LC Agreement among Subsidiaries and Chase – Gap

U.S. $125,000,000

3-YEAR LETTER OF CREDIT AGREEMENT

Dated as of May 6, 2005

among

THE GAP, INC.

as Company,

THE SUBSIDIARIES OF THE COMPANY NAMED HEREIN,

as LC Subsidiaries,

and

JPMORGAN CHASE BANK,

as LC Issuer

TABLE OF CONTENTS


		Page

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01	Certain Defined Terms	1

SECTION 1.02	Computation of Time Periods	14

SECTION 1.03	Accounting Terms	14

ARTICLE II

AMOUNTS AND TERMS OF LETTERS OF CREDIT

SECTION 2.01	Letters of Credit	14

SECTION 2.02	Limitation on Obligation to Issue Letters of Credit Denominated in Alternative Currencies	15

SECTION 2.03	Issuing the Letters of Credit	15

SECTION 2.04	Reimbursement Obligations	15

SECTION 2.05	Letter of Credit Facility Fees	16

SECTION 2.06	Indemnification; Nature of the LC Issuer153s Duties	16

SECTION 2.07	Increased Costs	17

SECTION 2.08	Uniform Customs and Practice	18

SECTION 2.09	Reductions in Facility Amount	18

SECTION 2.10	Existing Letters of Credit/Deemed Letters of Credit	18

SECTION 2.11	Currency Provisions.	19

SECTION 2.12	Company Guaranty.	20

SECTION 2.13	Dollar Payment Obligation	22

SECTION 2.14	Applications; Survival of Provisions	22

SECTION 2.15	Letters of Credit Outstanding on Termination Date	23


SECTION 2.16	LC Subsidiaries	23

ARTICLE III

PAYMENTS, TAXES, ETC.

SECTION 3.01	Payments and Computations	23

SECTION 3.02	Taxes	24

ARTICLE IV

CONDITIONS OF ISSUANCE

SECTION 4.01	Conditions Precedent to Effectiveness of this Agreement	28

SECTION 4.02	Conditions Precedent to Each Issuance	29

ARTICLE V

REPRESENTATIONS AND WARRANTIES

SECTION 5.01	Representations and Warranties of the Company	30

ARTICLE VI

COVENANTS OF THE COMPANY

SECTION 6.01	Affirmative Covenants	32

SECTION 6.02	Negative Covenants	33

SECTION 6.03	Financial Covenants	36

SECTION 6.04	Reporting Requirements	36

ARTICLE VII

EVENTS OF DEFAULT

SECTION 7.01	Events of Default	38

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01	Amendments, Etc.	40

SECTION 8.02	Notices, Etc	41



SECTION 8.03	No Waiver; Remedies	41

SECTION 8.04	Costs and Expenses.	41

SECTION 8.05	Right of Set-off	42

SECTION 8.06	Binding Effect	43

SECTION 8.07	Assignments and Participations	43

SECTION 8.08	Severability of Provisions	44

SECTION 8.09	Independence of Provisions	45

SECTION 8.10	Confidentiality	45

SECTION 8.11	Headings	45

SECTION 8.12	Entire Agreement	45

SECTION 8.13	Execution in Counterparts	45

SECTION 8.14	Consent to Jurisdiction	45

SECTION 8.15	GOVERNING LAW	46

SECTION 8.16	WAIVER OF JURY TRIAL	46

iii

SCHEDULES AND EXHIBITS


Schedules

Schedule I	–	Change of Control

Schedule II	–	Outstanding Balance of Existing Letters of Credit

Schedule III	–	LC Subsidiaries

Schedule IV	–	Plans

Schedule V	–	ERISA Matters

Schedule VI	–	Environmental Matters

Schedule VII	–	Existing Debt

Schedule VIII	–	Existing Liens

Exhibits

Exhibit A-1	–	Form of Opinion of Counsel to the Account Parties

Exhibit A-2	–	Form of Corporate Opinion of Special New York Counsel to the Account Parties

Exhibit B	–	Form of Compliance Certificate

3-YEAR LETTER OF CREDIT AGREEMENT, dated as of May 6, 2005
(this “Agreement“), among The Gap, Inc., a Delaware corporation (the
“Company“), the LC Subsidiaries (as hereinafter defined) and JPMorgan
Chase Bank (the “LC Issuer“).

PRELIMINARY STATEMENTS:

(1) The Company, certain of its subsidiaries, and the LC Issuer entered into
a Letter of Credit Agreement dated as of June 25, 2003 (the “Existing Letter
of Credit Agreement“).

(2) The Company and the LC Subsidiaries are to enter into a 364-day letter of
credit agreement on or about the date hereof with the LC Issuer, on
substantially similar terms to the terms hereof (the “364-Day
Agreement“).

(3) The Company, the LC Subsidiaries and the LC Issuer desire to enter into
this Agreement to provide a trade letter of credit facility to the Company and
the LC Subsidiaries as set forth below and, together with the 364-Day Agreement,
to replace the Existing Letter of Credit Agreement.

NOW THEREFORE, the Company, the LC Subsidiaries and the LC Issuer agree as
follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

“Account Parties” means, collectively, the Company and each of the LC
Subsidiaries.

“Affiliate” means, as to any Person, any other Person that, directly
or indirectly, controls, is controlled by, or is under common control with, such
Person.

“Alternative Currency” means any lawful currency other than Dollars
which is freely transferable and convertible into Dollars and which the LC
Issuer can obtain in the ordinary course of its business.

“Applicable Issuing Office” means the office of the LC Issuer
specified as its “Issuing Office” on the signature page hereto, or such other
office of the LC Issuer as the LC Issuer may from time to time specify to the
Company.

“Applicable Margin” 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
Percentage Per Annum	0.100	0.125	0.150	0.200	0.250	0.375

“Base Rate” means, for any period, a fluctuating interest rate per
annum as shall be in effect from time to time which rate per annum shall at all
times be equal to the highest of:

(a) the rate of interest announced publicly by the LC Issuer in New York, New
York, from time to time, as the LC Issuer153s base rate;

(b) 1/2% per annum above the latest three-week moving average of secondary
market morning offering rates in the United States for three-month certificates
of deposit of major United States money market banks, such three-week moving
average being determined weekly on each Monday (or, if any such date is not a
Business Day, on the next succeeding Business Day) for the three-week period
ending on the previous Friday by the LC Issuer on the basis of such rates
reported by certificate of deposit dealers to and published by the Federal
Reserve Bank of New York or, if such publication shall be suspended or
terminated, on the basis of quotations for such rates received by the LC Issuer
from three New York certificate of deposit dealers of recognized standing
selected by the LC Issuer, in either case adjusted to the nearest 1/4 of one
percent or, if there is no nearest 1/4 of one percent, to the next higher 1/4 of
one percent; and

“Business Day” means a day of the year on which banks are not required
or authorized to close in New York City or San Francisco, California and a day
on which wire transfers may be effectuated among member banks of the Federal
Reserve System through use of the fedwire funds transfer system and if the
applicable Business Day relates to any Letter of Credit denominated in an
Alternative Currency, a day on which commercial banks are open for business in
the country of issue of such Alternative Currency and on which dealings in such
Alternative Currency are carried on by such commercial banks in such country of
issue (if such Alternative Currency is other than the Euro) or if such
Alternative Currency is the Euro, a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System is in operation.

“Capital Lease” of any Person means any lease of any property (whether
real, personal or mixed) by such Person as lessee, which lease should, in
accordance with GAAP, be required to be accounted for as a capital lease on the
balance sheet of such Person.

“Capital Lease Obligations” means the obligations of any Person to pay
rent or other amounts under a Capital Lease, the amount of which is required to
be capitalized on the balance sheet of such Person in accordance with GAAP.

“CERCLA” means the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.), and any
regulations promulgated thereunder.

“Change of Control” means the occurrence, after the date of this
Agreement, of (i) any Person or two or more Persons acting in concert acquiring
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as
amended), directly or indirectly, of securities of the Company (or other
securities convertible into such securities) representing 50% or more of the
combined voting power of all securities of the Company entitled to vote in the
election of directors; or (ii) during any period of up to 24 consecutive months,
commencing before or after the date of this Agreement, individuals who at the
beginning of such 24-month period were directors of the Company ceasing for any
reason to constitute a majority of the Board of Directors of the Company unless
the Persons replacing such individuals were nominated by the Board of Directors
of the Company; or (iii) any Person or two or more Persons acting in concert
acquiring by contract or otherwise, or entering into a contract or arrangement
which upon consummation will result in its or their acquisition of, control over
securities of the Company (or other securities convertible into such securities)
representing 50% or more of the combined voting power of all securities of the
Company entitled to vote in the election of directors; provided,
that, the Person or group of Persons referred to in clauses (i) and (iii)
of this definition of Change of Control shall not include any Person listed on
Schedule I hereto or any group of Persons in which one or more of the Persons
listed on Schedule I are members.

“Confidential Information” means certain non-public, confidential or
proprietary information and material disclosed, from time to time, either
orally, in writing, electronically or in some other form by the Company in
connection with the LC Facility Documents. Confidential Information shall
include, but not be limited to non-public, confidential or proprietary
information, trade secrets, know-how, inventions, techniques, processes,
algorithms, software programs, documentation, screens, icons, schematics,
software programs, source documents and other MIS related information;
contracts, customer lists, financial information, financial forecasts, sales and
marketing plans and information and business plans, products and product
designs; textile projections and results; ideas, designs and artwork for all
types of marketing, advertising, public relations and commerce (including ideas,
designs and artwork related to the World Wide Web and any Web Site of the
Company or any Subsidiary); textile designs; advertising, strategies, plans and
results; sourcing information; vendor lists, potential product labeling and
marking ideas; all materials including, without limitation, documents, drawings,
samples, sketches, designs, and any other information concerning, color palette
and color standards furnished to the LC Issuer by the Company or any Subsidiary;
customer base(s); and other non-public information relating to the Company153s or
any Subsidiary153s business.

“Consolidated” and any derivative thereof each means, with reference
to the accounts or financial reports of any Person, the consolidated accounts or
financial reports of such Person and each Subsidiary of such Person determined
in accordance with GAAP, including principles of consolidation, consistent with
those applied in the preparation of the Consolidated financial statements of the
Company referred to in Section 5.01(e) hereof.

“Constitutive Documents” means, with respect to any Person, the
certificate of incorporation or registration (including, if applicable,
certificate of change of name), articles of incorporation or association,
memorandum of association, charter, bylaws, certificate of limited partnership,
partnership agreement, trust agreement, joint venture agreement, certificate of
formation, articles of organization, limited liability company operating or
members agreement, joint venture agreement or one or more similar agreements,
instruments or documents constituting the organization or formation of such
Person.

“Debt” of any Person means, without duplication, (i) all indebtedness
of such Person for borrowed money or for the deferred purchase price (excluding
any deferred purchase price that constitutes an account payable incurred in the
ordinary course of business) of property or services, (ii) all obligations of
such Person in connection with any agreement to purchase, redeem, exchange,
convert or otherwise acquire for value any capital stock of such Person or to
purchase, redeem or acquire for value any warrants, rights or options to acquire
such capital stock, now or hereafter outstanding, (iii) all obligations of such
Person evidenced by bonds, notes, debentures, convertible debentures or other
similar instruments, (iv) all indebtedness created or arising under any
conditional sale or other title retention agreement (other than under any such
agreement which constitutes or creates an account payable incurred in the
ordinary course of business) with respect to property acquired by such Person
(even though the rights and remedies of the seller or lender under such
agreement in the event of default, acceleration, or termination are limited to
repossession or sale of such property), (v) all Capital Lease Obligations, (vi)
obligations under direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or acquire, or otherwise to assure a
creditor against loss in respect of, indebtedness or obligations of others of
the kinds referred to in clauses (i) through (v) above, (vii) all Debt referred
to in clause (i), (ii), (iii), (iv), (v), or (vi) above secured by (or for which
the holder of such Debt has an existing right, contingent or otherwise, to be
secured by) any lien, security interest or other charge or encumbrance upon or
in property (including, without limitation, accounts and contract rights) owned
by such Person, even though such Person has not assumed or become liable for the
payment of such Debt and (viii) all mandatorily redeemable preferred stock of
such Person, valued at the applicable redemption price, plus accrued and unpaid
dividends payable in respect of such redeemable preferred stock.

“Default” means an event which would constitute an Event of Default
but for the requirement that notice be given or time elapse, or both.

“Dollars,” “dollars” and the sign “$” each means lawful
money of the United States.

“Domestic Subsidiary” means, at any time, any of the direct or
indirect Subsidiaries of the Company that is incorporated or organized under the
laws of any state of the United States of America or the District of Columbia.

“EBITDA” means, for any period, Net Income plus, to the extent
deducted in determining such Net Income, the sum of (a) Interest Expense, (b)
income tax expense, (c) depreciation expense and (d) amortization expense, all
determined on a Consolidated basis for the Company and its Subsidiaries in
accordance with GAAP.

“Effective Date” has the meaning specified in Section 4.01 hereof.

“Effective Date Rating” means, with respect to the non-credit-enhanced
long-term senior unsecured debt issued by the Company, BBB- by S&P and Baa3
by Moody153s.

“Eligible Assignee” means (i) a commercial bank organized under the
laws of the United States, or any State thereof, and having a combined capital
and surplus of at least $100,000,000; (ii) a commercial bank organized under the
laws of any other country which is a member of the OECD, or a political
subdivision of any such country, and having a combined capital and surplus of at
least $100,000,000; provided, that, such bank is acting through a
branch or agency located in the United States; (iii) a Person that is primarily
engaged in the business of commercial banking and that is (a) a Subsidiary of
the LC Issuer, (b) a Subsidiary of a Person of which the LC Issuer is a
Subsidiary, or (c) a Person of which the LC Issuer is a Subsidiary; (iv) an
Affiliate of the LC Issuer; (v) except with respect to an assignment of the
obligation to Issue Letters of Credit, any other entity which is an “accredited
investor” (as defined in Regulation D under the Securities Act of 1933, as
amended) which extends credit or buys loans as one of its businesses, including
but not limited to, insurance companies, mutual funds and lease financing
companies; and (vi) any other Person acceptable to the LC Issuer and, provided
no Event of Default is continuing, the Company. No Account Party or any
Affiliate thereof shall be an Eligible Assignee.

