The Gymboree Corporation Exhibit 10.48 to Form 10-K



Exhibit 10.48


The Gymboree Corporation


March 31, 2002                             


Fleet Retail Finance Inc., Administrative Agent

40 Broad Street - 10th Floor

Boston, Massachusetts 02109

Attention: Ms. Sally Sheehan


Re: August 24, 2000 Loan and Security Agreement

As amended (The “Loan Agreement”)


Dear Ms. Sheehan:


     Reference
is made to the Loan Agreement in which you are the Administrative Agent and the
Collateral Agent for a syndicate of revolving credit lenders and a term Lender
and The Gymboree Corporation is the “Lead Borrower” for itself and its
operating subsidiaries. (Terms used herein which are defined in the Loan
Agreement are used as so defined).


     This
letter constitutes a request by and on behalf of the Borrowers for the Lenders
to Consent to the Borrowers’ having incurred Consolidated Capital
Expenditures in excess of $15 Million for the Borrowers’ Fiscal year ending
on or about February 2, 2002.


This letter further
confirms the following:


     (a)
Such Consolidated Capital Expenditures for the Borrowers’ Fiscal year
ending on or about February 2, 2002 did not exceed $19 Million.


     (b)
Following the Lenders’ providing of the Consent requested by this letter,
no Borrower will be InDefault.


     (c)
There is no basis nor set of facts on which any amount (or any portion thereof)
owed by any Borrower under the Loan Agreement could be reduced, offset, waived,
or forgiven, by rescission or otherwise; nor is there any claim, counterclaim,
off set, or defense (or other right, remedy, or basis having a similar effect)
available to any Borrower with regard to thereto; nor is there any basis on
which the terms and conditions of any of the Liabilities could be claimed to be
other than as stated on the written instruments which evidence such Liabilities.
To the extent that any Borrower or any such guarantor has (or ever had) any such
claims against the Agent or any Lender, each hereby affirmatively WAIVES and
RELEASES the same.










     (d)
Your consent may be provided by multiple counterparts and by each party on a
separate counterpart, each of which when so executed and delivered shall be an
original, and all of which together shall constitute one instrument.


Very truly yours,

THE GYMBOREE CORPORATION

(“LEAD BORROWER”)



By /s/ Myles McCormick

——————————————

Print Name: Myles McCormick

——————————————

Title: CFO

——————————————





“BORROWERS”:

GYMBOREE MANUFACTURING, INC.



By /s/ Myles McCormick

——————————————

Print Name: Myles McCormick

——————————————

Title:  CFO

——————————————






GYMBOREE OPERATIONS, INC.



By /s/ Myles McCormick

——————————————

Print Name: Myles McCormick

——————————————

Title: CFO

——————————————














GYMBOREE PLAY PROGRAMS, INC.



By /s/ Myles McCormick

——————————————

Print Name: Myles McCormick

——————————————

Title: CFO

——————————————





GYMBOREE RETAIL STORES, INC.



By /s/ Myles McCormick

——————————————

Print Name: Myles McCormick

——————————————

Title: CFO

——————————————





THE GYMBOREE STORES, INC.



By /s/ Myles McCormick

——————————————

Print Name: Myles McCormick

——————————————

Title: CFO

——————————————






GYM-MARK, INC.



By /s/ Myles McCormick

——————————————

Print Name: Myles McCormick

——————————————

Title: CFO

——————————————











The foregoing requested
Consent is hereby given in reliance upon the representations included therein.





THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT:

FLEET RETAIL FINANCE INC.



By /s/ Sally A. Sheehan

——————————————

Name Sally A. Sheehan

——————————————

Title Director

——————————————





THE REVOLVING CREDIT LENDERS:

FLEET RETAIL FINANCE INC.



By /s/ Sally A. Sheehan

——————————————

Name Sally A. Sheehan

——————————————

Title Director

——————————————





THE CIT GROUP / BUSINESS CREDIT, INC.



By /s/ Michael Gardner

——————————————

Name  Michael Gardner

——————————————

Title Vice President

——————————————










FOOTHILL CAPITAL CORPORATION



By /s/ Eileen Quinn

——————————————

Name Eileen Quinn

——————————————

Title Vice President

——————————————