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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
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