“Environmental Law” means any Requirement of Law relating to (a) the
generation, use, handling, transportation, treatment, storage, disposal, release
or discharge of Hazardous Substances, (b) pollution or the protection of the
environment, health, safety or natural resources or (c) occupational safety and
health, industrial hygiene, land use or the protection of human, plant or animal
health or welfare, including, without limitation, CERCLA, in each case as
amended from time to time, and including the regulations promulgated and the
rulings issued from time to time thereunder.

“ERISA Affiliate” means any trade or business (whether or not
incorporated) which is a member of a controlled group of which the Company or
any Subsidiary of the Company is a member or which is under common control with
the Company or any Subsidiary of the Company within the meaning of Section 414
of the Internal Revenue Code of 1986, as amended from time to time, and the
regulations promulgated and rulings issued thereunder.

“ERISA” means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

“ERISA Event” means a reportable event with respect to a Plan within
the meaning of §4043 of ERISA.

“Euro” means the single currency of participating member states of the
European Union.

“Events of Default” has the meaning specified in Section 7.01 hereof.

“Existing Letter of Credit Agreement” has the meaning specified in
Preliminary Statement (1).

“Existing Letters of Credit” has the meaning specified in Section 2.10
hereof.

“Facility Amount” means $125,000,000 as such amount may be reduced or
increased from time to time in accordance with this Agreement.

“Federal Funds Rate” means, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the LC Issuer from three Federal funds brokers of
recognized standing selected by it.

“Fiscal Quarter” means any quarter in any Fiscal Year, the duration of
such quarter being defined in accordance with GAAP applied consistently with
that applied in the preparation of the Company153s financial statements referred
to in Section 5.01 (e) hereof.

“Fiscal Year” means a fiscal year of the Company and its Subsidiaries.

“Fixed Charge Coverage Ratio” means, for any period, the ratio of (a)
the amount equal to the sum of (i) Consolidated EBITDA and (ii) Lease Expense in
each case for the Company and its Subsidiaries for such period, to (b) the sum
of (i) Consolidated Interest Expense and (ii) Lease Expense, in each case for
the Company and its Subsidiaries for such period.

“Foreign Subsidiary” means, at any time, any direct or indirect
Subsidiary of the Company that is not a Domestic Subsidiary.

“Funded Debt” means, as of any date of determination, all indebtedness
(including Capital Lease Obligations but excluding all accounts payable incurred
in the ordinary course of business) of the Company and its Subsidiaries on a
Consolidated basis that would (or would be required to) appear as liabilities
for long-term Debt, short-term Debt, current maturities of Debt, and other
similar interest-bearing obligations on a Consolidated balance sheet of the
Company and its Subsidiaries in accordance with GAAP.

“GAAP” means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, applied on a basis consistent (except for
changes concurred in by the Company153s independent public accountants) with the
most recent audited consolidated financial statements of the Company and its
Subsidiaries delivered pursuant to Section 6.04.

“Governmental Authority” means any nation or government, any state,
province, city, municipal entity or other political subdivision thereof, and any
governmental, executive, legislative, judicial, administrative or regulatory
agency, department, authority, instrumentality, commission, board or similar
body, whether federal, state, provincial, territorial, local or foreign.

“Governmental Authorization” means any authorization, approval,
consent, franchise, license, covenant, order, ruling, permit, certification,
exemption, notice, declaration or similar right, undertaking or other action of,
to or by, or any filing, qualification or registration with, any Governmental
Authority.

“Hazardous Substance” means (i) any hazardous substance or toxic
substance as such terms are presently defined or used in § 101(14) of CERCLA (42
U.S.C. § 9601(14)), in 33 U.S.C. § 1251 et. seq. (Clean Water Act), or 15 U.S.C.
§ 2601 et. seq. (Toxic Substances Control Act) and (ii) as of any date of
determination, any additional substances or materials which are hereafter
incorporated in or added to the definition of “hazardous substance” or “toxic
substance” for purposes of CERCLA or any other applicable law.

“Hedge Agreements” means (a) any and all interest rate swaps, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swaps, cross-currency rate swaps,
currency options, spot contracts or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., the International Foreign Exchange Master
Agreement, or any other master agreement, including any such obligations or
liabilities under any such agreement.

“Information Memorandum” means the information memorandum dated August
2004 prepared in connection with the Revolving Credit Agreement.

“Interest Expense” of any Person for any period means the aggregate
amount of interest or fees paid, accrued or scheduled to be paid or accrued in
respect of any Debt (including the interest portion of rentals under Capital
Leases) and all but the principal component of payments in respect of
conditional sales, equipment trust or other title retention agreements paid,
accrued or scheduled to be paid or accrued by such Person during such period,
net of interest income, determined in accordance with GAAP.

“Issue” means, with respect to any Letter of Credit, either to issue,
or to extend the expiry of, or to renew, or to increase the amount of, such
Letter of Credit, and the term “Issued” or “Issuance” shall have corresponding
meanings.

“LC Collateral Account” means a deposit account in the name of the
Company to be designated by the LC Issuer from time to time in which cash has
been deposited as collateral security for the reimbursement of drawings under
any outstanding Letters of Credit in accordance with Sections 2.15 and 7.01.

“LC Facility Documents” means, collectively, this Agreement, and each
application or agreement and other documents delivered in connection with
Letters of Credit pursuant to Section 2.03 hereof, in each case as amended,
supplemented or otherwise modified hereafter from time to time in accordance
with the terms thereof and Section 8.01 hereof.

“LC Issuer” means JPMorgan Chase Bank or any Affiliate thereof as
agreed to from time to time by the Company and the LC Issuer, that may from time
to time Issue Letters of Credit for the account of the Company or for the
account of any LC Subsidiary.

“LC Subsidiary” means, as of the date hereof, the Subsidiaries of the
Company listed on Schedule III hereto and, after the date hereof, any other
Subsidiary of the Company that may from time to time become a party hereto and
in connection therewith such other Subsidiary shall execute such documents as
are reasonably requested by the LC Issuer to evidence its agreement to be bound
hereunder as an LC Subsidiary, and for whose account the LC Issuer may from time
to time Issue Letters of Credit.

“Lease Expense” means, with respect to any Person, for any period for
such Person and its subsidiaries on a Consolidated basis, lease and rental
expense accrued during such period under all leases and rental agreements, other
than Capital Leases and leases of personal property, determined in conformity
with GAAP.

“Letter of Credit” means a Trade Letter of Credit which is in form and
substance satisfactory to the LC Issuer, as amended, supplemented or otherwise
modified from time to time.

“Letter of Credit Liability” means, as of any date of determination,
all then existing liabilities of the Company and the LC Subsidiaries to the LC
Issuer in respect of the Letters of Credit Issued for the Company153s account and
for the account of the LC Subsidiaries, whether such liability is contingent or
fixed, and shall, in each case, consist of the sum of (i) the aggregate maximum
amount (the determination of such maximum amount to assume compliance with all
conditions for drawing) then available to be drawn

under such Letters of Credit (including, without limitation, amounts
available under such Letters of Credit for which a draft has been presented but
not yet honored) and (ii) the aggregate amount which has then been paid by, and
not been reimbursed to, the LC Issuer under such Letters of Credit. For the
purposes of determining the Letter of Credit Liability, the face amount of
Letters of Credit outstanding in an Alternative Currency shall be expressed as
the equivalent of such Alternative Currency in Dollars as determined in Section
2.11(a) hereof.

“Leverage Ratio” means, as of any date of determination, the ratio of
(a) the amount equal to Consolidated Funded Debt for the most recently completed
four consecutive Fiscal Quarters ending on or prior to such date, to (b)
Consolidated EBITDA for the most recently completed four consecutive Fiscal
Quarters ending on or prior to such date, in each case for the Company and its
Subsidiaries as of such date.

“Lien” means any assignment, chattel mortgage, pledge or other
security interest or any mortgage, deed of trust or other lien, or other charge
or encumbrance, upon property or rights (including after acquired property or
rights), or any preferential arrangement with respect to property or rights
(including after acquired property or rights) which has the practical effect of
constituting a security interest or lien.

“Loan Party” has the meaning assigned to such term in the Revolving
Credit Agreement.

“Margin Stock” has the meaning assigned to such term in Regulation U
of the Board of Governors of the Federal Reserve System, as in effect from time
to time.

“Material Adverse Change” means any material adverse change in the
business, condition (financial or otherwise), results of operations, or
prospects of the Company and its Subsidiaries, taken as a whole;
provided, that a downgrade of the Company153s public debt ratings or
a Negative Pronouncement shall not by itself be deemed to be a material adverse
change; provided, further, the occurrence or subsistence of any
such material adverse change which has been disclosed (a) by the Company in any
filing made with the Securities and Exchange Commission prior to the date of
this Agreement, (b) by the Company in a public announcement prior to the date of
this Agreement, or (c) in the Information Memorandum, shall not constitute a
Material Adverse Change.

“Material Adverse Effect” means a material adverse effect on the
financial condition or results of operations of the Company and its Subsidiaries
taken as a whole.

“Material LC Subsidiary” means, at any date of determination, an LC
Subsidiary that, either individually or together with its Subsidiaries, taken as
a whole, has assets exceeding percent ( %) of the consolidated
total assets of the Company and its Subsidiaries as at the end of the
immediately preceding fiscal year.

“Moody153s” means Moody153s Investors Service, Inc.

“Multiemployer Plan” means a “multiemployer plan” as defined in
Section 4001(a)(3) of ERISA to which the Company or any Subsidiary of the
Company or any

ERISA Affiliate is making or accruing an obligation to make contributions or
has within any of the preceding five plan years made or accrued an obligation to
make contributions.

“Negative Pronouncement” means a public announcement by either S&P
or Moody153s in respect to a possible downgrade of, or negative outlook with
respect to, the public debt rating of the Company.

“Net Income” of any Person means, for any period, net income before
(i) extraordinary items, (ii) the results of discontinued operations and (iii)
the effect of any cumulative change in accounting principles, determined in
accordance with GAAP.

“Obligation” means, with respect to any Person, any payment,
performance or other obligation of such Person of any kind, including, without
limitation, any liability of such Person on any claim, whether or not the right
of any creditor to payment in respect of such claim is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed,
legal, equitable, secured or unsecured, and whether or not such claim is
discharged, stayed or otherwise affected by any proceeding referred to in
Section 7.01(e) hereof. Without limiting the generality of the foregoing, the
Obligations of the Account Parties under the LC Facility Documents include (a)
the obligation to pay any reimbursement amount, interest, commissions, charges,
expenses, fees, attorneys153 fees and disbursements, indemnity payments and other
amounts payable by any Account Party under any LC Facility Document and (b) the
obligation of any Account Party to reimburse any amount in respect of any of the
foregoing items that the LC Issuer, in its sole discretion, may elect to pay or
advance on behalf of such Account Party.

“OECD” means the Organization for Economic Cooperation and
Development.

“Other LC Facilities” means the letter of credit facilities entered
into on or about the date hereof among the Company, the L/C Subsidiaries and
each of Bank of America, N.A., HSBC Bank, National Association and JPMorgan
Chase Bank, each on terms substantially similar to the terms hereof and of the
364-Day Agreement, respectively, as each such agreement may be replaced,
amended, supplemented or otherwise modified from time to time.

“Other Taxes” has the meaning specified in Section 3.02(b) hereof.

“Payment Office” means the office of the LC Issuer as shall be from
time to time selected by the LC Issuer and notified by the LC Issuer to the
Company and the LC Subsidiaries.

“Performance Level” means Performance Level 1, Performance Level 2,
Performance Level 3, Performance Level 4, Performance Level 5, or Performance
Level 6, as identified by reference to the public debt rating and Leverage Ratio
in effect on such date as set forth below:


Performance Level		Public Debt Rating
Level 1		Long-term senior unsecured Debt of the Company rated at least A- by S&P or A3 by Moody153s or the Leverage Ratio is less than or equal to 1.25:1.00

Level 2		Long-term senior unsecured Debt of the Company rated less than Level 1 but at least BBB+ by S&P or Baa1 by Moody153s or the Leverage Ratio is less than or equal to 1.25:1.00

Level 3		Long-term senior unsecured Debt of the Company rated less than Level 2 but at least BBB by S&P or Baa2 by Moody153s or the Leverage Ratio is less than or equal to 1.25:1.00

Level 4		Long-term senior unsecured Debt of the Company rated less than Level 3 but at least BBB- by S&P or Baa3 by Moody153s or the Leverage Ratio is less than or equal to 1.50:1.00

Level 5		Long-term senior unsecured Debt of the Company rated less than Level 4 but at least BB+ by S&P or Ba1 by Moody153s or the Leverage Ratio is less than or equal to 1.75:1.00

Level 6		Long-term senior unsecured Debt of the Company rated less than Level 5 or the Leverage Ratio is greater than 1.75:1.00

For purposes of this definition, the Performance Level shall be determined by
the applicable public debt rating or Leverage Ratio as follows: (a) the public
debt ratings above shall be determined as follows: (i) the public debt ratings
shall be determined by the then-current rating announced by either S&P or
Moody153s, as the case may be, for any class of non-credit-enhanced long-term
senior unsecured debt issued by the Company, (ii) if only one of S&P and
Moody153s shall have in effect a public debt rating, the Performance Level shall
be determined by reference to the available rating; (iii) if neither S&P nor
Moody153s shall have in effect a public debt rating, the applicable Performance
Level will be Performance Level 6; (iv) if the ratings on the Company153s
long-term senior unsecured debt established by S&P and Moody153s shall fall
within different levels, the public debt rating will be determined by the higher
of the two ratings, provided, that, in the event that the lower of
such ratings is more than one level below the higher of such ratings, the public
debt rating will be determined based upon the level that is one level above the
lower of such ratings; (v) if any rating established by S&P or Moody153s shall
be changed, such change shall be effective as of the date on which such change
is first announced publicly by the rating agency making such change; and (vi) if
S&P or Moody153s shall change the basis on which ratings are established, each
reference to the public debt rating announced by S&P or Moody153s, as the case
may be, shall refer to the then equivalent rating by S&P or Moody153s, as the
case may be; (b) the Leverage Ratio shall be determined on the basis of the most
recent certificate of the Company to be delivered pursuant to Section 6.04(c)
for the most recently ended Fiscal Quarter or Fiscal Year and any change in the
Leverage Ratio shall be

effective one Business Day after the date on which the LC Issuer receives
such certificate; provided, that until the Company has delivered
to the LC Issuer such certificate pursuant to Section 6.04(c) in respect of the
first Fiscal Quarter of 2005, the Leverage Ratio shall be deemed to be at Level
3; provided, further, that for so long as the Company has not
delivered such certificate when due pursuant to Section 6.04(c), the Leverage
Ratio shall be deemed to be at the level set forth in Level 6 until the
respective certificate is delivered to the LC Issuer; and (c) the Performance
Level shall be determined in accordance with the Company153s respective public
debt rating and Leverage Ratio, provided, that, if the Company153s
public debt rating and the Leverage Ratio shall fall within different levels,
the Performance Level will be determined by the higher of the public debt rating
and the Leverage Ratio, provided, further, that, in the
event that the lower of the Company153s public debt rating and the Leverage Ratio
is more than one level below the higher of the Company153s public debt rating and
the Leverage Ratio, the Performance Level shall be determined based upon the
level that is one level above the lower of the Company153s public debt rating and
the Leverage Ratio.

