3-Year LC Agreement among The Gap, Inc., LC Subsidiaries, and Citibank, N.A.



 Exhibit 10.3 

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 
 CITIBANK,
N.A., 
 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 Issuer’s 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	  	23
			
	SECTION 2.15	  	Letters of Credit Outstanding on Termination Date	  	23
			
	SECTION 2.16	  	LC Subsidiaries	  	23

  

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	 ARTICLE III

	
	 PAYMENTS, TAXES, ETC.

			
	SECTION 3.01	  	Payments and Computations	  	24
			
	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

  

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	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	  	46
			
	SECTION 8.15	  	GOVERNING LAW	  	46
			
	SECTION 8.16	  	WAIVER OF JURY TRIAL	  	46

  

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	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

  

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 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 Citibank, N.A. (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. 
  

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 “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 Issuer’s 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 
 (c)1/2 % per annum
above the Federal Funds Rate. 
 “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, or Hong Kong to the extent any Letter of Credit is issued in Hong Kong, 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. 
  

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 “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 Company’s or any Subsidiary’s 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. 
  

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 “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. 

 

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 “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 Moody’s. 

“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. 
  

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 “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 Company’s 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.

  

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 “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 Company’s 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. 
  

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 “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 Citibank, N.A. 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 Company’s 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 
  

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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 Company’s 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 one percent (1%) of the consolidated total assets of the Company and its Subsidiaries as at the end of the immediately preceding fiscal year. 

“Moody’s” means Moody’s 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.

  

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 “Negative Pronouncement” means a public announcement by
either S&P or Moody’s 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, attorneys’ 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. 
  

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 “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 Moody’s 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 Moody’s 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 Moody’s 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 Moody’s 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 Moody’s 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 Moody’s, 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 Moody’s 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 Moody’s shall have in effect a public debt rating, the applicable Performance Level will be Performance Level 6; (iv) if the ratings on the Company’s long-term senior unsecured debt established by
S&P and Moody’s 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 Moody’s 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 Moody’s shall change the basis on which ratings are established, each reference to the public debt rating
announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, 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 

 

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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
Company’s respective public debt rating and Leverage Ratio, provided, that, if the Company’s 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 Company’s public debt rating and the Leverage Ratio is more than one level below the higher of the Company’s 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 Company’s 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 materialman’s, mechanic’s, carrier’s, worker’s,
landlord’s and repairman’s 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 worker’s 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, landlord’s 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; 
  

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 (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 & Poor’s, 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. 

 

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 “Tangible Net Worth” means the consolidated
shareholder’s 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 

 

 14 








 
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; 
 (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; or 

(c) such Letter of Credit is requested to be Issued for the account of any LC Subsidiary that is not a Material
Subsidiary but is the subject of any of the circumstances described in Section 7.01(e) hereof. 
 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 

 

 15 








 (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 Issuer’s
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 attorneys’ 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; 
  

 16 








 (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 

 

 17 








 
capital is increased by or based upon the existence of the LC Issuer’s 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 Issuer’s 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 Days’ 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 
  


 18 








 
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 commitments
under 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 Issuer’s 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 Issuer’s 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

  

 19 








 
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 Company’s and LC Subsidiaries’ 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 Company’s 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 
  

 20 








 
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
Subsidiary’s 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

  

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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 Company’s 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 in such Alternative Currency, 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 Issuer’s then
Payment Office for Dollars. 
  

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 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. 
  

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 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 Issuer’s 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 Company’s or such LC Subsidiary’s 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 

 

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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 Issuer’s 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 Company’s or any LC Subsidiary’s 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. 
  

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 (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

  

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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 Issuer’s 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. 

 

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 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 Person’s 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. 

 

 28 








 (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, N.A. 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. 

(c) The Company shall have paid all accrued fees and expenses of the LC Issuer in connection with this Agreement.

 (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. 
  

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 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 Party’s respective powers (corporate or otherwise), have been duly authorized by all necessary action (corporate or otherwise), and do not (i) contravene such
Account Party’s Constitutive Documents, (ii) violate any Requirements of Law, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any material contract, loan agreement,
indenture, mortgage, deed of trust, lease or other material instrument binding on or affecting any 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 creditors’ 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 
  

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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 Company’s 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) 
  

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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 Company’s 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. 
  

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 (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; 
  

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 (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; 

 

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 (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 Person’s 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). 
  

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 (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.

  

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 (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 Company’s (and its Subsidiaries’) 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 Company’s 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 SEC’s website on the internet at “www.sec.gov”. 
  

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 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 

 

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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

  

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 (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. 

 

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 (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 399 Park Avenue, New York, New York, 10043, Attention: Credit Administration, Telecopier: 212 994 0847; with a copy to Citicorp USA Inc. One
Sansome Street, San Francisco, California, Attention: Carolyn Wendler, Telecopier 415 433 0307 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 

 

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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 Party’s 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 
  

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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 days’ 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, the Company and the LC Issuer shall enter into such agreement as they deem appropriate to provide for the reimbursement of any drawings under Letters of Credit Issued
by the LC Issuer and outstanding on the effective date of such assignment 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). 

 

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 (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
Issuer’s 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 Issuer’s 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 Issuer’s 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, 
  

 44 








 
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. 
  

 45 








 SECTION 8.14 Judgment Currency. The Obligations of the Account Parties in respect of
any sum due to the LC Issuer hereunder shall, notwithstanding any judgment in a currency other than Dollars (the “Judgment Currency”), be discharged only to the extent that on the Business Day following receipt by the LC Issuer of
any sum adjudged to be so due in the Judgment Currency, the LC Issuer, in accordance with normal banking procedures, purchases Dollars with the Judgment Currency. If the amount of Dollars so purchased is less than the sum originally due to the LC
Issuer, the Account Parties agree as a separate obligation and notwithstanding any such judgment, jointly and severally to indemnify the LC Issuer against such loss. 

SECTION 8.15 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 8.15 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 8.16 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 8.17
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.] 

 

 46 








 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


  

 47 









			
	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


  

 48 








  

			
	THE LC ISSUER:
	
	 CITIBANK, N.A.

