIT AGREEMENT

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 JPMORGAN CHASE BANK. (the “LC Issuer”).

RECITALS

A. The Company, the LC Subsidiaries and the LC Issuer are parties to a 3-Year Letter of Credit Agreement, dated as of May 6, 2005 (the “Agreement”), providing for the issuance by the LC Issuer of Letters of Credit (as therein defined) for the account of the Company and the LC Subsidiaries.

B. As of the date hereof, certain Letters of Credit remain outstanding and undrawn.

C. The Company and the LC Subsidiaries wish to amend the Agreement to terminate the obligation of the LC Issuer to issue further Letters of Credit and to provide that Letters of Credit issued and outstanding as of the date hereof need not be cash collateralized on the Termination Date in accordance with the existing terms and provisions of the Agreement.

D. The LC Issuer is willing to make such amendment, on the terms and subject to the conditions of this Amendment.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to them in the Agreement.

2. Amendments to Agreement.

(a) Section 1.01 of the Agreement is hereby amended by deleting therefrom the definition of “Termination Date” and substituting therefor the following:

“‘Termination Date’ means May 18, 2007.”

(b) Section 2.01 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.01 Letters of Credit. The LC Issuer has, on the terms and conditions set forth herein, Issued for the account of the Company and one or more LC Subsidiaries, certain Letters of Credit that remain outstanding and undrawn as of the date of the First Amendment hereto.”

(c) Section 2.02 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.02 [Intentionally Omitted]”

(d) Section 2.03 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.03 [Intentionally Omitted]”

(e) Section 2.05 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.05 Letter of Credit Facility Fees. The Company hereby agrees to pay to the LC Issuer a letter of credit facility fee at a rate per annum equal to the Applicable Margin in effect from time to time on the Facility Amount in effect from time to time (regardless of the actual or deemed usage thereof) for the period from the date hereof until the Termination Date, payable quarterly in arrears on the last day of January, April, July and October and on the Termination Date.”

(f) Section 2.09 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.09 [Intentionally Omitted]”

(g) Section 2.10 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.10 [Intentionally Omitted]”

(h) Section 2.15 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.15 [Intentionally Omitted]”

(i) Section 2.16 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“SECTION 2.16 [Intentionally Omitted]”

(j) Article IV of the Agreement is hereby amended by deleting such Article in its entirety and replacing it with the following:

“ARTICLE IV

[Intentionally Omitted]”

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(k) Article V of the Agreement is hereby amended by deleting such Article in its entirety and replacing it with the following:

“ARTICLE V

[Intentionally Omitted]”

(l) Article VI of the Agreement is hereby amended by deleting such Article in its entirety and replacing it with the following:

“ARTICLE VI

[Intentionally Omitted]”

(m) Section 7.01 the Agreement is hereby amended by deleting from such Section the text of paragraphs (b), (c), and (i) thereof and replacing such text, in each case, with the following: “[Intentionally Omitted]”

3. Effective Date. This Amendment will become effective as of the date first written above when the LC Issuer shall have received (a) duly executed counterparts hereof from the Company, each LC Subsidiary and the LC Issuer and (b) a payment in immediately available funds of the letter of credit facility fee under Section 2.05 of the Agreement accrued through the Termination Date (as such term is amended hereby).

4. Miscellaneous.

(a) Except as herein expressly amended, all terms, covenants and provisions of the Agreement are and shall remain in full force and effect and all references to the Agreement contained therein shall henceforth refer to the Agreement as amended by this Amendment. This Amendment shall be deemed incorporated into, and a part of, the Agreement.

(b) This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No third party beneficiaries are intended in connection with this Amendment.

(c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(d) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Each of the parties hereto understands and agrees that this document may be delivered by any party hereto either in the form of an executed original or an executed original sent by facsimile transmission to be followed promptly by mailing of a hard copy original, and that receipt by the LC Issuer of a facsimile transmitted document purportedly bearing the signature of the Company or an LC Subsidiary shall bind the Company or such LC Subsidiary, as the case may be, with the same force and effect as the delivery of a hard copy original. Any failure by the LC Issuer to receive the hard copy executed original of such document shall not diminish the binding effect of receipt of the facsimile transmitted executed original of such document which hard copy page was not received by the LC Issuer, and the Issuer is hereby authorized to make sufficient photocopies thereof to assemble complete counterpart documents.

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(e) If any term or provision of this Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Amendment or the Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.

THE GAP, INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
BANANA REPUBLIC, LLC
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
GAP (CANADA) INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
GAP (FRANCE) S.A.S.
By	/s/ Lisa D. Mertens
Name:	Lisa D. Mertens
Title:	President
GAP (JAPAN) K.K.
By	/s/ Thomas J. Lima
Name:	Thomas J. Lima
Title:	Director
GAP (NETHERLANDS) B.V.
By	/s/ Lisa D. Mertens
Name:	Lisa D. Mertens
Title:	Director

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GPS CONSUMER DIRECT, INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
GPS (GREAT BRITAIN) LIMITED
By	/s/ Byron H. Pollitt, Jr.
Name:	Byron H. Pollitt, Jr.
Title:	Director
OLD NAVY (CANADA) INC.
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
FORTH & TOWNE LLC
By	/s/ Sabrina Simmons
Name:	Sabrina Simmons
Title:	Senior Vice President – Finance and Treasurer
JPMORGAN CHASE BANK
By	/s/ Barry Bergman
Name:	Barry Bergman
Title:	Managing Director

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