“Permitted Liens” means:

(i) Liens for taxes, assessments or governmental charges or levies to the
extent not past due or to the extent contested, in good faith, by appropriate
proceedings and for which adequate reserves have been established;

(ii) Liens imposed by law, such as materialman153s, mechanic153s, carrier153s,
worker153s, landlord153s and repairman153s Liens and other similar Liens arising in
the ordinary course of business which relate to obligations which are not
overdue for a period of more than 30 days or which are being contested in good
faith, by appropriate proceedings and for which reserves required by GAAP have
been established;

(iii) pledges or deposits in the ordinary course of business to secure
obligations (including to secure letters of credit posted in connection
therewith) under worker153s compensation or unemployment laws or similar
legislation or to secure the performance of leases or contracts (including
insurance contracts issued by insurance companies which are Subsidiaries of the
Company) entered into in the ordinary course of business or of public or
statutory obligations, bids, or appeal bonds;

(iv) zoning restrictions, easements, licenses, landlord153s Liens or
restrictions on the use of property which do not materially impair the use of
such property in the operation of the business of the Company or any of its
Subsidiaries;

(v) Liens upon assets subject to a Capital Lease and securing payment of the
obligations arising under such Capital Lease;

(vi) Liens of the Company and its Subsidiaries not described in the foregoing
clauses (i) through (v) existing on the Effective Date and listed on Schedule
VIII and any extensions, renewals or replacements of such Liens for the same or
lesser amount, provided, that, no such extension, renewal or
replacement shall extend to or cover any property not theretofore subject to the
Lien being extended, renewed or replaced;

(vii) judgment Liens in respect of judgments that do not constitute an Event
of Default under Section 7.01(f); and

(viii) Liens arising out of or pursuant to this Agreement and the Other LC
Facilities.

“Person” means an individual, partnership, limited liability company,
corporation (including a business trust), joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.

“Plan” means an employee benefit plan (other than a Multiemployer
Plan) maintained by the Company, any Subsidiary of the Company or any ERISA
Affiliate for its employees and subject to Title IV of ERISA.

“Requirements of Law” means, with respect to any Person, all laws,
constitutions, statutes, treaties, ordinances, rules and regulations, all
orders, writs, decrees, injunctions, judgments, determinations and awards of an
arbitrator, a court or any other Governmental Authority, and all Governmental
Authorizations, binding upon or applicable to such Person or to any of its
properties, assets or businesses.

“Responsible Officer” means, with respect to any certificate, report
or notice to be delivered or given hereunder, unless the context otherwise
requires, the president, chief executive officer, chief financial officer or
treasurer of the Company or other executive officer of the Company who in the
normal performance of his or her operational duties would have knowledge of the
subject matter relating to such certificate, report or notice.

“Revolving Credit Agreement” means that certain Revolving Credit
Agreement dated as of August 30, 2004 between the Company, certain of its
Subsidiaries and the banks and financial institutions listed therein, as such
agreement may be replaced, amended, supplemented or otherwise modified from time
to time.

“S&P” means Standard & Poor153s, a division of The McGraw-Hill
Companies, Inc.

“Subsidiary” means, with respect to any Person, any corporation,
partnership, trust or other Person of which more than 50% of the outstanding
capital stock (or similar property right in the case of partnerships and trusts
and other Persons) having ordinary voting power to elect a majority of the board
of directors of such corporation (or similar governing body or Person with
respect to partnerships and trusts and other Persons) (irrespective of whether
or not at the time capital stock of any other class or classes of such
corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned by such Person, by such
Person and one or more other Subsidiaries of such Person, or by one or more
other Subsidiaries of such Person.

“Subsidiary LC Obligations” has the meaning specified in Section
2.12(b) hereof.

“Tangible Net Worth” means the consolidated shareholder153s equity of
the Company and its Subsidiaries, determined in accordance with GAAP less
goodwill and other intangibles (other than patents, trademarks, licenses,
copyrights and other intellectual property and prepaid assets).

“Taxes” has the meaning specified in Section 3.02(a) hereof.

^”Termination Date” means the third anniversary of the date
of this Agreement, or the earlier date of termination of the obligation of the
LC Issuer to issue Letters of Credit pursuant to Section 7.01 hereof.

“364-Day Agreement” has the meaning set forth in the Preliminary
Statements hereto.

“Total Assets” means, as of any date of determination, the
consolidated assets of the Company and its Subsidiaries at the end of the Fiscal
Quarter immediately preceding such date, determined in accordance with GAAP.

“Trade Letter of Credit” means a direct-pay trade or documentary
letter of credit issued for the benefit of a vendor in connection with the
purchase of goods by the Company or any of its Subsidiaries in the ordinary
course of business.

“UCP” has the meaning specified in Section 2.08 hereof.

“Withdrawal Liability” has the meaning specified in Part I of Subtitle
E of Title IV of ERISA.

SECTION 1.02 Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word “from” means “from and including” and the words “to” and “until” each
means “to but excluding”.

SECTION 1.03 Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP applied in a
consistent manner with that applied in the preparation of the financial
statements referred to in Section 5.01 (e) hereof.

ARTICLE II

AMOUNTS AND TERMS OF LETTERS OF CREDIT

SECTION 2.01 Letters of Credit. The LC Issuer agrees, on the terms and
conditions hereinafter set forth, to Issue for the account of the Company or any
LC Subsidiary, one or more Letters of Credit from time to time during the period
from the date of this Agreement until the day that is five Business Days prior
to the Termination Date in an aggregate undrawn amount not to exceed at any time
the Facility Amount in effect at such time (inclusive of the Dollar equivalent
of Letters of Credit Issued in Euro, or in any other Alternative Currency if the
LC Issuer agrees to issue Letters of Credit in such other Alternative Currency),
each such Letter of Credit upon its Issuance to expire on or before the date
which occurs one year from the date of its initial Issuance; provided,
however, that the LC Issuer shall not be obligated to, and shall not, Issue any
Letter of Credit if:

(a) after giving effect to the Issuance of such Letter of Credit, the then
outstanding aggregate amount of all Letter of Credit Liability shall exceed the
Facility Amount then in effect; or

(b) the LC Issuer shall have notified the Company that no further Letters of
Credit are to be Issued by the LC Issuer due to failure to meet any of the
applicable conditions set forth in Article IV, and such notice has not been
withdrawn.

Within the limits of the obligations of the LC Issuer set forth above and in
Section 2.02 hereof, the Company and each LC Subsidiary may request the LC
Issuer to Issue one or more Letters of Credit, reimburse the LC Issuer for
payments made thereunder pursuant to Section 2.04(a) hereof and request the LC
Issuer to Issue one or more additional Letters of Credit under this Section
2.01.

SECTION 2.02 Limitation on Obligation to Issue Letters of Credit
Denominated in Alternative Currencies. The LC Issuer agrees to Issue from
time to time Letters of Credit denominated in Euro and in its sole discretion
upon request agrees to Issue from time to time Letters of Credit denominated in
other Alternative Currencies, provided, that the LC Issuer shall
not be obligated to Issue any Letter of Credit denominated in Euro if, after
giving effect to the Issuance of any such Letter of Credit denominated in Euro,
the then outstanding aggregate amount of all Letter of Credit Liability with
respect to all Letters of Credit denominated in Euro equals or exceeds (on a
Dollar equivalent basis) $50,000,000.

SECTION 2.03 Issuing the Letters of Credit. Each Letter of Credit
shall be Issued on a Business Day on reasonable prior notice by hand delivery,
telecopier or transmitted by electronic communication (if arrangements for doing
so have been approved by the LC Issuer) from the Company or any LC Subsidiary,
as the case may be, to the LC Issuer as provided in the application and
agreement governing such Letter of Credit specifying the date, amount, currency,
expiry and beneficiary thereof, accompanied by such documents as the LC Issuer
may specify to the Company or LC Subsidiary, as the case may be, in form and
substance satisfactory to the LC Issuer. On the date specified by the Company or
LC Subsidiary, as the case may be, in such notice and upon fulfillment of the
applicable conditions set forth in Section 2.01 hereof, the LC Issuer will Issue
such Letter of Credit.

SECTION 2.04 Reimbursement Obligations. The Company or the appropriate
LC Subsidiary, as the case may be, shall:

(a) pay to the LC Issuer an amount equal to, and in reimbursement for, each
amount which the LC Issuer pays under any Letter of Credit not later than the
date which occurs one Business Day after notice from the LC Issuer to the
Company of the payment of such amount by the LC Issuer under such Letter of
Credit; and

(b) pay to the LC Issuer interest on each amount which the LC Issuer pays
under any Letter of Credit from the date on which the LC Issuer pays such amount
until such amount is reimbursed in full to the LC Issuer pursuant to subclause
(i) above, payable on demand, at a fluctuating rate per annum equal to 2% per
annum above the Base Rate in effect from time to time.

SECTION 2.05 Letter of Credit Facility Fees. The Company hereby agrees
to pay to the LC Issuer a letter of credit facility fee, accruing from the date
hereof until the Termination Date, at a rate per annum equal to the Applicable
Margin in effect from time to time (i) on the Facility Amount in effect from
time to time from and after such date (regardless of the actual or deemed usage
thereof), payable quarterly in arrears on the last day of each January, April,
July and October and on the Termination Date and (ii) on the aggregate amount of
Letter of Credit Liability under all Letters of Credit that are outstanding
beyond the Termination Date payable in arrears on the last day of each January,
April, July and October after the Termination Date and on the first day after
the Termination Date on which no Letters of Credit are outstanding.

SECTION 2.06 Indemnification; Nature of the LC Issuer153s Duties. (a)
The Company agrees to indemnify and save harmless the LC Issuer from and against
any and all claims, demands, liabilities, damages, losses, costs, charges and
expenses (including reasonable attorneys153 fees) which the LC Issuer may incur or
be subject to as a consequence, direct or indirect, of (i) the Issuance of any
Letter of Credit or (ii) any action or proceeding relating to a court order,
injunction, or other process or decree restraining or seeking to restrain the LC
Issuer from paying any amount under any Letter of Credit; provided,
that, the LC Issuer shall not be indemnified for any of the foregoing
caused by its gross negligence or willful misconduct.

(b) The obligations of the Company and each LC Subsidiary hereunder with
respect to Letters of Credit shall be unconditional and irrevocable, and shall
be paid strictly in accordance with the terms hereof under all circumstances,
including, without limitation, any of the following circumstances:

(a) any lack of validity or enforceability of any Letter of Credit or this
Agreement or any agreement or instrument relating thereto;

(b) the existence of any claim, setoff, defense or other right which the
Company or any LC Subsidiary may have at any time against the beneficiary, or
any transferee, of any Letter of Credit, the LC Issuer, or any other Person;

(c) any draft, certificate, or other document presented under any Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect;

(d) any lack of validity, effectiveness, or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part;

(e) any loss or delay in the transmission or otherwise of any document
required in order to make a drawing under any Letter of Credit or of the
proceeds thereof;

(f) any exchange, release or non-perfection of any collateral, or any release
or non-perfection of any collateral, or any release or amendment or waiver of or
consent to departure from any guarantee, for all or any of the obligations of
the Company or an LC Subsidiary in respect of the Letters of Credit;

(g) any change in the time, manner or place of payment of, or in any other
terms of, all or any of the obligations of the Company or any LC Subsidiary in
respect of the Letters of Credit or any other amendment or waiver of or any
consent to departure from all or any of this Agreement;

(h) any failure of the beneficiary of a Letter of Credit to strictly comply
with the conditions required in order to draw upon any Letter of Credit;

(i) any misapplication by the beneficiary of any Letter of Credit of the
proceeds of any drawing under such Letter of Credit; or

(j) any other circumstance or happening whatsoever, whether or not similar to
the foregoing;

provided, that, notwithstanding the foregoing, the LC Issuer
shall not be relieved of any liability it may otherwise have as a result of its
gross negligence or willful misconduct.

SECTION 2.07 Increased Costs. (a) Change in Law. If, at any
time after the date of this Agreement, any change in any law or regulation or in
the interpretation thereof by any court or administrative or governmental
authority charged with the administration thereof shall either (i) impose,
modify or deem applicable any reserve, special deposit or similar requirement
against letters of credit or guarantees issued by, or assets held by or deposits
in or for the account of, the LC Issuer or (ii) impose on the LC Issuer any
other condition regarding this Agreement or the Letters of Credit or any
collateral thereon, and the result of any event referred to in clause (i) or
(ii) above shall be to increase the cost (other than an increase in taxes, which
increase is dealt with exclusively in Article III) to the LC Issuer of issuing,
maintaining or funding the Letters of Credit, then, upon demand by the LC
Issuer, the Company shall pay to the LC Issuer, from time to time as specified
by the LC Issuer, additional amounts sufficient to compensate the LC Issuer for
such increased cost; provided, that, the Company shall have no
obligation to reimburse the LC Issuer for increased costs incurred more than 60
days prior to the date of such demand. A certificate as to the amount of such
increased cost setting forth the basis for the calculation of such increased
costs, submitted by the LC Issuer to the Company, shall be conclusive and
binding for all purposes, absent manifest error.

(b) Capital. If, at any time after the date of this Agreement, the LC
Issuer determines that compliance with any law or regulation or any guideline or
request from any central bank or other governmental authority (whether or not
having the force of law) affects or would affect the amount of capital required
or expected to be maintained by the LC Issuer or any corporation controlling the
LC Issuer and that the amount of such capital is increased by or based upon the
existence of the LC Issuer153s commitment hereunder and other commitments of this
type or the issuance of the Letters of Credit (or similar contingent
obligations), then, upon written demand by the LC Issuer, the

Company shall pay to the LC Issuer, from time to time as specified by the LC
Issuer, additional amounts sufficient to compensate the LC Issuer or such
corporation in the light of such circumstances, to the extent that the LC Issuer
reasonably determines such increase in capital to be allocable to the existence
of the LC Issuer153s commitment hereunder; provided, that, the
Company shall have no obligation to pay such compensatory amounts that relate to
an actual increase in the capital of the LC Issuer undertaken by the LC Issuer
more than 60 days prior to the date of such demand. A certificate as to such
amounts setting forth the basis for the calculation of such amount submitted to
the Company by the LC Issuer shall be conclusive and binding for all purposes,
absent manifest error.