		
	By:	 	  

	Name:	 	
	Title	 	


  

	
	 Issuing Office:

	
	 2 Penns Way

New Castle, DE 19720

Attn: Carolyn Figueroa

Tel: 302 894 6089

Fax: 212 994 0847




 

 49 









					
	 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








 Schedule I 

CHANGE OF CONTROL 
  

	1.	Donald G. Fisher 

  

	2.	Doris F. Fisher 

  

	3.	Any person related by blood or marriage to any of the foregoing persons and any Person (as defined in this Agreement) as to which any of such persons has beneficial
ownership of the assets of such Person. 

  

	4.	The executive officers of The Gap, Inc. as of May 6, 2005. 








 Schedule II 

Outstanding balance as of May 6, 2005 
  

																	
	 CUST
GROUP
	 	 CUST
USER
	 	 LIAB
KEY
	 	 CONTRACT
LC REFERENCE #
	 	 TXN
CURRENCY
	 	 NOTIONAL
AMOUNT
	 	 NOTIONAL
AMT US$
	 	 START

DATE
	 	 MATURITY
DATE

									
	 917556
	 	917556	 	CCX	 	5815042027	 	USD	 	3,614	 	3,614	 	11-Feb-05	 	21-May-05
		 		 		 	5815042029	 	USD	 	329,970	 	329,970	 	11-Feb-05	 	26-May-05
		 		 		 	5815076005	 	USD	 	33,990	 	33,990	 	17-Mar-05	 	5-Jun-05
		 		 		 	5815076006	 	USD	 	102,844	 	102,844	 	17-Mar-05	 	5-Jun-05
		 		 		 	5815076009	 	USD	 	588,421	 	588,421	 	17-Mar-05	 	5-Jun-05
		 		 		 	5815076010	 	USD	 	180,311	 	180,311	 	17-Mar-05	 	5-Jun-05
		 		 		 	5815076011	 	USD	 	211,721	 	211,721	 	17-Mar-05	 	5-Jun-05
		 		 		 	5815076012	 	USD	 	519,126	 	519,126	 	17-Mar-05	 	5-Jun-05
		 		 		 	5815076013	 	USD	 	3,511	 	3,511	 	17-Mar-05	 	5-Jun-05
		 		 		 	5815076014	 	USD	 	111,837	 	111,837	 	17-Mar-05	 	5-Jun-05
		 		 		 	5815076015	 	USD	 	358,450	 	358,450	 	17-Mar-05	 	5-Jun-05
		 		 		 	5815076016	 	USD	 	174,711	 	174,711	 	18-Mar-05	 	5-Jun-05
		 		 		 	5815077016	 	USD	 	117,882	 	117,882	 	18-Mar-05	 	5-Jun-05
		 		 		 	5815077018	 	USD	 	527,986	 	527,986	 	18-Mar-05	 	5-Jun-05
		 		 		 	5815082010	 	USD	 	137,280	 	137,280	 	25-Mar-05	 	5-Jun-05
		 		 		 	5815089018	 	USD	 	48	 	48	 	30-Mar-05	 	5-Jun-05
		 		 		 	5815089019	 	USD	 	40,606	 	40,606	 	30-Mar-05	 	5-Jun-05
		 		 		 	5815089020	 	USD	 	22,620	 	22,620	 	30-Mar-05	 	5-Jun-05
		 		 		 	5815089021	 	USD	 	404,804	 	404,804	 	30-Mar-05	 	5-Jun-05
		 		 		 	5815089022	 	USD	 	7,860	 	7,860	 	30-Mar-05	 	5-Jun-05
		 		 		 	5815089023	 	USD	 	28,640	 	28,640	 	30-Mar-05	 	5-Jun-05
		 		 		 	5815089024	 	USD	 	1	 	1	 	30-Mar-05	 	5-Jun-05
		 		 		 	5815089025	 	USD	 	10,060	 	10,060	 	30-Mar-05	 	5-Jun-05
		 		 		 	5815089026	 	USD	 	11	 	11	 	30-Mar-05	 	5-Jun-05
		 		 		 	5815090013	 	USD	 	1,187,880	 	1,187,880	 	31-Mar-05	 	5-Jun-05
		 		 		 	5815098022	 	USD	 	120,970	 	120,970	 	8-Apr-05	 	6-Jul-05
		 		 		 	5815098023	 	USD	 	348,782	 	348,782	 	8-Apr-05	 	6-Jul-05
		 		 		 	5815098024	 	USD	 	581,955	 	581,955	 	8-Apr-05	 	6-Jul-05
