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These excerpts taken from the GPS 10-Q filed Jun 9, 2009. RECITALS
Gap Confidential and Proprietary Information
RECITALS A. Supplier and Gap have entered into that certain First Amended and Restated Master Services Agreement dated March 2, 2009 (the “Agreement"). Capitalized terms not defined in this Guarantee shall have the meanings as set forth in the Agreement. B. Supplier has agreed to guarantee, to the extent provided herein, the full and faithful payment of any Liability that any Supplier In-Country Affiliate may incur pursuant to the applicable Implementation Agreement. C. For purposes of this Guarantee, the term “Liability or Liabilities” includes any and all debts, payment obligations, and/or liabilities finally determined by a court of competent jurisdiction to be due and owing from any Supplier In-Country Affiliate to Gap or a Gap In-Country Affiliate whether the Supplier In-Country Affiliate is liable individually or jointly with others, whether for principal, interest or other debts or liabilities. RECITALS A. Gap and Supplier have entered into that certain First Amended and Restated Master Services Agreement dated as of March 2, 2009 (the “Agreement"). Capitalized terms not defined in this Guarantee shall have the meanings as set forth in the Agreement. B. Gap has agreed to guarantee, to the extent provided herein, the full and faithful payment of any Liability that any Gap In-Country Affiliate may incur pursuant to the applicable Implementation Agreement. C. For purposes of this Guarantee, the term “Liability or Liabilities” includes any and all debts, payment obligations, and/or liabilities finally determined by a court of competent jurisdiction to be due and owing from any Gap In-Country Affiliate to Supplier or a Supplier In-Country Affiliate whether the Gap In-Country Affiliate is liable individually or jointly with others, whether for principal, interest or other debts or liabilities. These excerpts taken from the GPS 8-K filed May 24, 2007. RECITALS A. The Company, the LC Subsidiaries and the LC Issuer are parties to a 3-Year Letter of Credit Agreement, dated as of May 6, 2005 (the “Agreement”), providing for the issuance by the LC Issuer of Letters of Credit (as therein defined) for the account of the Company and the LC Subsidiaries. B. As of the date hereof, certain Letters of Credit remain outstanding and undrawn. C. The Company and the LC Subsidiaries wish to amend the Agreement to terminate the obligation of the LC Issuer to issue further Letters of Credit and to provide that Letters of Credit issued and outstanding as of the date hereof need not be cash collateralized on the Termination Date in accordance with the existing terms and provisions of the Agreement. D. The LC Issuer is willing to make such amendment, on the terms and subject to the conditions of this Amendment. NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to them in the Agreement. 2. Amendments to Agreement. (a) Section 1.01 of the Agreement is hereby amended by deleting therefrom the definition of “Termination Date” and substituting therefor the following: “‘Termination Date’ means May 18, 2007.” (b) Section 2.01 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.01 Letters of Credit. The LC Issuer has, on the terms and conditions set forth herein, Issued for the account of the Company and one or more LC Subsidiaries, certain Letters of Credit that remain outstanding and undrawn as of the date of the First Amendment hereto.”
(c) Section 2.02 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.02 [Intentionally Omitted]” (d) Section 2.03 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.03 [Intentionally Omitted]” (e) Section 2.05 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.05 Letter of Credit Facility Fees. The Company hereby agrees to pay to the LC Issuer a letter of credit facility fee at a rate per annum equal to the Applicable Margin in effect from time to time on the Facility Amount in effect from time to time (regardless of the actual or deemed usage thereof) for the period from the date hereof until the Termination Date, payable quarterly in arrears on the last day of January, April, July and October and on the Termination Date.” (f) Section 2.09 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.09 [Intentionally Omitted]” (g) Section 2.10 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.10 [Intentionally Omitted]” (h) Section 2.15 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.15 [Intentionally Omitted]” (i) Section 2.16 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.16 [Intentionally Omitted]” (j) Article IV of the Agreement is hereby amended by deleting such Article in its entirety and replacing it with the following: RECITALS A. The Company, the LC Subsidiaries and the LC Issuer are parties to a 3-Year Letter of Credit Agreement, dated as of May 6, 2005 (the “Agreement”), providing for the issuance by the LC Issuer of Letters of Credit (as therein defined) for the account of the Company and the LC Subsidiaries. B. As of the date hereof, certain Letters of Credit remain outstanding and undrawn. C. The Company and the LC Subsidiaries wish to amend the Agreement to terminate the obligation of the LC Issuer to issue further Letters of Credit and to provide that Letters of Credit issued and outstanding as of the date hereof need not be cash collateralized on the Termination Date in accordance with the existing terms and provisions of the Agreement. D. The LC Issuer is willing to make such amendment, on the terms and subject to the conditions of this Amendment. NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to them in the Agreement. 2. Amendments to Agreement. (a) Section 1.01 of the Agreement is hereby amended by deleting therefrom the definition of “Termination Date” and substituting therefor the following: “‘Termination Date’ means May 18, 2007.” (b) Section 2.01 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.01 Letters of Credit. The LC Issuer has, on the terms and conditions set forth herein, Issued for the account of the Company and one or more LC Subsidiaries, certain Letters of Credit that remain outstanding and undrawn as of the date of the First Amendment hereto.”
(c) Section 2.02 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.02 [Intentionally Omitted]” (d) Section 2.03 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.03 [Intentionally Omitted]” (e) Section 2.05 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.05 Letter of Credit Facility Fees. The Company hereby agrees to pay to the LC Issuer a letter of credit facility fee at a rate per annum equal to the Applicable Margin in effect from time to time on the Facility Amount in effect from time to time (regardless of the actual or deemed usage thereof) for the period from the date hereof until the Termination Date, payable quarterly in arrears on the last day of January, April, July and October and on the Termination Date.” (f) Section 2.09 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.09 [Intentionally Omitted]” (g) Section 2.10 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.10 [Intentionally Omitted]” (h) Section 2.15 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.15 [Intentionally Omitted]” (i) Section 2.16 of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: “SECTION 2.16 [Intentionally Omitted]” (j) Article IV of the Agreement is hereby amended by deleting such Article in its entirety and replacing it with the following: This excerpt taken from the GPS 10-K filed Mar 28, 2006. RECITALS A. Gap and Supplier have entered into that certain Master Services Agreement dated as of January 13, 2006 (the “Agreement”). Capitalized terms not defined in this Guarantee shall have the meanings as set forth in the Agreement. B. Gap has agreed to guarantee, to the extent provided herein, the full and faithful payment of any Liability that any Gap In-Country Affiliate may incur pursuant to the applicable Implementation Agreement. C. For purposes of this Guarantee, the term “Liability or Liabilities” includes any and all debts, payment obligations, and/or liabilities finally determined by a court of competent jurisdiction to be due and owing from any Gap In-Country Affiliate to Supplier or a Supplier In-Country Affiliate whether the Gap In-Country Affiliate is liable individually or jointly with others, whether for principal, interest or other debts or liabilities. | EXCERPTS ON THIS PAGE:
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