(c) Without prejudice to the survival of any other agreement of the Company
hereunder, the agreements and obligations of the Company contained in this
Section 2.07 shall survive the payment in full (after the Termination Date) of
all Obligations.

(d) Without affecting its rights under Sections 2.07(a) or 2.07(b) hereof or
any other provision of this Agreement, the LC Issuer agrees that if there is any
increase in any cost to or reduction in any amount receivable by the LC Issuer
with respect to which the Company would be obligated to compensate the LC Issuer
pursuant to Sections 2.07(a) or 2.07(b) hereof, the LC Issuer shall use
reasonable efforts to select an alternative Applicable Issuing Office, which
would not result in any such increase in any cost to or reduction in any amount
receivable by the LC Issuer; provided, however, that the LC Issuer
shall not be obligated to select an alternative Applicable Issuing Office if the
LC Issuer determines that (i) as a result of such selection the LC Issuer would
be in violation of any applicable law, regulation, treaty, or guideline, or
would incur additional costs or expenses or (ii) such selection would be
inadvisable for regulatory reasons or inconsistent with the interests of the LC
Issuer.

SECTION 2.08 Uniform Customs and Practice. The Uniform Customs and
Practice for Documentary Credits as most recently published by the International
Chamber of Commerce (“UCP“) shall in all respects be deemed a part of
this Article II as if incorporated herein and shall apply to the Letters of
Credit.

SECTION 2.09 Reductions in Facility Amount. The Company shall have the
right, upon at least three Business Days153 notice to the LC Issuer, to reduce in
whole or in part the Facility Amount, provided, that, each partial
reduction shall be in the aggregate amount of $10,000,000 or an integral
multiple of $5,000,000 in excess thereof and no such reduction shall reduce the
Facility Amount below the then outstanding aggregate amount of all Letter of
Credit Liability.

SECTION 2.10 Existing Letters of Credit/Deemed Letters of Credit. (a)
Existing Letters of Credit. There currently are outstanding certain Trade
Letters of Credit issued by the LC Issuer under the Existing Letter of Credit
Agreement the outstanding balance of each of which is set forth on Schedule II
hereto (as such Schedule may be modified between the date hereof and the fifth
Business Day after the Effective Date) (collectively, the “Existing Letters
of Credit“). From and after the date hereof and upon fulfillment of the
conditions to initial Issuance specified in Section 4.01 hereof, each such
Existing Letter of Credit shall be deemed and treated

for all purposes hereof (including, without limitation, the calculation of
fees payable under Section 2.05 hereof, and calculating the usage of the
Facility Amount under Section 2.01 hereof) as a “Letter of Credit” hereunder,
any participation interest existing prior to the date hereof of the LC Issuer in
such Existing Letters of Credit shall, without further action on its part, be
deemed extinguished in full and the LC Issuer, without further act on its part,
shall be deemed to have Issued each such Existing Letter of Credit as provided
in Section 2.01 hereof.

(b) Deemed Letters of Credit. The Company may, not less than 30 days
prior to the date upon which the 364-Day Agreement will terminate (the
“364-Day Termination Date“) deliver a notice to the LC Issuer (the
“Notice of Election“), notifying the LC Issuer that the Company is
electing to treat certain letters of credit issued under the 364-Day Agreement
as issued under this Agreement. On the 364-Day Termination Date, and upon
fulfillment of the conditions to Issuance set forth in Section 4.02 hereof, any
letter of credit issued pursuant to the terms of the 364-Day Agreement and
identified by the Company not less than five days prior to the 364-Day
Termination Date in a written notice to the LC Issuer as being the subject of
this Section 2.10(b) shall be deemed and treated for all purposes hereof
(including, without limitation, calculating the usage of the Facility Amount
under Section 2.01 hereof) as a “Letter of Credit” hereunder and the LC Issuer,
without further act on its part, shall be deemed to have Issued each such letter
of credit as provided in Section 2.01 hereof; provided, however, that the
LC Issuer shall not be obligated to, and shall not, treat any such letter of
credit as having been Issued hereunder if, after giving effect to the deemed
Issuance of such Letter of Credit, the then outstanding aggregate amount of all
Letter of Credit Liability shall exceed the Facility Amount then in effect.

SECTION 2.11 Currency Provisions.

(a) Equivalents. For purposes of the provisions of Article II, (i) the
equivalent in Dollars of any Alternative Currency shall be determined by using
the mean of the bid and offer quoted spot rates at which the LC Issuer153s
principal office in New York, New York offers to exchange Dollars for such
Alternative Currency in New York, New York at 11:00 A.M. (New York City time) on
the Business Day on which such equivalent is to be determined and (ii) the
equivalent in any Alternative Currency of Dollars shall be determined by using
the mean of the bid and offer quoted spot rates at which the LC Issuer153s
principal office in New York, New York offers to exchange such Alternative
Currency for Dollars in New York, New York at 11:00 A.M. (New York City time) on
the Business Day on which such equivalent is to be determined.

(b) Commitment. For purposes of determining the unused portion of the
Facility Amount of the LC Issuer specified in Section 2.01 hereof, the
equivalent in Dollars of each Letter of Credit issued by the LC Issuer in an
Alternative Currency as determined on the date of the Issuance of such Letter of
Credit shall be the amount of the Facility Amount of the LC Issuer used in
connection with the Issuance of such Letter of Credit. Further adjustments shall
be made with respect to the unused portion of the Facility Amount of the LC
Issuer to Issue Letters of Credit based upon fluctuations thereafter in the
value of the Alternative Currency of such Letter of Credit as provided in
subsection (c) below.

(c) Mark to Market. If, on any day, the equivalent in Dollars of the
aggregate face amount of all Letters of Credit then outstanding exceeds the
Facility Amount then in effect, the Company shall, upon demand by the LC Issuer,
immediately deposit with the LC Issuer, in Dollars, (i) the Dollar amount of
such excess plus (ii) a Dollar amount equal to the lesser of (A) $1,000,000 and
(B) 5% of the Dollar equivalent of all then existing Letter of Credit Liability
relating to Letters of Credit denominated in Alternative Currencies, which
amount shall be held by the LC Issuer as collateral for the Company153s and LC
Subsidiaries153 obligations with respect to outstanding Letters of Credit.

SECTION 2.12 Company Guaranty.

(a) Generally. The LC Issuer may, from time to time, Issue Letters of
Credit for the account of each LC Subsidiary provided, that, the
reimbursement and other obligations of each such LC Subsidiary are and remain
unconditionally guaranteed by the Company pursuant to this Section 2.12.

(b) Guaranty. The Company hereby unconditionally and irrevocably
guarantees the punctual payment when due, whether at stated maturity, by
acceleration or otherwise, of all obligations of the LC Subsidiaries now or
hereafter existing under this Agreement with respect to Letters of Credit issued
for the account of any of the LC Subsidiaries, including any extensions,
modifications, substitutions, amendments and renewals thereof, whether for
reimbursement obligations, interest, fees, expenses or otherwise (such
obligations being the “Subsidiary LC Obligations“), and agrees to pay any
and all expenses (including reasonable counsel fees and expenses in accordance
with Section 8.04 hereof) incurred by the LC Issuer in enforcing any rights
hereunder with respect to the Subsidiary LC Obligations. Without limiting the
generality of the foregoing, the Company153s liability shall extend to all amounts
which constitute part of the Subsidiary LC Obligations and would be owed by any
LC Subsidiary to the LC Issuer hereunder, or under the Letters of Credit issued
for the account of an LC Subsidiary, but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such LC Subsidiary.

(c) Guaranty Absolute. The Company guarantees that the Subsidiary LC
Obligations will be paid strictly in accordance with the terms hereof regardless
of any law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the LC Issuer with respect thereto.
The obligations of the Company hereunder are independent of the Subsidiary LC
Obligations and a separate action or actions may be brought and prosecuted
against the Company to enforce the guaranty contained in this Section 2.12,
irrespective of whether any action is brought against any LC Subsidiary or
whether any LC Subsidiary is joined in any such action or actions. The liability
of the Company under the guaranty contained in this Section 2.12 shall be
absolute and unconditional irrespective of:

(a) any lack of validity or enforceability of any of the Subsidiary LC
Obligations or any agreement or instrument relating thereto against any LC
Subsidiary or any other Person;

(b) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Subsidiary LC Obligations, or any other amendment or
waiver of or any consent to departure herefrom with respect to Letters of Credit
issued for the account of an LC Subsidiary including, without limitation, any
increase in the Subsidiary LC Obligations resulting from the Issuance of Letters
of Credit beyond the aggregate limitation specified in Section 2.01 hereof to
any and all LC Subsidiaries or otherwise;

(c) any taking, exchange, release or non-perfection of any collateral, or any
taking, release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Subsidiary LC Obligations;

(d) any manner of application of collateral, or proceeds thereof, to all or
any of the Subsidiary LC Obligations, or any manner of sale or other disposition
of any collateral for all or any of the Subsidiary LC Obligations or any other
assets of an LC Subsidiary;

(e) any change, restructuring or termination of the corporate structure or
existence of an LC Subsidiary or any LC Subsidiary153s lack of corporate power or
authority; or

(f) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, a third party guarantor.

The guaranty provided in this Section 2.12 shall continue to be effective or
be reinstated, as the case may be, if at any time any payment of any of the
Subsidiary LC Obligations is rescinded or must otherwise be returned by the LC
Issuer upon the insolvency, bankruptcy or reorganization of an LC Subsidiary or
otherwise, all as though such payment had not been made.

(d) Waivers. The Company hereby waives, to the extent permitted by
applicable law:

(a) any requirement that the LC Issuer secure or insure any security interest
or lien or any property subject thereto or exhaust any right or take any action
against any LC Subsidiary or any other Person or any collateral;

(b) any defense arising by reason of any claim or defense based upon an
election of remedies by the LC Issuer (including, without limitation, an
election to nonjudicially foreclose on any real or personal property collateral)
which in any manner impairs, reduces, releases or otherwise adversely affects
its subrogation, reimbursement or contribution rights or other rights to proceed
against any LC Subsidiary or any other Person or any collateral;

(c) any defense arising by reason of the failure of any LC Subsidiary to
properly execute any letter of credit application and agreement or otherwise
comply with applicable legal formalities;

(d) any defense or benefits that may be derived from California Civil Code § §
2808, 2809, 2810, 2819, 2845 or 2850, or California Code of Civil Procedure § §
580a, 580d or 726, or comparable provisions of the laws of any other
jurisdiction and all other suretyship defenses it would otherwise have under the
laws of California or any other jurisdiction;

(e) any duty on the part of the LC Issuer to disclose to the Company any
matter, fact or thing relating to the business, operation or condition of any LC
Subsidiary and its respective assets now known or hereafter known by the LC
Issuer;

(f) all benefits of any statute of limitations affecting the Company153s
liability under or the enforcement of the guaranty provided in this Section 2.12
or any of the Subsidiary LC Obligations or any collateral;

(g) all setoffs and counterclaims;

(h) promptness, diligence, presentment, demand for performance and protest;

(i) notice of nonperformance, default, acceleration, protest or dishonor;

(j) except for any notice otherwise required by applicable laws that may not
be effectively waived by the Company, notice of sale or other disposition of any
collateral; and

(k) notice of acceptance of the guaranty provided in this Section 2.12 and of
the existence, creation or incurring of new or additional Subsidiary LC
Obligations.

SECTION 2.13 Dollar Payment Obligation. Notwithstanding any other term
or provision hereof to the contrary, if the Company or any LC Subsidiary fails
to reimburse the LC Issuer for any payment made by the LC Issuer under a Letter
of Credit denominated in an Alternative Currency by the close of business on the
Business Day when due at the Payment Office specified for such reimbursement
payment, then the payment made by the LC Issuer in such Alternative Currency
shall be converted into Dollars (the “Dollar Payment Amount“) by the LC
Issuer as provided for herein, and each of the Company and each LC Subsidiary
for whose account such Letter of Credit was Issued agrees that it shall be
unconditionally obligated to, and shall immediately, reimburse the LC Issuer the
Dollar Payment Amount at the LC Issuer153s then Payment Office for Dollars.

SECTION 2.14 Applications; Survival of Provisions. This Agreement
shall control over any provision of any application and agreement for Letters of
Credit to the contrary, but additive or supplemental provisions of any such
application and agreement shall apply to

each Letter of Credit Issued pursuant to such application and agreement. The
provisions in this Article shall survive the Termination Date in respect of all
Letters of Credit outstanding thereafter.

SECTION 2.15 Letters of Credit Outstanding on Termination Date. On the
Termination Date, the Company or the LC Subsidiaries, as the case may be, in
respect of all Letters of Credit then issued and outstanding shall either:

(a) Deposit into the LC Collateral Account held by the LC Issuer cash (in
Dollars) in an amount equal to the undrawn amount of such Letters of Credit on
such date as security for the reimbursement of drawings thereunder which shall
be used to reimburse the LC Issuer promptly upon a drawing under any such Letter
of Credit, with the respective portion thereof to be returned to the Company
when the respective Letter of Credit expires or is returned to the LC Issuer,
and in connection therewith the Company shall execute all documents reasonably
required by the LC Issuer; or

(b) Elect that such Letters of Credit be deemed issued pursuant to the terms
of the Revolving Credit Agreement or any other agreement under which letters of
credit may be issued and the LC Issuer is an issuing bank (in each case to the
extent permitted by the terms of such agreement), following which election such
Letters of Credit shall be deemed terminated according to the provisions of this
Agreement and issued pursuant to the terms of the Revolving Credit Agreement or
such other letter of credit agreement, as the case may be; provided, that in
each case sufficient availability exists at such time under the terms of the
Revolving Credit Agreement or such other letter of credit agreement, as the case
may be, to permit the relevant Letters of Credit to be deemed issued thereunder.

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 appropriate authorizations in respect of it entering
into this Agreement, a letter of credit agreement supplement in substantially
the form of Exhibit D hereto (each a “Letter of Credit Agreement
Supplement“), 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 Letter
of Credit Agreement Supplement and consent are in form and substance
satisfactory to the LC Issuer.