		 		 		 	5815098025	 	USD	 	370,592	 	370,592	 	8-Apr-05	 	6-Jul-05
		 		 		 	5815098026	 	USD	 	614,973	 	614,973	 	8-Apr-05	 	6-Jul-05
		 		 		 	5815098027	 	USD	 	1,680,716	 	1,680,716	 	8-Apr-05	 	6-Jul-05
		 		 		 	5815098028	 	USD	 	104,200	 	104,200	 	8-Apr-05	 	6-Jul-05
		 		 		 	5815098029	 	USD	 	662,528	 	662,528	 	8-Apr-05	 	6-Jul-05
		 		 		 	5815098030	 	USD	 	1,030,340	 	1,030,340	 	8-Apr-05	 	6-Jul-05
		 		 		 	5815098031	 	USD	 	1,912,556	 	1,912,556	 	8-Apr-05	 	6-Jul-05
		 		 		 	5815098032	 	USD	 	75,368	 	75,368	 	8-Apr-05	 	6-Jul-05
		 		 		 	5815099012	 	USD	 	498,680	 	498,680	 	11-Apr-05	 	6-Jul-05
		 		 		 	5815099014	 	USD	 	504,893	 	504,893	 	11-Apr-05	 	6-Jul-05
		 		 		 	5815099016	 	USD	 	1,133,894	 	1,133,894	 	11-Apr-05	 	6-Jul-05
		 		 		 	5815099017	 	USD	 	442,264	 	442,264	 	11-Apr-05	 	6-Jul-05
		 		 		 	5815099018	 	USD	 	382,820	 	382,820	 	11-Apr-05	 	6-Jul-05
		 		 		 	5815099019	 	USD	 	30,113	 	30,113	 	11-Apr-05	 	6-Jul-05
		 		 		 	5815099020	 	USD	 	2,253,567	 	2,253,567	 	11-Apr-05	 	6-Jul-05
		 		 		 	5815099021	 	USD	 	1,974,200	 	1,974,200	 	11-Apr-05	 	6-Jul-05
		 		 		 	5815099022	 	USD	 	673,932	 	673,932	 	11-Apr-05	 	6-Jul-05
		 		 		 	5815099023	 	USD	 	105,320	 	105,320	 	12-Apr-05	 	6-Jul-05
		 		 		 	5815103012	 	USD	 	2,020,025	 	2,020,025	 	13-Apr-05	 	6-Jul-05
		 		 		 	5815106008	 	USD	 	84,555	 	84,555	 	18-Apr-05	 	6-Jul-05
		 		 		 	5815106009	 	USD	 	147,285	 	147,285	 	18-Apr-05	 	6-Jul-05
		 		 		 	5815106010	 	USD	 	166,416	 	166,416	 	18-Apr-05	 	6-Jul-05
		 		 		 	5815111012	 	USD	 	436,705	 	436,705	 	21-Apr-05	 	6-Jul-05
		 		 		 	5815125001	 	USD	 	1,931,732	 	1,931,732	 	5-May-05	 	5-Aug-05
		 		 		 	5815125002	 	USD	 	40,766	 	40,766	 	5-May-05	 	5-Aug-05
		 		 		 	5815125003	 	USD	 	2,122,572	 	2,122,572	 	5-May-05	 	5-Aug-05
		 		 		 	5815125004	 	USD	 	119,838	 	119,838	 	5-May-05	 	5-Aug-05
		 		 		 	5815125005	 	USD	 	247,978	 	247,978	 	5-May-05	 	5-Aug-05
		 		 		 	5815125006	 	USD	 	459,645	 	459,645	 	5-May-05	 	5-Aug-05
		 		 		 	5815125007	 	USD	 	1,254,056	 	1,254,056	 	5-May-05	 	6-Jul-05
		 		 		 	5815125008	 	USD	 	1,380,205	 	1,380,205	 	5-May-05	 	5-Aug-05
		 		 		 	5815125009	 	USD	 	555,048	 	555,048	 	5-May-05	 	5-Aug-05
		 		 		 	5815125010	 	USD	 	110,023	 	110,023	 	5-May-05	 	5-Aug-05
		 		 		 	5815125011	 	USD	 	298,630	 	298,630	 	5-May-05	 	5-Aug-05
		 		 		 	5815126006	 	USD	 	101,250	 	101,250	 	6-May-05	 	5-Aug-05
		 		 		 	5815126007	 	USD	 	1,927	 	1,927	 	6-May-05	 	5-Aug-05
		 		 		 	5815126008	 	USD	 	99,479	 	99,479	 	6-May-05	 	5-Aug-05
		 		 		 	5815126009	 	USD	 	455,955	 	455,955	 	6-May-05	 	5-Aug-05
		 		 		 	5815126010	 	USD	 	310,024	 	310,024	 	6-May-05	 	5-Aug-05