ARTICLE III

PAYMENTS, TAXES, ETC.

SECTION 3.01 Payments and Computations. (a) Except as otherwise
provided in Section 3.02 hereof, the Company and each LC Subsidiary, as the case
may be, shall make each payment with respect to the Letters of Credit and the LC
Issuer free and clear of all claims, charges, offsets or deductions whatsoever
not later than (i) if such payment relates to

letter of credit facility fees or amounts (other than reimbursements for
payments in an Alternative Currency made under Letters of Credit) or if such
payment relates to a Letter of Credit denominated in Dollars, 1:00 P.M. (New
York City time) on the day when due in Dollars to the LC Issuer at its address
referred to in Section 8.02 hereof in same day funds and (ii) if such payment
relates to reimbursement of a Letter of Credit denominated in an Alternative
Currency, (A) in such Alternative Currency, at the LC Issuer153s Payment Office
therefor so long as such payment is made by the close of business on the
Business Day when due and (B) thereafter in Dollars (at the then Dollar
equivalent of the amount due on such preceding Business Day), by 1:00 P.M. (New
York City time) to the LC Issuer at its address referred to in Section 8.02
hereof in same day funds as provided in Section 2.13 above.

(b) The Company and each LC Subsidiary hereby authorize the LC Issuer, if and
to the extent payment owed to the LC Issuer is not paid when due hereunder to
charge from time to time against any or all of the Company153s or such LC
Subsidiary153s accounts with the LC Issuer any amount so due (it being understood
and agreed that, notwithstanding anything in this Agreement or any of the other
LC Facility Documents to the contrary, accounts, deposits, sums, securities or
other property of any Foreign Subsidiary or of any Subsidiary of a Foreign
Subsidiary (including any Foreign Subsidiary or any Subsidiary of a Foreign
Subsidiary that is an LC Subsidiary) will not serve at any time, directly or
indirectly, to collateralize or otherwise offset the Obligations of the Company
or any Domestic Subsidiary, and, in addition, unless otherwise agreed to by the
Company, the accounts, deposits, sums, securities or other property of a Foreign
Subsidiary or Subsidiary of a Foreign Subsidiary will only serve to
collateralize or offset the Obligations of another Foreign Subsidiary or
Subsidiary of a Foreign Subsidiary that is an LC Subsidiary if such former
Foreign Subsidiary or Subsidiary of a Foreign Subsidiary is owned by such latter
Foreign Subsidiary or Subsidiary of a Foreign Subsidiary that is an LC
Subsidiary).

(c) All computations of interest based on the Base Rate and of letter of
credit facility fees shall be made by the LC Issuer on the basis of a year of
365 or 366 days, as the case may be, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest or letter of credit facility fees are payable. Each
determination by the LC Issuer of an interest rate hereunder shall be conclusive
and binding for all purposes, absent manifest error.

(d) Whenever any payment hereunder shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding Business
Day, and such extension of time shall in such case be included in the
computation of payment of interest or letter of credit facility fee, as the case
may be.

SECTION 3.02 Taxes. (a) Any and all payments by the Company and each
LC Subsidiary hereunder shall be made free and clear of and without deduction
for any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding taxes
imposed on the overall net income of the LC Issuer, and franchise taxes imposed
on the LC Issuer, by the jurisdiction under the laws of which the LC Issuer is
organized or any political subdivision thereof and taxes imposed on the overall
net income of the LC Issuer, and franchise taxes imposed on the LC Issuer, by
the jurisdiction of the

LC Issuer153s Applicable Issuing Office or any political subdivision thereof
(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings
and liabilities being hereinafter referred to as “Taxes“). If the Company
or any LC Subsidiary shall be required by applicable Requirements of Law to
deduct any Taxes from or in respect of any sum payable under any LC Facility
Document to the LC Issuer, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 3.02) the LC Issuer
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Company or such LC Subsidiary shall make such
deductions, (iii) the Company or respective LC Subsidiary shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable Requirements of Law and (iv) as soon as practicable
after the date of any payment of Taxes, the Company or respective LC Subsidiary
shall furnish to the LC Issuer, at its address referred to on the signature page
hereto, the original or a certified copy of a receipt evidencing payment
thereof, to the extent such a receipt is issued therefore, or other evidence of
payment thereof that is reasonably satisfactory to the LC Issuer.

(b) In addition, the Company agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or from the execution,
delivery or registration of, performance under or otherwise with respect to,
this Agreement or the Letters of Credit (hereinafter referred to as “Other
Taxes“).

(c) The Company or the respective LC Subsidiary will indemnify the LC Issuer
for the full amount of Taxes and Other Taxes (including, without limitation, any
Taxes of any kind imposed or asserted by any jurisdiction on amounts payable
under this Section 3.02) imposed on or paid by the LC Issuer and any liability
(including penalties, additions to tax, interest and expenses) arising therefrom
or with respect thereto, whether or not such Taxes or Other Taxes were correctly
or legally asserted. A reimbursement shall be made within 30 days from the date
the LC Issuer makes written demand therefor. The LC Issuer shall give prompt
(within 10 Business Days) notice to the Company of the payment by the LC Issuer
of such amounts payable by the Company under the indemnity set forth in this
subsection (c), and of the assertion by any governmental or taxing authority
that such amounts are due and payable, but the failure to give such notice shall
not affect the Company153s or any LC Subsidiary153s obligations hereunder to
reimburse the LC Issuer for such Taxes or Other Taxes or Taxes imposed or
asserted on amounts payable under this Section 3.02, except that neither the
Company nor any LC Subsidiary shall be liable for penalties or interest accrued
or incurred from the commencement of such 10 Business Day period until 10
Business Days after it receives the notice contemplated above, after which time
it shall be liable for interest and penalties accrued or incurred prior to such
10 Business Day period and accrued or incurred beginning 10 Business Days after
such receipt. Neither the Company nor any LC Subsidiary shall be liable for any
penalties, interest, expense or other liability with respect to such Taxes or
Other Taxes after it has reimbursed the amount thereof to the LC Issuer.

(d) If the LC Issuer is organized under the laws of a jurisdiction outside
the United States, on or prior to the date of its execution and delivery of this
Agreement and from time to time thereafter if requested in writing by the
Company (but only so long as

the LC Issuer remains lawfully able to do so), it shall provide the Company
with Internal Revenue Service form W-8BEN or W-8ECI, as appropriate, or any
successor form prescribed by the Internal Revenue Service, certifying that the
LC Issuer is entitled to benefits under an income tax treaty to which the United
States is a party which reduces the rate of withholding tax on payments of
interest payable by the Company or certifying that the interest is effectively
connected with the conduct of a trade or business in the United States.
Similarly, with respect to each LC Subsidiary organized under the laws of a
jurisdiction outside the United States, the LC Issuer, on or prior to the date
of its execution and delivery of this Agreement and from time to time thereafter
if requested in writing by the Company or such LC Subsidiary (but only so long
as the LC Issuer remains lawfully able to do so), shall provide the Company or
such LC Subsidiary with appropriate documentation certifying applicable
exemptions from withholding tax imposed by any jurisdiction on payments of
interest payable by such LC Subsidiary. If the forms provided by the LC Issuer
at the time the LC Issuer first becomes a party to this Agreement indicate a
withholding tax (including, without limitation, United States interest
withholding) tax rate in excess of zero, withholding tax at such rate shall be
considered excluded from “Taxes” unless and until the LC Issuer provides the
appropriate forms certifying that a lesser rate applies, whereupon withholding
tax at such lesser rate only shall be considered excluded from Taxes for periods
governed by such forms; provided however, that, if at the date of
any assignment pursuant to Section 8.07 hereof, the LC Issuer assignor was
entitled to payments under subsection (a) of this Section 3.02 in respect of
withholding tax with respect to interest paid at such date, then, to such
extent, the term Taxes shall include (in addition to withholding taxes that may
be imposed in the future or other amounts otherwise includible in Taxes)
withholding tax, if any, applicable with respect to the assignee on such date.

(e) For any period with respect to which the LC Issuer has failed to provide
the Company or any LC Subsidiary with the appropriate form described in Section
3.02(d) hereof (other than if such failure is due to a change in
law occurring subsequent to the date on which a form originally was required to
be provided, or if such form otherwise is not required under the first two
sentences of subsection (d) above), the LC Issuer shall not be entitled to
indemnification, and for purposes of clarification, neither the Company nor any
LC Subsidiary shall be required to increase any amounts payable to the LC Issuer
under Sections 3.02(a) or 3.02(c) hereof with respect to Taxes or Other Taxes
imposed by any jurisdiction (including, without limitation, the United States);
provided, however, that should the LC Issuer become subject to
Taxes or Other Taxes because of its failure to deliver a form required
hereunder, the Company shall take such steps as the LC Issuer shall reasonably
request to assist the LC Issuer to recover such Taxes or Other Taxes.

(f) Without affecting its rights under this Section 3.02 or any provision of
this Agreement, the LC Issuer agrees that if any Taxes or Other Taxes are
imposed and required by law to be paid or to be withheld from any amount payable
to the LC Issuer or its Applicable Issuing Office with respect to which the
Company or any LC Subsidiary would be obligated pursuant to this Section 3.02 to
increase any amounts payable to the LC Issuer or to pay any such Taxes or Other
Taxes, the LC Issuer shall use reasonable efforts to select an alternative
Applicable Issuing Office which would not result in the imposition of such Taxes
or Other Taxes; provided, however, that no LC Issuer shall be

obligated to select an alternative Applicable Issuing Office if the LC Issuer
determines that as a result of such selection the LC Issuer would be in
violation of an applicable law, regulation, or treaty, or would incur
unreasonable additional costs or expenses.

(g) In the event that an additional payment is made under this Section 3.02
for the account of the LC Issuer and the LC Issuer, in its sole discretion,
determines that it has finally and irrevocably received or been granted a credit
against or release or remission for, or repayment of, any tax paid or payable by
it in respect of or calculated with reference to the deduction or withholding
giving rise to such payment, the LC Issuer shall, to the extent that it
determines that it can do so without prejudice to the retention of the amount of
such credit, relief, remission or repayment, pay to the Company or LC
Subsidiary, as the case may be, such amount as the LC Issuer shall, in its sole
discretion, have determined to be attributable to such deduction or withholding
and which will leave the LC Issuer (after such payment) in no worse position
than it would have been in if the Company or LC Subsidiary had not been required
to make such deduction or withholding. Nothing herein contained shall interfere
with the right of the LC Issuer to arrange its tax affairs in whatever manner it
thinks fit nor oblige the LC Issuer to claim any tax credit or to disclose any
information relating to its tax affairs or any computations in respect thereof
or require the LC Issuer to do anything that would prejudice its ability to
benefit from any other credits, reliefs, remissions or repayments to which it
may be entitled.

(h) The LC Issuer agrees with the Company that it will take all reasonable
actions by all usual means (i) to secure and maintain the benefit of all
benefits available to it under the provisions of any applicable double tax
treaty concluded by the United States of America to which it may be entitled by
reason of the location of the LC Issuer153s Applicable Issuing Office or place of
incorporation or its status as an enterprise of any jurisdiction having any such
applicable double tax treaty, if such benefit would reduce the amount payable by
the Company or any LC Subsidiary in accordance with this Section 3.02 and (ii)
otherwise to cooperate with the Company to minimize the amount payable by the
Company or any LC Subsidiary pursuant to this Section 3.02; provided,
however, that the LC Issuer shall not be obliged to disclose to the
Company or any LC Subsidiary any information regarding its tax affairs or tax
computations nor to reorder its tax affairs or tax planning pursuant hereto.

(i) Without prejudice to the survival of any other agreement of the Company
or any LC Subsidiary hereunder, the agreements and obligations of the Company
and the LC Subsidiaries contained in this Section 3.02 shall survive the payment
in full of the Obligations.

ARTICLE IV

CONDITIONS OF ISSUANCE

SECTION 4.01 Conditions Precedent to Effectiveness of this Agreement.
This Agreement shall become effective on and as of the first date (the
“Effective Date“) on which the following conditions precedent have been
satisfied:

(a) All governmental and third party consents and approvals necessary in
connection with the transactions contemplated hereby shall have been obtained
(without the imposition of any conditions that are not acceptable to the LC
Issuer) and shall remain in effect, and no law or regulation shall be applicable
in the reasonable judgment of the LC Issuer that restrains, prevents or imposes
materially adverse conditions upon the transactions contemplated hereby.

(b) The LC Issuer shall have received the following in form and substance
satisfactory to the LC Issuer:

(a) Certified copies of the resolutions of the board of directors (or persons
performing similar functions) of the Company approving the Agreement and each of
the LC Facility Documents to which it is or is to be a party, and of all
documents evidencing other necessary Governmental Authorizations, or other
necessary consents, approvals, authorizations, notices, filings or actions, with
respect to this Agreement and any of the LC Facility Documents to which it is or
is to be a party.

(b) A copy of a certificate of the Secretary of State (or equivalent
Governmental Authority) of the jurisdiction of organization of each domestic
Account Party listing the certificate or articles of incorporation (or similar
Constitutive Document) of each such Account Party and each amendment thereto on
file in the office of such Secretary of State (or such governmental authority)
and certifying (A) that such amendments are the only amendments to such Person153s
certificate or articles of incorporation (or similar constitutive document) on
file in its office, (B) if customarily available in such jurisdiction, that such
Person has paid all franchise taxes (or the equivalent thereof) to the date of
such certificate and (C) that such Person is duly organized and is in good
standing under the laws of the jurisdiction of its organization.

(c) A certificate of the Secretary or an Assistant Secretary of each domestic
Account Party certifying the names and true signatures of the officers of such
Account Party authorized to sign each LC Facility Document to which it is a
party and the other documents to be delivered hereunder.

(d) A favorable opinion of General Counsel or Associate General Counsel to
the Account Parties, substantially in the form of Exhibit A-1 hereto and as to
such other matters as the LC Issuer may reasonably request.

(e) A favorable opinion of Orrick, Herrington & Sutcliffe LLP, special
New York counsel to the Account Parties, in substantially the form of Exhibit
A-2 hereto and as to such other matters as the LC Issuer may reasonably request.

(f) Such other approvals, opinions or documents as the LC Issuer may
reasonably request.

(g) Evidence that the 364-Day Agreement and each of the Other LC Facilities
has been entered into and all conditions precedent to the effectiveness of

the 364-Day Agreement and each of the Other LC Facilities (except the entry
into and effectiveness of this Agreement) have been satisfied or waived.