																	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	917557	 	CCX	 	5815078020	 	USD	 	661	 	661	 	21-Mar-05	 	5-Jun-05
		 		 		 	5815078021	 	USD	 	10,279	 	10,279	 	21-Mar-05	 	5-Jun-05
		 		 		 	5815088013	 	USD	 	13	 	13	 	29-Mar-05	 	5-Jun-05
		 		 		 	5815088015	 	USD	 	5	 	5	 	29-Mar-05	 	5-Jun-05
		 		 		 	5815103013	 	USD	 	161,888	 	161,888	 	13-Apr-05	 	6-Jul-05
		 		 		 	5815103014	 	USD	 	1,138,709	 	1,138,709	 	13-Apr-05	 	6-Jul-05
		 		 		 	5815103015	 	USD	 	13,750	 	13,750	 	13-Apr-05	 	6-Jul-05
		 		 		 	5815103016	 	USD	 	7,523	 	7,523	 	13-Apr-05	 	6-Jul-05
		 		 		 	5815103017	 	USD	 	13,339	 	13,339	 	13-Apr-05	 	6-Jul-05
		 		 		 	5815104015	 	USD	 	16,972	 	16,972	 	14-Apr-05	 	6-Jul-05
		 		 		 	5815116010	 	USD	 	18,954	 	18,954	 	26-Apr-05	 	6-Jul-05
		 		 		 	5815116011	 	USD	 	818	 	818	 	26-Apr-05	 	6-Jul-05
		 	940788	 	CCX	 	5475073028	 	USD	 	102,451	 	102,451	 	14-Mar-05	 	17-May-05
		 		 		 	5475073029	 	USD	 	417,342	 	417,342	 	14-Mar-05	 	17-May-05
		 		 		 	5475073030	 	USD	 	722	 	722	 	14-Mar-05	 	17-May-05
		 		 		 	5475103066	 	USD	 	102,760	 	102,760	 	14-Apr-05	 	15-Jun-05
		 		 		 	5475103067	 	USD	 	171,190	 	171,190	 	14-Apr-05	 	15-Jun-05
		 		 		 	5475108086	 	USD	 	230,703	 	230,703	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475108087	 	USD	 	11,052	 	11,052	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475117042	 	USD	 	416,000	 	416,000	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475117043	 	USD	 	373,821	 	373,821	 	28-Apr-05	 	6-Jul-05
		 		 		 	5475119013	 	USD	 	1,036,081	 	1,036,081	 	3-May-05	 	6-Jul-05
		 		 		 	5475119029	 	USD	 	124,500	 	124,500	 	3-May-05	 	6-Jul-05
		 	940789	 	CCX	 	5475073031	 	USD	 	2,532	 	2,532	 	14-Mar-05	 	11-May-05
		 		 		 	5475082031	 	USD	 	90,396	 	90,396	 	23-Mar-05	 	25-May-05
		 		 		 	5475090041	 	USD	 	171,756	 	171,756	 	31-Mar-05	 	1-Jun-05
		 		 		 	5475090043	 	USD	 	78,697	 	78,697	 	31-Mar-05	 	1-Jun-05
		 		 		 	5475090044	 	USD	 	66,933	 	66,933	 	31-Mar-05	 	1-Jun-05
		 		 		 	5475098028	 	USD	 	84,564	 	84,564	 	8-Apr-05	 	14-Jun-05
		 		 		 	5475103068	 	USD	 	106,392	 	106,392	 	14-Apr-05	 	15-Jun-05
		 		 		 	5475108088	 	USD	 	33,169	 	33,169	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475108089	 	USD	 	117,120	 	117,120	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475117044	 	USD	 	203,435	 	203,435	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475119030	 	USD	 	109,980	 	109,980	 	3-May-05	 	6-Jul-05
		 		 		 	5475119032	 	USD	 	23,381	 	23,381	 	3-May-05	 	6-Jul-05
		 		 		 	5475119033	 	USD	 	153,054	 	153,054	 	3-May-05	 	6-Jul-05
	 917556
	 	942283	 	CCX	 	5475031032	 	USD	 	207,326	 	207,326	 	1-Feb-05	 	6-Jun-05
		 		 		 	5475033045	 	USD	 	126,080	 	126,080	 	3-Feb-05	 	30-May-05
		 		 		 	5475033049	 	USD	 	30,297	 	30,297	 	3-Feb-05	 	8-May-05
		 		 		 	5475038134	 	USD	 	294	 	294	 	8-Feb-05	 	27-May-05
		 		 		 	5475039028	 	USD	 	1,226,464	 	1,226,464	 	14-Feb-05	 	25-May-05
		 		 		 	5475039047	 	USD	 	9,714	 	9,714	 	14-Feb-05	 	11-May-05
		 		 		 	5475039049	 	USD	 	11,845	 	11,845	 	14-Feb-05	 	10-May-05
		 		 		 	5475052054	 	USD	 	786,434	 	786,434	 	22-Feb-05	 	31-May-05
		 		 		 	5475052071	 	USD	 	68,492	 	68,492	 	22-Feb-05	 	11-May-05
		 		 		 	5475052073	 	USD	 	510	 	510	 	22-Feb-05	 	20-May-05
		 		 		 	5475052076	 	USD	 	202,573	 	202,573	 	22-Feb-05	 	8-Jun-05
		 		 		 	5475052077	 	USD	 	124,082	 	124,082	 	22-Feb-05	 	25-May-05
		 		 		 	5475059059	 	USD	 	754,242	 	754,242	 	1-Mar-05	 	13-May-05
		 		 		 	5475059062	 	USD	 	437,331	 	437,331	 	1-Mar-05	 	9-May-05
		 		 		 	5475059067	 	USD	 	399,787	 	399,787	 	1-Mar-05	 	11-May-05
		 		 		 	5475059073	 	USD	 	65,836	 	65,836	 	1-Mar-05	 	11-May-05
		 		 		 	5475059077	 	USD	 	228,311	 	228,311	 	1-Mar-05	 	15-May-05
		 		 		 	5475059078	 	USD	 	2,698	 	2,698	 	1-Mar-05	 	8-May-05
		 		 		 	5475059082	 	USD	 	16,513	 	16,513	 	1-Mar-05	 	10-May-05
		 		 		 	5475063046	 	USD	 	365	 	365	 	4-Mar-05	 	11-May-05
		 		 		 	5475063048	 	USD	 	184,290	 	184,290	 	4-Mar-05	 	25-May-05
		 		 		 	5475063051	 	USD	 	34,099	 	34,099	 	4-Mar-05	 	11-May-05
		 		 		 	5475063053	 	USD	 	434,125	 	434,125	 	4-Mar-05	 	24-May-05
		 		 		 	5475063054	 	USD	 	116,652	 	116,652	 	4-Mar-05	 	12-May-05
		 		 		 	5475063055	 	USD	 	3,249	 	3,249	 	4-Mar-05	 	15-May-05
		 		 		 	5475063057	 	USD	 	76,998	 	76,998	 	4-Mar-05	 	18-May-05
		 		 		 	5475063059	 	USD	 	208,747	 	208,747	 	4-Mar-05	 	25-May-05
		 		 		 	5475063060	 	USD	 	166,089	 	166,089	 	4-Mar-05	 	11-May-05
		 		 		 	5475063066	 	USD	 	149,200	 	149,200	 	4-Mar-05	 	17-May-05
		 		 		 	5475063118	 	USD	 	861,419	 	861,419	 	4-Mar-05	 	17-May-05
		 		 		 	5475073023	 	USD	 	31,322	 	31,322	 	14-Mar-05	 	15-May-05
		 		 		 	5475073033	 	USD	 	314,274	 	314,274	 	14-Mar-05	 	25-May-05
		 		 		 	5475073034	 	USD	 	13,348	 	13,348	 	14-Mar-05	 	17-May-05
		 		 		 	5475073035	 	USD	 	273,767	 	273,767	 	14-Mar-05	 	17-May-05
		 		 		 	5475073036	 	USD	 	75,110	 	75,110	 	14-Mar-05	 	17-May-05
		 		 		 	5475073037	 	USD	 	33,986	 	33,986	 	14-Mar-05	 	12-May-05
		 		 		 	5475073038	 	USD	 	177,608	 	177,608	 	14-Mar-05	 	12-May-05
		 		 		 	5475073039	 	USD	 	491,658	 	491,658	 	14-Mar-05	 	18-May-05









																	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 		 		 	5475073040	 	USD	 	440,212	 	440,212	 	14-Mar-05	 	18-May-05
		 		 		 	5475073041	 	USD	 	459,100	 	459,100	 	14-Mar-05	 	18-May-05
		 		 		 	5475073043	 	USD	 	93,280	 	93,280	 	14-Mar-05	 	24-May-05
		 		 		 	5475073044	 	USD	 	85,102	 	85,102	 	14-Mar-05	 	17-May-05
		 		 		 	5475073045	 	USD	 	81,085	 	81,085	 	14-Mar-05	 	12-May-05
		 		 		 	5475073046	 	USD	 	240,286	 	240,286	 	14-Mar-05	 	12-Jun-05
		 		 		 	5475073047	 	USD	 	471,920	 	471,920	 	14-Mar-05	 	17-May-05
		 		 		 	5475073048	 	USD	 	310,984	 	310,984	 	14-Mar-05	 	17-May-05
		 		 		 	5475073050	 	USD	 	17	 	17	 	14-Mar-05	 	17-May-05
		 		 		 	5475073052	 	USD	 	471,600	 	471,600	 	14-Mar-05	 	12-May-05
		 		 		 	5475073055	 	USD	 	164,481	 	164,481	 	14-Mar-05	 	25-May-05
		 		 		 	5475073056	 	USD	 	180,203	 	180,203	 	14-Mar-05	 	17-May-05
		 		 		 	5475073059	 	USD	 	368,208	 	368,208	 	14-Mar-05	 	11-May-05
		 		 		 	5475073060	 	USD	 	276,162	 	276,162	 	14-Mar-05	 	11-May-05
		 		 		 	5475073061	 	USD	 	13	 	13	 	14-Mar-05	 	11-May-05
		 		 		 	5475073063	 	USD	 	133,281	 	133,281	 	14-Mar-05	 	12-May-05
		 		 		 	5475077019	 	USD	 	330,930	 	330,930	 	18-Mar-05	 	19-May-05
		 		 		 	5475077020	 	USD	 	309,600	 	309,600	 	18-Mar-05	 	17-May-05
		 		 		 	5475077021	 	USD	 	349,200	 	349,200	 	18-Mar-05	 	18-May-05
		 		 		 	5475077022	 	USD	 	74,632	 	74,632	 	18-Mar-05	 	18-May-05
		 		 		 	5475077023	 	USD	 	269,415	 	269,415	 	18-Mar-05	 	18-May-05
		 		 		 	5475077024	 	USD	 	236,130	 	236,130	 	18-Mar-05	 	18-May-05
		 		 		 	5475077025	 	USD	 	385,386	 	385,386	 	18-Mar-05	 	15-May-05
		 		 		 	5475077026	 	USD	 	14,104	 	14,104	 	18-Mar-05	 	19-May-05
		 		 		 	5475077027	 	USD	 	41,523	 	41,523	 	18-Mar-05	 	19-May-05
		 		 		 	5475077028	 	USD	 	338,453	 	338,453	 	18-Mar-05	 	20-Jul-05
		 		 		 	5475077029	 	USD	 	343,278	 	343,278	 	18-Mar-05	 	29-Jun-05
		 		 		 	5475077030	 	USD	 	58,092	 	58,092	 	18-Mar-05	 	20-Jul-05
		 		 		 	5475082017	 	USD	 	1,535,400	 	1,535,400	 	23-Mar-05	 	28-May-05
		 		 		 	5475082032	 	USD	 	202,920	 	202,920	 	23-Mar-05	 	25-May-05
		 		 		 	5475082033	 	USD	 	80,292	 	80,292	 	23-Mar-05	 	22-May-05
		 		 		 	5475082034	 	USD	 	481,059	 	481,059	 	23-Mar-05	 	20-Jul-05
		 		 		 	5475082035	 	USD	 	438,000	 	438,000	 	23-Mar-05	 	22-Jun-05
		 		 		 	5475082036	 	USD	 	45,020	 	45,020	 	23-Mar-05	 	25-May-05
		 		 		 	5475082037	 	USD	 	55,014	 	55,014	 	23-Mar-05	 	25-May-05
		 		 		 	5475082038	 	USD	 	42,822	 	42,822	 	23-Mar-05	 	25-May-05