(h) Evidence that the security interests granted to each of Bank of America,
N.A., HSBC Bank, National Association and JPMorgan Chase Bank in respect of
those certain letter of credit agreements between each of such parties and the
Company and dated as of June 25, 2003 have been terminated and all liens
thereunder have been released.

(d) All amounts owing by the Company or any of its Subsidiaries to the
lenders and agents under the Existing Letter of Credit Agreement shall have
been, paid in full, and all commitments of the lenders under the Existing Letter
of Credit Agreement (except for the letters of credit issued thereunder which
are to be deemed issued under this Agreement or the 364- Day Agreement) shall
have been, or concurrently with the initial extension of credit made on the
Effective Date shall be, terminated in accordance with the terms of the Existing
Letter of Credit Agreement and all guarantees given, and security interests
granted, in connection therewith shall have been terminated.

SECTION 4.02 Conditions Precedent to Each Issuance. The obligation of
the LC Issuer to Issue each Letter of Credit (including the initial Letter of
Credit) shall be subject to the further conditions precedent that on the date of
such Issuance the following statements shall be true (and each request for
Issuance 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 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, before and after giving effect to such Issuance, 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;

(b) No event has occurred and is continuing, or would result from such
Issuance or from the application of the proceeds therefrom or 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.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

SECTION 5.01 Representations and Warranties of the Company. The
Company represents and warrants as follows:

(a) The Company is a corporation duly organized, validly existing and in good
standing under the laws of Delaware; each LC Subsidiary is duly organized or
formed, validly existing and in good standing under the laws of its jurisdiction
of incorporation or organization. The Company and each of its Subsidiaries
possess all powers (corporate or otherwise) and all other authorizations and
licenses necessary to engage in their respective businesses, except where the
failure to so possess would not have a Material Adverse Effect.

(b) The execution, delivery and performance by each Account Party of the LC
Facility Documents to which it is a party and the consummation of the
transactions contemplated thereby are within such Account Party153s respective
powers (corporate or otherwise), have been duly authorized by all necessary
action (corporate or otherwise), and do not (i) contravene such Account Party153s
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
Account Party or any of its properties or (iv) except for the Liens created
under the LC Facility Documents, result in or require the creation or imposition
of any Lien upon or with respect to any of the properties of any Account Party.
No Account 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) 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 Account Party of the LC Facility
Documents to which it is a party.

(d) Each LC Facility Document is the legal, valid and binding obligation of
the Account Party thereto enforceable against such Account 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 creditors153
rights generally and general principles of equity (regardless of whether
considered in a proceeding in equity or at law).

(e) The Consolidated balance sheets of the Company and its Subsidiaries as of
January 29, 2005, and the related Consolidated statements of income and retained
earnings of the Company and its Subsidiaries for the Fiscal Year then ended,
certified by Deloitte & Touche LLP or other independent public accountants
reasonably acceptable to

the LC Issuer, copies of which have been furnished to the LC Issuer, when
taken as a whole fairly present the Consolidated financial condition of the
Company and its Subsidiaries as at such date and the results of the operations
of the Company and its Subsidiaries for the period ended on such date, all in
accordance with GAAP.

(f) Since January 29, 2005, there has been no Material Adverse Change.

(g) There is no pending or, to the Company153s knowledge, threatened action or
proceeding affecting the Company or any of its Subsidiaries before any court,
governmental agency or arbitrator, (i) which is reasonably likely to be
adversely determined and if adversely determined would have a Material Adverse
Effect or (ii) which purports to affect the legality, validity or enforceability
of any LC Facility Document.

(h) The Company is not engaged in the business of extending credit for the
purpose of purchasing or carrying Margin Stock.

(i) Neither the Company nor any of its Subsidiaries is an “investment
company,” or an “affiliated person” of, or “promoter” or “principal underwriter”
for, an “investment company,” as such terms are defined in the Investment
Company Act of 1940, as amended.

(j) Set forth on Schedule IV hereto is a complete and accurate list, as of
the date hereof, of all Plans of the Company and its Subsidiaries. Neither the
Company nor any ERISA Affiliate is a party or subject to, or has any obligation
to make payments, or incur any material Withdrawal Liability, to, any
Multiemployer Plan.

(k) Except as provided in Schedule V, no ERISA Event has occurred with
respect to any Plan that, when taken together with all other such ERISA Events
for which liability is reasonably expected to occur would reasonably be likely
to result in a Material Adverse Effect.

(l) Except as provided in Schedule V, Schedule B (Actuarial Information) to
the most recently completed annual report (Form 5500 Series) for each Plan of
the Company or its Subsidiaries, copies of which have been or will be filed with
the Internal Revenue Service, is complete and accurate in all material respects
and fairly presents the funding status of such Plan, and since the date of such
Schedule B there has been no material adverse change in such funding status
which would reasonably be likely to result in a Material Adverse Effect.

(m) Except as provided in Schedule V, neither the Company nor any ERISA
Affiliate has been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or has been terminated, within the
meaning of Title IV of ERISA and no Multiemployer Plan is reasonably expected to
be in reorganization or to be terminated, within the meaning of Title IV of
ERISA.

(n) Each of the Company and its Subsidiaries is in compliance with all
Requirements of Law (including, without limitation, all applicable Environmental
Laws)

applicable to their respective properties, assets and business other than (i)
where the failure to so comply would (as to all such failures to comply in the
aggregate) not have a Material Adverse Effect or (ii) as described on Schedule
VI.

(o) As of the Effective Date, no information, exhibit or report furnished by
any Account Party to the LC Issuer in connection with the negotiation of the LC
Facility Documents or pursuant to the terms of the LC Facility Documents
contained any untrue statement of a material fact or omitted to state a material
fact necessary to make the statements made therein not misleading; provided that
all financial projections, if any, that have been or will be prepared by the
Company and made available to the LC Issuer have been or will be prepared in
good faith based upon reasonable assumptions, it being understood by the LC
Issuer and all the other parties hereto that such projections are subject to
significant uncertainties and contingencies, many of which are beyond the
Company153s control, and that no assurances can be given that the projections will
be realized.

ARTICLE VI

COVENANTS OF THE COMPANY

SECTION 6.01 Affirmative Covenants. The Company will, unless the LC
Issuer shall otherwise consent in writing:

(a) Preservation of Existence, Etc. Preserve and maintain, and cause
each of its Subsidiaries to preserve and maintain, its existence (corporate or
otherwise), rights (charter and statutory), and franchises except if, in the
reasonable business judgment of the Company or such LC Subsidiary, as the case
may be, it is in its best economic interest not to preserve and maintain such
rights or franchises and such failure to preserve and maintain such rights or
franchises would not materially adversely affect the rights of the LC Issuer
hereunder or the ability of the Company or any of the LC Subsidiaries to perform
its obligations under the respective LC Facility Documents (it being understood
that the foregoing shall not prohibit, or be violated as a result of, any
transactions by or involving the Company or any of the LC Subsidiaries otherwise
permitted under Section 6.02).

(b) Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply, in all material respects with all applicable laws
(including, without limitation, ERISA and all Environmental Laws), rules,
regulations and orders, such compliance to include, without limitation, paying
before the same become delinquent all taxes, assessments and governmental
charges imposed upon it or upon its property except to the extent contested in
good faith or where the failure to comply would not have a Material Adverse
Effect.

(c) Visitation Rights. Permit, and cause each of the LC Subsidiaries
to permit, the LC Issuer, or any agents or representatives thereof, from time to
time, during normal business hours, and upon reasonable prior notice, to examine
and make copies of and abstracts from its records and books of account, to visit
its properties, and to discuss the affairs, finances and accounts of the Company
and the LC Subsidiaries with any of their respective directors, officers or
agents.

(d) Maintenance of Books and Records. Keep, and cause each of the LC
Subsidiaries to keep, proper books of record and account, in which full and
correct entries shall be made of all financial transactions and the assets and
business of the Company and each of the LC Subsidiaries in accordance with sound
business practice.

(e) Maintenance of Properties, Etc. Maintain and preserve, and cause
each of its Subsidiaries to maintain and preserve, all of its properties which
are used or useful in the conduct of its business in good working order and
condition, ordinary wear and tear excepted, consistent with sound business
practice, except where the failure to so maintain and preserve would not have a
Material Adverse Effect.

(f) Maintenance of Insurance. Maintain, and cause each of the LC
Subsidiaries to maintain, insurance (other than earthquake or terrorism
insurance) in amounts, from responsible and reputable insurance companies or
associations, with limitations, of types and on terms as is customary for the
industry; provided, that, the Company and each of the LC
Subsidiaries may self-insure risks and liabilities in accordance with its
practice as of the date hereof and may in addition self-insure risks and
liabilities in amounts as are customarily self-insured by similarly situated
Persons in the industry.

(g) Use of Proceeds. Use the issuances of Trade Letters of Credit
solely for general corporate purposes of the Company and the LC Subsidiaries.

(h) Post-Closing Actions. Within 90 days following the Effective Date,
deliver certified copies of the resolutions of the board of directors (or
persons performing similar functions) of each Account Party (other than the
Company) approving the Agreement and each of the LC Facility Documents to which
it is or is to be a party and ratifying the execution of each of the LC Facility
Documents, together with legal opinions delivered by legal counsel to each such
Account Party, in form and substance satisfactory to the LC Issuer.

SECTION 6.02 Negative Covenants. The Company will not, without the
written consent of the LC Issuer:

(a) Liens, Etc. Create or suffer to exist, or permit any of its
Subsidiaries to create or suffer to exist, any Lien (including an assignment of
any right to receive income), other than:

(a) Permitted Liens;

(b) Liens securing Debt in an aggregate outstanding principal amount, or
securing exposure under Hedge Agreements, when aggregated (without duplication)
with the outstanding principal amount of all Debt incurred under Section
6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible
Net Worth at the end of the immediately preceding Fiscal Quarter;

(c) Liens upon or in any real property, equipment, fixed asset or capital
asset acquired, constructed, improved or held by the Company or any Subsidiary
in the ordinary course of business to secure the cost of acquiring, constructing
or improving such property, equipment or asset or to secure Debt incurred solely
for the purpose of financing the acquisition of such property, equipment or
asset, or Liens existing on such property, equipment or asset at the time of its
acquisition (other than any such Liens created in contemplation of such
acquisition, construction or improvement that were not incurred to finance the
acquisition, construction or improvement of such property, equipment or asset)
or extensions, renewals or replacements of any of the foregoing for the same or
a lesser amount, provided, however, that no such Lien shall extend
to or cover any properties of any character other than the real property,
equipment or asset being acquired, constructed or improved, and no such
extension, renewal or replacement shall extend to or cover any properties not
theretofore subject to the Lien being extended, renewed or replaced;

(d) Liens upon existing real property interests of the Company or any of its
Subsidiaries to secure Debt in an aggregate principal amount not in excess of
$600,000,000; and

(e) Liens existing on property prior to the acquisition thereof by the
Company or any of its Subsidiaries in the ordinary course of business or on
property of a Person existing at the time such Person is merged into or
consolidated with the Company or any Subsidiary of the Company or becomes a
Subsidiary of the Company; provided that such Liens were not created in
contemplation of such merger, consolidation or acquisition and do not extend to
any other assets of the Company or such Subsidiary, and the replacement,
extension or renewal of any such Lien upon or in the same property subject
thereto or the replacement, extension or renewal (without increase in the
amount, shortening the maturity or change in any direct or contingent obligor if
such change would be adverse to the Company) of the Debt permitted hereunder
secured thereby.

(b) Subsidiary Debt. Permit any of its Subsidiaries to create, incur,
assume or suffer to exist, any Debt, except:

(a) Debt under (A) this Agreement, (B) the 364-Day Agreement, (C) the Other
LC Facilities, and (D) the Revolving Credit Agreement;

(b) Debt incurred after the date of this Agreement and secured by Liens
expressly permitted under Section 6.02(a)(iii) hereof in an aggregate principal
amount not to exceed, when aggregated with the principal amount of all Debt
incurred under clause (iii) of this Section 6.02(b), $100,000,000 at any time
outstanding;

(c) Capital Leases incurred after the date of this Agreement which, when the
principal amount thereof is aggregated with the principal amount of all Debt
incurred under clause (ii) of this Section 6.02(b), do not exceed $100,000,000
at any time outstanding;

(d) Debt referred to in Section 6.02(a)(iv) in a principal amount not in
excess of the amount referred to therein;

(e) Debt existing on the Effective Date and described on Schedule VII
(“Existing Debt“), and any Debt extending the maturity of, or refunding,
refinancing or replacing, in whole or in part, the Existing Debt;
provided, that (A) the aggregate principal amount of such
extended, refunding, refinancing or replacement Debt shall not be increased
above the principal amount of the Existing Debt and the premium, if any, thereon
outstanding immediately prior to such extension, refunding, refinancing or
replacement and (B) the direct and contingent obligors of the Existing Debt
shall not be changed as a result of or in connection with such extension,
refunding, refinancing or replacement if such change would be adverse to the
interests of the Company;

(f) Debt owed to the Company or to any Subsidiary of the Company;

(g) Debt not otherwise permitted under this Section 6.02(b) in an outstanding
principal aggregate amount, when aggregated (without duplication) with the
outstanding principal amount of all Debt secured by Liens permitted under
Section 6.02(a)(ii), not in excess at any time of 7.5% of the Consolidated
Tangible Net Worth at the end of the immediately preceding Fiscal Quarter;

(h) Obligations of a Subsidiary of the Company under direct or indirect
guaranties in respect of, or obligations (contingent or otherwise) to purchase
or acquire, or otherwise to assure a creditor against loss in respect of, Debt
of another Subsidiary of the Company permitted under clauses (i) through (viii)
of this Section 6.02(b); and

(i) Endorsement of negotiable instruments for deposit or collection or
similar transactions in the ordinary course of business.

(c) Investments. Make, or permit any of its Subsidiaries to make, an
investment in any Person that is not a Loan Party or a Subsidiary of a Loan
Party by way of the purchase of such Person153s capital stock or securities or the
making of capital contributions with respect thereto (an “Investment“)
unless, on the date of and after giving pro forma effect to such investment, the
Company would be in compliance with the financial covenants set forth in Section
6.03.

(d) Mergers, Etc. Merge or consolidate with or into any Person, or
permit any of its Subsidiaries to do so, except (i) any Subsidiary of the
Company may merge or consolidate with or into the Company or any Subsidiary of
the Company, (ii) the Company may merge with any other Person so long as the
Company is the surviving corporation and (iii) in connection with any
transaction permitted by Section 6.02(c) or (e).