		 		 		 	5475082039	 	USD	 	21,120	 	21,120	 	23-Mar-05	 	25-May-05
		 		 		 	5475082040	 	USD	 	72,000	 	72,000	 	23-Mar-05	 	22-May-05
		 		 		 	5475082041	 	USD	 	118,375	 	118,375	 	23-Mar-05	 	23-May-05
		 		 		 	5475082042	 	USD	 	51,520	 	51,520	 	23-Mar-05	 	26-May-05
		 		 		 	5475082043	 	USD	 	47,840	 	47,840	 	23-Mar-05	 	18-May-05
		 		 		 	5475082046	 	USD	 	27,225	 	27,225	 	23-Mar-05	 	6-Jul-05
		 		 		 	5475082048	 	USD	 	48,900	 	48,900	 	23-Mar-05	 	20-Jul-05
		 		 		 	5475090006	 	USD	 	1,070,684	 	1,070,684	 	31-Mar-05	 	8-Jun-05
		 		 		 	5475090045	 	USD	 	382,028	 	382,028	 	31-Mar-05	 	8-Jun-05
		 		 		 	5475090046	 	USD	 	164,466	 	164,466	 	31-Mar-05	 	1-Jun-05
		 		 		 	5475090047	 	USD	 	26,500	 	26,500	 	31-Mar-05	 	1-Jun-05
		 		 		 	5475090048	 	USD	 	296,170	 	296,170	 	31-Mar-05	 	2-Jun-05
		 		 		 	5475090049	 	USD	 	348,250	 	348,250	 	31-Mar-05	 	1-Jun-05
		 		 		 	5475090050	 	USD	 	60,081	 	60,081	 	31-Mar-05	 	3-Jun-05
		 		 		 	5475090051	 	USD	 	47,778	 	47,778	 	31-Mar-05	 	25-May-05
		 		 		 	5475098024	 	USD	 	1,098,930	 	1,098,930	 	8-Apr-05	 	19-Jun-05
		 		 		 	5475098025	 	USD	 	738,000	 	738,000	 	8-Apr-05	 	21-Jun-05
		 		 		 	5475098029	 	USD	 	466,789	 	466,789	 	8-Apr-05	 	8-Jun-05
		 		 		 	5475098030	 	USD	 	178,500	 	178,500	 	8-Apr-05	 	22-Jun-05
		 		 		 	5475098031	 	USD	 	321,785	 	321,785	 	8-Apr-05	 	12-Jun-05
		 		 		 	5475098032	 	USD	 	139,816	 	139,816	 	8-Apr-05	 	14-Jun-05
		 		 		 	5475098034	 	USD	 	146,925	 	146,925	 	8-Apr-05	 	9-Jun-05
		 		 		 	5475098035	 	USD	 	471,374	 	471,374	 	8-Apr-05	 	15-Jun-05
		 		 		 	5475098036	 	USD	 	373,550	 	373,550	 	8-Apr-05	 	8-Jun-05
		 		 		 	5475098037	 	USD	 	311,130	 	311,130	 	8-Apr-05	 	19-Jun-05
		 		 		 	5475098039	 	USD	 	78,300	 	78,300	 	8-Apr-05	 	12-Jun-05
		 		 		 	5475098040	 	USD	 	135,427	 	135,427	 	8-Apr-05	 	14-Jun-05
		 		 		 	5475098041	 	USD	 	35,800	 	35,800	 	8-Apr-05	 	14-Jun-05
		 		 		 	5475098044	 	USD	 	64,000	 	64,000	 	8-Apr-05	 	5-Jun-05
		 		 		 	5475098045	 	USD	 	194,595	 	194,595	 	8-Apr-05	 	6-Jun-05
		 		 		 	5475098046	 	USD	 	246,159	 	246,159	 	8-Apr-05	 	9-Jun-05
		 		 		 	5475098047	 	USD	 	3,048	 	3,048	 	8-Apr-05	 	5-Jun-05
		 		 		 	5475103069	 	USD	 	401,760	 	401,760	 	14-Apr-05	 	13-Jun-05
		 		 		 	5475103070	 	USD	 	485,821	 	485,821	 	14-Apr-05	 	15-Jun-05
		 		 		 	5475103071	 	USD	 	245,509	 	245,509	 	14-Apr-05	 	12-Jun-05
		 		 		 	5475103072	 	USD	 	37,800	 	37,800	 	14-Apr-05	 	15-Jun-05
		 		 		 	5475103073	 	USD	 	302,556	 	302,556	 	14-Apr-05	 	15-Jun-05
		 		 		 	5475103074	 	USD	 	250,618	 	250,618	 	14-Apr-05	 	16-Jun-05









																	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 		 		 	5475103075	 	USD	 	30,840	 	30,840	 	14-Apr-05	 	22-Jun-05
		 		 		 	5475103076	 	USD	 	95,690	 	95,690	 	14-Apr-05	 	12-Jun-05
		 		 		 	5475103077	 	USD	 	60,500	 	60,500	 	14-Apr-05	 	15-Jun-05
		 		 		 	5475103078	 	USD	 	134,160	 	134,160	 	14-Apr-05	 	8-Jun-05
		 		 		 	5475103079	 	USD	 	28,445	 	28,445	 	14-Apr-05	 	15-Jun-05
		 		 		 	5475103080	 	USD	 	53,642	 	53,642	 	14-Apr-05	 	24-Aug-05
		 		 		 	5475108090	 	USD	 	8,684	 	8,684	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475108091	 	USD	 	52,114	 	52,114	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475108092	 	USD	 	36,757	 	36,757	 	19-Apr-05	 	3-Aug-05
		 		 		 	5475108093	 	USD	 	184,201	 	184,201	 	19-Apr-05	 	23-Jun-05
		 		 		 	5475108094	 	USD	 	311,840	 	311,840	 	19-Apr-05	 	19-Jun-05
		 		 		 	5475108095	 	USD	 	287,261	 	287,261	 	19-Apr-05	 	19-Jun-05
		 		 		 	5475108096	 	USD	 	263,130	 	263,130	 	19-Apr-05	 	10-Jul-05
		 		 		 	5475108097	 	USD	 	285,698	 	285,698	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475108098	 	USD	 	87,162	 	87,162	 	19-Apr-05	 	20-Jun-05
		 		 		 	5475108099	 	USD	 	205,642	 	205,642	 	19-Apr-05	 	23-Jun-05
		 		 		 	5475108101	 	USD	 	6,125	 	6,125	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475108124	 	USD	 	603,827	 	603,827	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475117045	 	USD	 	88,672	 	88,672	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475117046	 	USD	 	84,759	 	84,759	 	28”Apr-05	 	29-Jun-05
		 		 		 	5475117047	 	USD	 	204,115	 	204,115	 	28-Apr-05	 	13-Jul-05
		 		 		 	5475117048	 	USD	 	3,864	 	3,864	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475117049	 	USD	 	72,987	 	72,987	 	28-Apr-05	 	30-Jun-05
		 		 		 	5475117050	 	USD	 	22,855	 	22,855	 	28-Apr-05	 	3-Jul-05
		 		 		 	5475117051	 	USD	 	104,720	 	104,720	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475117052	 	USD	 	299,400	 	299,400	 	28-Apr-05	 	26-Jun-05
		 		 		 	5475117053	 	USD	 	70,950	 	70,950	 	28-Apr-05	 	6-Jul-05
		 		 		 	5475117054	 	USD	 	96,968	 	96,968	 	28-Apr-05	 	30-Jun-05
		 		 		 	5475117055	 	USD	 	75,584	 	75,584	 	28-Apr-05	 	22-Jun-05
		 		 		 	5475119034	 	USD	 	469,540	 	469,540	 	3-May-05	 	6-Jul-05
		 		 		 	5475119035	 	USD	 	26,702	 	26,702	 	3-May-05	 	6-Jul-05
		 		 		 	5475119036	 	USD	 	158,000	 	158,000	 	3-May-05	 	3-Jul-05
		 		 		 	5475119037	 	USD	 	65,351	 	65,351	 	3-May-05	 	13-Jul-05
		 		 		 	5475119038	 	USD	 	274,275	 	274,275	 	3-May-05	 	28-Jun-05
		 		 		 	5475119039	 	USD	 	9,850	 	9,850	 	3-May-05	 	3-Jul-05
		 		 		 	5475119040	 	USD	 	393,896	 	393,896	 	3-May-05	 	3-Jul-05
		 		 		 	5475119041	 	USD	 	295,800	 	295,800	 	3-May-05	 	3-Jul-05
		 		 		 	5475119042	 	USD	 	123,690	 	123,690	 	3-May-05	 	3-Jul-05
		 		 		 	5475119043	 	USD	 	48,000	 	48,000	 	3-May-05	 	6-Jul-05
		 		 		 	5475119044	 	USD	 	87,540	 	87,540	 	3-May-05	 	6-Jul-05
		 		 		 	5475119045	 	USD	 	10,810	 	10,810	 	3-May-05	 	15-Jun-05
	917556	 	942284	 	CCX	 	5475063072	 	USD	 	24,310	 	24,310	 	4-Mar-05	 	26-Jul-05
		 		 		 	5475063074	 	USD	 	481,335	 	481,335	 	4-Mar-05	 	11-May-05
		 		 		 	5475063075	 	USD	 	245,482	 	245,482	 	4-Mar-05	 	11-May-05
		 		 		 	5475063077	 	USD	 	84	 	84	 	4-Mar-05	 	4-May-07
		 		 		 	5475063078	 	USD	 	195,046	 	195,046	 	4-Mar-05	 	4-May-07
		 		 		 	5475073024	 	USD	 	677,805	 	677,805	 	14-Mar-05	 	18-May-05
		 		 		 	5475073064	 	USD	 	166,100	 	166,100	 	14-Mar-05	 	12-May-05
		 		 		 	5475073065	 	USD	 	116,400	 	116,400	 	14-Mar-05	 	12-May-05
		 		 		 	5475073066	 	USD	 	176	 	176	 	14-Mar-05	 	11-May-05
		 		 		 	5475073067	 	USD	 	322,130	 	322,130	 	14-Mar-05	 	25-May-05
		 		 		 	5475073068	 	USD	 	248,873	 	248,873	 	14-Mar-05	 	25-May-05
		 		 		 	5475073069	 	USD	 	252,291	 	252,291	 	14-Mar-05	 	25-May-05
		 		 		 	5475073070	 	USD	 	62,217	 	62,217	 	14-Mar-05	 	17-May-05
		 		 		 	5475073071	 	USD	 	297,064	 	297,064	 	14-Mar-05	 	18-May-05
		 		 		 	5475073072	 	USD	 	285,834	 	285,834	 	14-Mar-05	 	11-May-05
		 		 		 	5475077031	 	USD	 	131,267	 	131,267	 	18-Mar-05	 	18-May-05
		 		 		 	5475077032	 	USD	 	48,060	 	48,060	 	18-Mar-05	 	18-May-05
		 		 		 	5475077033	 	USD	 	242,031	 	242,031	 	18-Mar-05	 	18-May-05
		 		 		 	5475077034	 	USD	 	114,403	 	114,403	 	18-Mar-05	 	18-May-05
		 		 		 	5475077035	 	USD	 	431,477	 	431,477	 	18-Mar-05	 	25-May-05
		 		 		 	5475077036	 	USD	 	445,262	 	445,262	 	18-Mar-05	 	19-May-05
		 		 		 	5475077037	 	USD	 	251,074	 	251,074	 	18-Mar-05	 	19-May-05
		 		 		 	5475077038	 	USD	 	3,890	 	3,890	 	18-Mar-05	 	15-May-05
		 		 		 	5475077039	 	USD	 	208,485	 	208,485	 	18-Mar-05	 	18-May-05
		 		 		 	5475080025	 	USD	 	1,080,983	 	1,080,983	 	21-Mar-05	 	25-May-05
		 		 		 	5475082049	 	USD	 	148,844	 	148,844	 	23-Mar-05	 	26-May-05
		 		 		 	5475082050	 	USD	 	425,250	 	425,250	 	23-Mar-05	 	26-May-05
		 		 		 	5475082051	 	USD	 	202,939	 	202,939	 	23-Mar-05	 	26-May-05
		 		 		 	5475082052	 	USD	 	124,100	 	124,100	 	23-Mar-05	 	25-May-05
		 		 		 	5475082053	 	USD	 	80,636	 	80,636	 	23-Mar-05	 	25-May-05
		 		 		 	5475082054	 	USD	 	465,006	 	465,006	 	23-Mar-05	 	25-May-05
		 		 		 	5475082055	 	USD	 	174,199	 	174,199	 	23-Mar-05	 	7-Jun-05
		 		 		 	5475090052	 	USD	 	21,250	 	21,250	 	31-Mar-05	 	29-May-05