(e) Sale of Assets. Sell, lease, transfer or otherwise dispose of, or
permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of,
any assets, or grant any option or other right to purchase, lease or otherwise
acquire any assets, in each case to any Person that is not a Loan Party or a
Subsidiary of a Loan Party, except (i) sales of inventory in the ordinary course
of its business; (ii) the Company and its Subsidiaries may, directly or
indirectly through the Company or one or more of its Subsidiaries, sell, lease,
transfer or otherwise dispose of any obsolete, damaged or worn-out property or
any other property that is otherwise no longer useful in the conduct of their
business; (iii) the Company and its Subsidiaries may sell real property
interests as part of one or more sale leaseback transactions provided that the
value of such real property interests shall not be in excess of $600,000,000
less, without duplication, the amount of Debt incurred as contemplated by
Section 6.02(a)(iv) hereof; (iv) the Company and its Subsidiaries may sell cash
equivalents and other similar instruments in which it has invested from time to
time; and (v) the Company and its Subsidiaries may sell, lease, transfer or
otherwise dispose of property and assets so long as the aggregate fair market
value of all such property and assets sold, leased, transferred or otherwise
disposed of pursuant to this clause (v) from the Effective Date to the date of
determination does not exceed 25% of the Consolidated Total Assets.

(f) Change in Nature of Business. Make any material change in the
nature of the business of the Company and its Subsidiaries as conducted as of
the date hereof.

SECTION 6.03 Financial Covenants. So long as any Letter of Credit
shall be outstanding or the LC Issuer shall have any Commitment hereunder, the
Company will, unless it has the written consent of the LC Issuer to do
otherwise:

(a) Leverage Ratio. Maintain a Leverage Ratio as of the last day of
each Fiscal Quarter, determined on the basis of the most recently completed four
consecutive Fiscal Quarters ending on such day, of not greater than 2.25:1.00.

(b) Fixed Charge Coverage Ratio. Maintain a Fixed Charge Coverage
Ratio as of the last day of each Fiscal Quarter, determined on the basis of the
most recently completed four consecutive Fiscal Quarters ending on such day, of
not less than 2.00:1.00.

SECTION 6.04 Reporting Requirements. The Company will furnish to the
LC Issuer:

(a) As soon as available and in any event within 45 days after the end of
each of the first three Fiscal Quarters, Consolidated balance sheets of the
Company and its Subsidiaries as of the end of such Fiscal Quarters and
Consolidated statements of income and retained earnings of the Company and its
Subsidiaries for the period commencing at the end of the previous Fiscal Year
and ending with the end of such Fiscal Quarter, certified by the chief financial
officer or treasurer of the Company and accompanied by a certificate of said
officer stating that such have been prepared in accordance with GAAP.

(b) As soon as available and in any event within 90 days after the end of
each Fiscal Year, a copy of the annual report for such year for the Company and
its Subsidiaries, containing Consolidated financial statements of the Company
and its Subsidiaries for such Fiscal Year certified by Deloitte & Touche LLP
or other independent public accountants reasonably acceptable to the LC Issuer.

(c) Together with the financial statements required by Sections 6.04(a) and
(b), a compliance certificate, in substantially the form of Exhibit B hereto,
signed by the chief financial officer or treasurer of the Company stating (i)
whether or not he or she has knowledge of the occurrence of any Event of Default
or Default and, if so, stating in reasonable detail the facts with respect
thereto and (ii) whether or not the Company is in compliance with the
requirements set forth in Section 6.03 and showing the computations used in
determining such compliance or non-compliance.

(d) As soon as possible and in any event within five days after a Responsible
Officer becomes aware of each Event of Default and Default, a statement of a
Responsible Officer of the Company setting forth details of such Event of
Default or Default and the action which the Company has taken and proposes to
take with respect thereto.

(e) Promptly after the sending or filing thereof, copies of all reports which
the Company sends to any of its security holders, and copies of all reports and
registration statements which the Company or any Subsidiary files with the
Securities and Exchange Commission (the “SEC“) or any national securities
exchange.

(f) Promptly after the filing or receiving thereof, copies of all reports and
notices which the Company or any Subsidiary files under ERISA with the Internal
Revenue Service or the Pension Benefit Guaranty Corporation or the U.S.
Department of Labor or which the Company or any Subsidiary receives from such
entities other than immaterial regular periodic notices and reports and notices
and reports of general circulation.

(g) Within 120 days after the end of each Fiscal Year, a summary, prepared by
a Responsible Officer of the Company, of the Company153s (and its Subsidiaries153)
major insurance coverages (and the amount of self-insurance) then in effect.

(h) Such other information respecting the condition or operations, financial
or otherwise, of the Company or any of its Subsidiaries as the LC Issuer may
from time to time reasonably request.

Notwithstanding the foregoing, the financial statements required to be
delivered by the Company pursuant to Sections 6.04(a) and (b) and the reports
and statements required to be delivered by the Company pursuant to Section
6.04(e) shall be deemed to have been delivered (i) on the date on which the
Company posts reports containing such financial statements or other materials on
the Company153s website on the internet at “www.gapinc.com” (or any successor page
notified to the LC Issuer) or (ii) when such reports containing such financial
statements or other materials are posted on the SEC153s website on the internet at
“www.sec.gov”.

ARTICLE VII

EVENTS OF DEFAULT

SECTION 7.01 Events of Default. If any of the following events
(“Events of Default“) shall occur and be continuing:

(a) Any Account Party shall fail to pay any reimbursement obligation under
any Letter of Credit when the same becomes due and payable; or shall fail to pay
any interest payable with respect to any Letter of Credit, or any fees or any
other amounts hereunder within five days after the same become due and payable
by it; or

(b) Any representation or warranty made by any Account Party in any LC
Facility Document (whether made on behalf of itself or otherwise) or by any
Account Party (or any of its officers) in connection with any LC Facility
Document shall prove to have been incorrect in any material respect when made;
or

(c) Any Account Party shall fail to perform or observe (i) any covenant or
agreement contained in Section 6.02 or 6.03 hereof; or (ii) such other term,
covenant or agreement contained in any LC Facility Document on its part to be
performed or observed if the failure to perform or observe such other term,
covenant or agreement shall remain unremedied for 30 days after written notice
thereof shall have been given to such Account Party by the LC Issuer; or

(d) The Company or any of its LC Subsidiaries shall fail to pay any principal
of or premium or interest on any Debt which is outstanding in a principal amount
of at least $50,000,000 in the aggregate (but excluding Debt hereunder) of the
Company or such LC Subsidiary when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), and
such failure shall continue after the applicable grace period, if any, specified
in the agreement or instrument relating to such Debt; or any such Debt shall be
declared to be due and payable, or required to be prepaid (other than by a
regularly scheduled required prepayment), redeemed, purchased or defeased, or an
offer to prepay, redeem, purchase or defease such Debt shall be required to be
made, in each case as a result of a default thereunder and prior to the stated
maturity thereof; or

(e) The Company or any of the Material LC Subsidiaries shall generally not
pay its debts as such debts become due, or shall admit in writing its inability
to pay its debts generally, or shall make a general assignment for the benefit
of creditors; or any proceeding shall be instituted by or against the Company or
any of the Material LC Subsidiaries seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part
of its property and, in the case of any such proceeding instituted against it
(but not instituted by it), either such proceeding shall remain undismissed or
unstayed for a period of 60 days, or

any of the actions sought in such proceeding (including, without limitation,
the entry of an order for relief against, or the appointment of a receiver,
trustee, custodian or other similar official for, it or for any substantial part
of its property) shall occur; or the Company or any of the Material LC
Subsidiaries shall take any corporate action to authorize any of the actions set
forth above in this subsection (e); or

(f) One or more judgments or orders for the payment of money in excess of
$50,000,000 in the aggregate shall be rendered against the Company or any of the
LC Subsidiaries and either (i) enforcement proceedings shall have been commenced
by any creditor upon such judgment or order or (ii) there shall be any period of
forty-five (45) consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; provided, however, that any such judgment or order shall
not give rise to an Event of Default under this Section 7.01(f) if and so long
as (A) the amount of such judgment or order which remains unsatisfied is covered
by a valid and binding policy of insurance between the respective Account Party
and the insurer covering full payment of such unsatisfied amount and (B) such
insurer has been notified, and has not disputed the claim made for payment, of
the amount of such judgment or order; or

(g) A Change of Control shall have occurred; or

(h) Any material provision of any of the LC Facility Documents after delivery
thereof pursuant to Section 4.01 hereof shall for any reason (other than
pursuant to the terms thereof) cease to be valid and binding on or enforceable
against any of the Account Parties intended to be a party to it, or any such
Account Party shall so state in writing; or

(i) Any of the following events or conditions shall have occurred and such
event or condition, when aggregated with any and all other such events or
conditions set forth in this subsection (j), has resulted or is reasonably
expected to result in liabilities of the Account Parties and/or the ERISA
Affiliates in an aggregate amount that would have a Material Adverse Effect:

(a) any ERISA Event shall have occurred with respect to a Plan; or

(b) any of the Account Parties or any of the ERISA Affiliates shall have been
notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal
Liability to such Multiemployer Plan; or

(c) any of the Account Parties or any of the ERISA Affiliates shall have been
notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is
in reorganization, is insolvent or is being terminated, within the meaning of
Title IV of ERISA, and, as a result of such reorganization, insolvency or
termination, the aggregate annual contributions of the Account Parties and the
ERISA Affiliates to all of the Multiemployer Plans that are in reorganization,
are insolvent or being terminated at such time have been or will be increased
over the amounts contributed to such Multiemployer Plans for the plan years of
such

Multiemployer Plans immediately preceding the plan year in which such
reorganization, insolvency or termination occurs; or

(d) any “accumulated funding deficiency” (as defined in Section 302
of ERISA and Section 412 of the Internal Revenue Code), whether or not waived,
shall exist with respect to one or more of the Plans; or

(e) or any Lien shall exist on the property and assets of any of the Account
Parties or any of the ERISA Affiliates in favor of the PBGC,

then, and in any such event, the LC Issuer may, by notice to the Company, (A)
declare the obligation of the LC Issuer to issue further Letters of Credit to be
terminated, whereupon the same shall forthwith terminate, (B) declare amounts
payable under this Agreement to be forthwith due and payable, whereupon all such
amounts shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by each Account Party and/or (C) demand from time to time that the
Company, and if such demand is made the Company shall, pay to the LC Issuer, an
amount in immediately available funds equal to the then outstanding Letter of
Credit Liability (plus the additional amounts specified by Section 2.11(c), if
applicable) which shall be held by the LC Issuer as cash collateral in the LC
Collateral Account and applied to the reduction of such Letter of Credit
Liability as drawings are made on outstanding Letters of Credit
provided, however, that in the event of an actual or deemed entry
of an order for relief with respect to the Company or any of the LC Subsidiaries
under the Federal Bankruptcy Code, the obligation of the LC Issuer to issue
Letters of Credit shall automatically be terminated and all such amounts due
under this Agreement shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by each Account Party.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01 Amendments, Etc. (a) No amendment or waiver of any
provision of this Agreement or any other LC Facility Document, nor consent to
any departure by the Company or any LC Subsidiary therefrom, shall in any event
be effective unless the same shall be in writing and signed by the LC Issuer,
provided, however, that, except for amendments that are
contemplated to give effect to the terms hereof (including, without limitation,
Section 2.09 hereof and any amendment required to give effect to any assignment
permitted hereunder), no such amendment, waiver or consent in relation to any
material provision of this Agreement (including, without limitation, the
Termination Date and any fees or other amounts payable hereunder) shall be
effective unless the respective letter of credit issuing banks under each of the
Other LC Facilities shall also have given their prior written consent thereto.
All waivers and consents granted under this Section 8.01 shall be effective only
in the specific instance and for the specific purpose for which given.

(b) In the event of any amendment or modification to the terms of any
covenant set forth in the Revolving Credit Agreement, the LC Issuer and the
Account Parties agree that an equivalent amendment or modification shall be
deemed made in respect of the terms of the covenants set forth in this Agreement
(with immediate effect upon the effectiveness of the amendment or modification
under the Revolving Credit Agreement), so that the terms of the covenants in
this Agreement and the Revolving Credit Agreement shall, at all times, be the
same; provided, that if the LC Issuer is not a “Lender” under the Revolving
Credit Agreement, this Section 8.01(b) shall be of no further force and effect.
The LC Issuer shall provide the Company and the LC Subsidiaries with written
notice of any such deemed amendment or modification as provided in Section 8.02,
whereupon such deemed amendment or modification shall become effective.

SECTION 8.02 Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telecopier or electronic
mail) and mailed, sent by overnight courier, telecopied, emailed, or delivered,
if to the Company or any other Account Party, at its address at 2 Folsom Street,
San Francisco, CA 94105, Attention: Treasurer, Telecopier: 415-427-4015, email:
sabrina_simmons@gap.com; with a copy to 2 Folsom Street, San Francisco, CA
94105, Attention: General Counsel, Telecopier: 415-427-6982, email:
lauri_shanahan@gap.com; and to 2 Folsom Street, San Francisco, CA 94105,
Attention: Associate General Counsel, Telecopier: 415-427-7475, email:
tom_lima@gap.com; if to the LC Issuer, at its address at ___________, Attention:
________, Telecopier: _____________ or, as to each party, at such other address
or to such other person as shall be designated by such party in a written notice
to the other parties. All such notices and communications shall, when mailed, be
effective three days after being deposited in the mails, when sent by overnight
courier, be effective one day after being sent by overnight courier, and when
telecopied or sent by electronic mail, be effective when received (and, with
respect to notices and communications sent by electronic mail, upon confirmation
by the recipient of the receipt of such notice or communication), respectively;
and when delivered by hand, be effective upon delivery except that notices and
communications to the LC Issuer pursuant to Article II shall not be effective
until received by the LC Issuer.

SECTION 8.03 No Waiver; Remedies. No failure on the part of the LC
Issuer to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.

SECTION 8.04 Costs and Expenses.

(a) The Company agrees to pay within 30 days after presentation of a
statement of account all reasonable costs and expenses of the LC Issuer incurred
in connection with the preparation, execution, delivery, modification and
amendment of this Agreement, and the other documents to be delivered hereunder,
including, without limitation, the reasonable fees and out-of-pocket expenses of
one counsel (which shall be the same counsel, without duplication, for the Agent
under the Revolving Credit Agreement) for the LC Issuer (and appropriate local
counsel) with respect thereto and with respect to

advising the LC Issuer as to its rights and responsibilities under this
Agreement. The Company further agrees to pay within 30 days after presentation
of a statement of account all costs and expenses of the LC Issuer (including,
without limitation, reasonable and documented fees and expenses of counsel),
incurred in connection with the enforcement (whether through negotiations, legal
proceedings or otherwise) of the LC Facility Documents, the Letters of Credit,
and the other documents to be delivered hereunder and thereunder.

(b) The Company agrees to indemnify and hold harmless the LC Issuer and its
Affiliates and their respective officers, directors, employees, agents and
advisors (each, an “Indemnified Party“) from and against any and all
claims (other than lost profits), damages, liabilities and expenses (including,
without limitation, reasonable and documented fees and disbursements of one
counsel, absent a conflict of interest), which may be incurred by or asserted
against any Indemnified Party in connection with or arising out of any
investigation, litigation, or proceeding (whether or not such Indemnified Party
is party thereto) related to any acquisition or proposed acquisition by the
Company, or by any Subsidiary of the Company, of all or any portion of the stock
or substantially all the assets of any Person or any use or proposed use of the
Letters of Credit by any Account Party, except to the extent such claim, damage,
liability or expense shall have resulted from such Indemnified Party153s gross
negligence or willful misconduct. In the event this indemnity is unenforceable
as a matter of law as to a particular matter or consequence referred to herein,
it shall be enforceable to the full extent permitted by law. The indemnification
provisions set forth above shall be in addition to any liability the Company may
otherwise have. Without prejudice to the survival of any other obligation of the
Company hereunder, the indemnities and obligations of the Company contained in
this Section 8.04 shall survive the payment in full of all the Obligations of
the Account Parties.

SECTION 8.05 Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default, the LC Issuer and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any time owing by the LC Issuer or such Affiliate to or for the credit or the
account of any Account Party against any and all of the obligations of such
Account Party now or hereafter existing under this Agreement to the LC Issuer,
whether or not the LC Issuer shall have made any demand under this Agreement and
although such obligations may be unmatured (it being understood and agreed that,
notwithstanding anything in this Agreement or any of the other LC Facility
Documents to the contrary, accounts, deposits, sums, securities or other
property of any Foreign Subsidiary or of any Subsidiary of a Foreign Subsidiary
(including any Foreign Subsidiary or any Subsidiary of a Foreign Subsidiary that
is an LC Subsidiary) will not serve at any time, directly or indirectly, to
collateralize or otherwise offset the Obligations of the Company or any Domestic
Subsidiary, and, in addition, unless otherwise agreed to by the Company, the
accounts, deposits, sums, securities or other property of a Foreign Subsidiary
or Subsidiary of a Foreign Subsidiary will only serve to collateralize or offset
the Obligations of another Foreign Subsidiary or Subsidiary of a Foreign
Subsidiary that is an LC Subsidiary if such former Foreign Subsidiary or
Subsidiary of a Foreign Subsidiary is owned by such latter Foreign Subsidiary or
Subsidiary of a Foreign Subsidiary that is an LC Subsidiary). The LC

Issuer agrees promptly to notify the Company after any such set-off and
application made by the LC Issuer or any of its Affiliates, provided,
that, the failure to give such notice shall not affect the validity of
such set-off and application. The rights of the LC Issuer and its Affiliates
under this Section 8.05 are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which the LC Issuer and its
Affiliates may have.

SECTION 8.06 Binding Effect. This Agreement shall become effective
when it shall have been executed by the Company and each LC Subsidiary to be a
party hereto on the date hereof, and the LC Issuer and thereafter shall be
binding upon and inure to the benefit of the Company, each LC Subsidiary, and
the LC Issuer and their respective successors and assigns, except that the
Company and each LC Subsidiary shall not have the right to assign its respective
rights hereunder or any interest herein without the prior written consent of the
LC Issuer.

SECTION 8.07 Assignments and Participations. (a) The LC Issuer may,
and if demanded by the Company (following a demand by the LC Issuer pursuant to
Section 2.07 or 3.02 hereof, upon at least 10 days153 notice to the LC Issuer)
will, assign to one or more banks or other entities all or a portion of its
rights and obligations under this Agreement (including, without limitation, all
or a portion, respectively, of the Facility Amount); provided,
however, that (i) the respective amounts of the rights and obligations in
relation to the Facility Amount being assigned pursuant to each such assignment
(determined as of the date of such assignment with respect to such partial
assignment) shall in no event be less than $50,000,000 (or an integral multiple
of $25,000,000 in excess thereof), (ii) except during the continuance of a
Default, each such assignment shall be (a) to an Affiliate or (b) to an Eligible
Assignee consented to by the Company (following reasonable advance written
notice to the Company, which consent shall not, in the case of any assignment to
any “LC Issuer” party to the Other LC Facilities only, be unreasonably
withheld), (iii) each such assignment made as a result of a demand by the
Company pursuant to this Section 8.07(a) shall be arranged by the Company (at
its expense) after consultation with the LC Issuer and shall be either an
assignment of all of the rights and obligations of the LC Issuer under this
Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments which
together cover all of the rights and obligations of the LC Issuer under this
Agreement, (iv) the LC Issuer shall not be obligated to make any such assignment
as a result of a demand by the Company pursuant to this Section 8.07(a) unless
and until the LC Issuer shall have received one or more payments from either the
Company or one or more Eligible Assignees in an aggregate amount at least equal
to all reimbursement amounts and other amounts payable to the LC Issuer under
this Agreement, and (v) such assignee and the LC Issuer shall enter into such
agreement as they deem appropriate and (vi) such assignee, the Company and the
LC Subsidiaries shall enter into a letter of credit agreement and related
documents substantially similar to the LC Facility Documents with respect to
such assignment and the Facility Amount shall be reduced by the amount of such
assignment (but not reduced to an amount less than the aggregate amount of all
Letter of Credit Liability).

(b) The LC Issuer may sell participations to one or more banks or other
entities in or to all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its commitment
with respect to the Facility Amount); provided, however, that (i)
the LC Issuer153s obligations under this Agreement

(including, without limitation, its commitment with respect to the Facility
Amount) shall remain unchanged, (ii) the LC Issuer shall remain solely
responsible to the other parties hereto for the performance of such obligations,
and (iii) the Company and the LC Issuer shall continue to deal solely and
directly with the LC Issuer in connection with the LC Issuer153s rights and
obligations under this Agreement, provided, further, that, to the
extent of any such participation (unless otherwise stated therein and subject to
the preceding proviso), the purchaser of such participation shall, to the
fullest extent permitted by law, have the same rights and benefits hereunder as
it would have if it were the LC Issuer; and provided, further,
that each such participation shall be granted pursuant to an agreement providing
that the purchaser thereof shall not have the right to consent or object to any
action by the selling LC Issuer (who shall retain such right) other than an
action which would (i) reduce any amount due hereunder with respect to the
Letters of Credit or other amounts or fees in which such purchaser has an
interest, (ii) postpone any date fixed for payment of such amounts due with
respect to Letters of Credit or other amount or such fees, or (iii) extend the
Termination Date.

(c) Upon written request of the Company to the LC Issuer, the LC Issuer
shall, to the extent consistent with the policies of the LC Issuer, inform the
Company of the Dollar amount of any Full Term Participation (as hereinafter
defined) that the LC Issuer has entered into; provided, however,
that the LC Issuer shall not be obligated to disclose such information if the
disclosure thereof would constitute a violation of law or regulation or violate
any confidentiality agreement to which the LC Issuer is subject. For the
purposes of this subsection (d), “Full Term Participation” means a
participation by the LC Issuer to another Person whereby such other Person has
purchased (pursuant to a participation agreement) all or a portion of the LC
Issuer153s commitment with respect to the Facility Amount from the effective date
of such participation agreement to the Termination Date.

(d) Notwithstanding anything herein contained to the contrary, the LC Issuer
or any of its Affiliates may assign any of its rights under this Agreement to
any Federal Reserve Bank without notice to or consent of the Company.

(e) If the LC Issuer requests any payment from the Company under Section 2.07
or 3.02 hereof, then, subject to Section 8.07(a) hereof and provided no Default
or Event of Default shall have occurred and be continuing, the Company may
request the LC Issuer to (and, upon such request, the LC Issuer, without any
obligation to pay any fees in respect thereof, shall) assign all of its rights
and obligations under this Agreement to one or more Eligible Assignees in
accordance with Section 8.07(a) hereof provided that at the time of any such
assignment the Company has paid to the LC Issuer all amounts due it hereunder.

SECTION 8.08 Severability of Provisions. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

SECTION 8.09 Independence of Provisions. All agreements and covenants
hereunder shall be given independent effect such that if a particular action or
condition is prohibited by the terms of any such agreement or covenant, the fact
that such action or condition would be permitted within the limitations of
another agreement or covenant shall not be construed as allowing such action to
be taken or condition to exist.

SECTION 8.10 Confidentiality. The LC Issuer agrees that it will not
disclose to any third party any Confidential Information provided to it by the
Company; provided, that, the foregoing will not (a) restrict the
ability of the LC Issuer and any letter of credit participants from freely
exchanging Confidential Information among themselves (and its Affiliates,
employees, attorneys, agents and advisors), (b) restrict the ability to disclose
Confidential Information to a prospective Eligible Assignee or participant,
provided, that, such Eligible Assignee or participant executes a
confidentiality agreement with the LC Issuer agreeing to be bound by the terms
hereof prior to disclosure of Confidential Information to such Eligible Assignee
or participant or (c) prohibit the disclosure of Confidential Information to the
extent: (i) the Confidential Information is or has already become part of the
public domain at the time of disclosure, by publication or otherwise, except by
breach of this Section 8.10, (ii) the Confidential Information can be
established by written evidence to have already been in the lawful possession of
the LC Issuer prior to the time of disclosure; or (iii) the Confidential
Information is received by the LC Issuer from a third party not known to have a
similar restriction and without breach of this Section 8.10, or (iv) the
Confidential Information is required to be disclosed by order of a court of
competent jurisdiction, administrative agency or governmental body, or by
subpoena, summons or other legal process, or by law, rule or regulation, or by
applicable regulatory or professional standards provided that prior to such
disclosure the Company and the non-disclosing party are each given reasonable
advance notice of such order and an opportunity to object to such disclosure;
provided, that, no such notice or opportunity shall be required if
disclosure is required in connection with an examination by a regulatory
authority or is required in such circumstances where the applicable Governmental
Authority does not permit such notice or opportunity (it being understood the LC
Issuer will inform such authority of the confidential nature of the Confidential
Information being disclosed).

SECTION 8.11 Headings. Article and Section headings in this Agreement
are included for convenience of reference only and shall not constitute a part
of this Agreement for any other purpose.

SECTION 8.12 Entire Agreement. This Agreement sets forth the entire
agreement of the parties with respect to its subject matter and supersedes all
previous understandings, written or oral, in respect thereof.

SECTION 8.13 Execution in Counterparts. This Agreement 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.

SECTION 8.14 Consent to Jurisdiction. (a) Each of the parties hereto
hereby irrevocably submits to the non-exclusive jurisdiction of any New York
State or Federal court sitting in the County of New York, The City of New York,
in any action or proceeding

arising out of or relating to this Agreement or any other LC Facility
Document or the Letters of Credit, and each of the parties hereby irrevocably
agrees that all claims in respect of such action or proceeding may be heard and
determined in such New York State court or such Federal court. Each of the
parties hereby irrevocably agrees, to the fullest extent each may effectively do
so, that each will not assert any defense that such courts do not have subject
matter or personal jurisdiction of such action or proceeding or over any party
hereto. Each of the parties hereby irrevocably consents to the service of copies
of the summons and complaint and any other process which may be served in any
such action or proceeding by certified mail, return receipt requested, or by
delivering of a copy of such process to such party at its address specified in
Section 8.02 hereof or by any other method permitted by law. Each of the parties
hereby agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
by any other manner provided by law.

(b) Nothing in this Section 8.14 shall affect the right of any of the parties
hereto to serve legal process in any other manner permitted by law or affect the
right of any of the parties to bring any action or proceeding against any of the
parties or their property in the courts of other jurisdictions.

SECTION 8.15 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT, IN THE
CASE OF ARTICLE II, TO THE EXTENT SUCH LAWS ARE INCONSISTENT WITH THE UCP.

SECTION 8.16 WAIVER OF JURY TRIAL. EACH OF THE COMPANY, THE LC
SUBSIDIARIES, AND THE LC ISSUER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LC FACILITY DOCUMENT OR THE LETTERS OF
CREDIT, OR THE ACTIONS OF THE LC ISSUER IN CONNECTION WITH THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

[The remainder of this page intentionally left blank.]

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


THE COMPANY :

THE GAP, INC.

By:
Name:		Sabrina Simmons
Title:		Senior Vice President and Treasurer


THE LC SUBSIDIARIES

BANANA REPUBLIC, LLC

By:
Name:		Sabrina Simmons
Title:		Senior Vice President and Treasurer


GAP (CANADA) INC.

By:
Name:		Sabrina Simmons
Title:		Senior Vice President and Treasurer


GAP (FRANCE) S.A.S.

By:
Name:		Lisa D. Mertens
Title:		President


GAP (JAPAN) K.K.

By:
Name:		Thomas J. Lima
Title:		Director


GAP (NETHERLANDS) B.V.

By:
Name:		Julie H. Kanberg
Title:		Managing Director


GPS CONSUMER DIRECT, INC.

By:
Name:		Sabrina Simmons
Title:		Senior Vice President and Treasurer


GPS (GREAT BRITAIN) LIMITED

By:
Name:		Byron H. Pollitt, Jr.
Title:		Director


OLD NAVY (CANADA) INC.

By:
Name:		Sabrina Simmons
Title:		Senior Vice President and Treasurer


FORTH & TOWNE LLC

By:
Name:		Sabrina Simmons
Title:		Senior Vice President and Treasurer


THE LC ISSUER :

JPMORGAN CHASE BANK

By:
Name:
Title

Issuing Office:

K.K. Yeung, Vice President

138 Shatin Rural Cmte Road, Floor 20

Hong Kong

Fax: 011-852-2923-7220

Email: KK.YEUNG@jpmorgan.com;

With a copy to:

Peter Lui, Assistant Treasurer

138 Shatin Rural Cmte Road, Floor 20

Hong Kong

Fax: 011-852-2836-9666

Email: Peter.KM.Lui@jpmorgan.com

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