																	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 		 		 	5475090053	 	USD	 	31,356	 	31,356	 	31-Mar-05	 	1-Jun-05
		 		 		 	5475090054	 	USD	 	223,440	 	223,440	 	31-Mar-05	 	5-Jun-05
		 		 		 	5475090055	 	USD	 	116,865	 	116,865	 	31-Mar-05	 	1-Jun-05
		 		 		 	5475090056	 	USD	 	60,800	 	60,800	 	31-Mar-05	 	7-Jun-05
		 		 		 	5475090058	 	USD	 	173,399	 	173,399	 	31-Mar-05	 	8-Jun-05
		 		 		 	5475090060	 	USD	 	257,965	 	257,965	 	31-Mar-05	 	2-Jun-05
		 		 		 	5475090061	 	USD	 	368,201	 	368,201	 	31-Mar-05	 	1-Jun-05
		 		 		 	5475090062	 	USD	 	271,488	 	271,488	 	31-Mar-05	 	1-Jun-05
		 		 		 	5475090063	 	USD	 	11,839	 	11,839	 	31-Mar-05	 	1-Jun-05
		 		 		 	5475098026	 	USD	 	654,056	 	654,056	 	8-Apr-05	 	8-Jun-05
		 		 		 	5475098048	 	USD	 	198,074	 	198,074	 	8-Apr-05	 	14-Jun-05
		 		 		 	5475098049	 	USD	 	138,859	 	138,859	 	8-Apr-05	 	22-Jun-05
		 		 		 	5475103081	 	USD	 	282,595	 	282,595	 	14-Apr-05	 	15-Jun-05
		 		 		 	5475103082	 	USD	 	68,831	 	68,831	 	14-Apr-05	 	15-Jun-05
		 		 		 	5475108102	 	USD	 	11,979	 	11,979	 	19-Apr-05	 	26-Jun-05
		 		 		 	5475108103	 	USD	 	61,884	 	61,884	 	19-Apr-05	 	23-Jun-05
		 		 		 	5475108104	 	USD	 	217,406	 	217,406	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475108105	 	USD	 	423,952	 	423,952	 	19-Apr-05	 	15-Jul-05
		 		 		 	5475108106	 	USD	 	297,122	 	297,122	 	19-Apr-05	 	13-Jul-05
		 		 		 	5475108107	 	USD	 	31,624	 	31,624	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475108125	 	USD	 	1,514,984	 	1,514,984	 	19-Apr-05	 	17-Jul-05
		 		 		 	5475108126	 	USD	 	1,342,252	 	1,342,252	 	19-Apr-05	 	23-Jun-05
		 		 		 	5475117056	 	USD	 	106,042	 	106,042	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475117057	 	USD	 	332,349	 	332,349	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475117058	 	USD	 	60,175	 	60,175	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475117059	 	USD	 	125,726	 	125,726	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475117060	 	USD	 	104,077	 	104,077	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475117061	 	USD	 	72,760	 	72,760	 	28-Apr-05	 	26-Jun-05
		 		 		 	5475117062	 	USD	 	70,168	 	70,168	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475117063	 	USD	 	101,201	 	101,201	 	28-Apr-05	 	30-Jun-05
		 		 		 	5475117064	 	USD	 	82,000	 	82,000	 	28-Apr-05	 	30-Jun-05
		 		 		 	5475117065	 	USD	 	78,780	 	78,780	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475117066	 	USD	 	326,341	 	326,341	 	28-Apr-05	 	12-Jul-05
		 		 		 	5475117067	 	USD	 	256,296	 	256,296	 	28-Apr-05	 	12-Jul-05
		 		 		 	5475119046	 	USD	 	174,044	 	174,044	 	3-May-05	 	3-Jul-05
		 		 		 	5475119047	 	USD	 	201,255	 	201,255	 	3-May-05	 	3-Jul-05
		 		 		 	5475119048	 	USD	 	206,222	 	206,222	 	3-May-05	 	6-Jul-05
		 		 		 	5475119049	 	USD	 	116,615	 	116,615	 	3-May-05	 	6-Jul-05
		 		 		 	5475119050	 	USD	 	93,037	 	93,037	 	3-May-05	 	6-Jul-05
		 		 		 	5475119051	 	USD	 	43,838	 	43,838	 	3-May-05	 	6-Jul-05
		 		 		 	5475119052	 	USD	 	448,745	 	448,745	 	3-May-05	 	14-Jul-05
		 		 		 	5475119053	 	USD	 	136,862	 	136,862	 	3-May-05	 	6-Jul-05
		 	943083	 	CCX	 	5815056020	 	USD	 	9,229	 	9,229	 	25-Feb-05	 	6-May-05
		 		 		 	5815082012	 	USD	 	12,685	 	12,685	 	24-Mar-05	 	5-Jun-05
		 		 		 	5815082013	 	USD	 	2,417	 	2,417	 	23-Mar-05	 	5-Jun-06
		 		 		 	5815082016	 	USD	 	7,937	 	7,937	 	23-Mar-05	 	5-Jun-05
		 		 		 	5815082018	 	USD	 	10,138	 	10,138	 	23-Mar-05	 	5-Jun-05
		 		 		 	5815082021	 	USD	 	1,790	 	1,790	 	23-Mar-05	 	5-Jun-05
		 		 		 	5815082023	 	USD	 	2,400	 	2,400	 	23-Mar-05	 	5-Jun-05
		 		 		 	5815082024	 	USD	 	1,995	 	1,995	 	23-Mar-05	 	5-Jun-05
		 		 		 	5815096013	 	USD	 	2,945	 	2,945	 	6-Apr-05	 	28-May-05
		 		 		 	5815096014	 	USD	 	23,557	 	23,557	 	6-Apr-05	 	28-May-05
		 		 		 	5815096015	 	USD	 	7,740	 	7,740	 	6-Apr-05	 	28-May-05
		 		 		 	5815096016	 	USD	 	18,226	 	18,226	 	6-Apr-05	 	28-May-05
		 		 		 	5815104016	 	USD	 	74,260	 	74,260	 	14-Apr-05	 	6-Jul-05
		 		 		 	5815104017	 	USD	 	1,263	 	1,263	 	14-Apr-05	 	6-Jul-05
		 		 		 	5815104018	 	USD	 	32,856	 	32,856	 	14-Apr-05	 	6-Jul-05
		 		 		 	5815104019	 	USD	 	24,130	 	24,130	 	14-Apr-05	 	6-Jul-05
		 		 		 	5815104020	 	USD	 	26,379	 	26,379	 	14-Apr-05	 	6-Jul-05
		 		 		 	5815104021	 	USD	 	19,832	 	19,832	 	14-Apr-05	 	6-Jul-05
		 		 		 	5815104022	 	USD	 	3,271	 	3,271	 	18-Apr-05	 	6-Jul-05
		 		 		 	5815104023	 	USD	 	56,251	 	56,251	 	14-Apr-05	 	6-Jul-05
		 		 		 	5815104024	 	USD	 	16,938	 	16,938	 	14-Apr-05	 	6-Jul-05
		 		 		 	5815104025	 	USD	 	37,490	 	37,490	 	14-Apr-05	 	6-Jul-05
		 		 		 	5815104026	 	USD	 	23,985	 	23,985	 	14-Apr-05	 	6-Jul-05
		 		 		 	5815104027	 	USD	 	12,180	 	12,180	 	14-Apr-05	 	6-Jul-05
		 		 		 	5815104028	 	USD	 	45,673	 	45,673	 	14-Apr-05	 	6-Jul-05
		 		 		 	5815104029	 	USD	 	81,110	 	81,110	 	14-Apr-05	 	6-Jul-05
		 		 		 	5815117005	 	USD	 	13,063	 	13,063	 	27-Apr-05	 	6-Jul-05
		 		 		 	5815117006	 	USD	 	1,110	 	1,110	 	27-Apr-05	 	6-Jul-05
		 		 		 	5815117007	 	USD	 	5,790	 	5,790	 	27-Apr-05	 	6-Jul-05
		 		 		 	5815117008	 	USD	 	13,795	 	13,795	 	27-Apr-05	 	6-Jul-05
		 		 		 	5815117009	 	USD	 	11,160	 	11,160	 	27-Apr-05	 	6-Jul-05
		 		 		 	5815117010	 	USD	 	23,625	 	23,625	 	27-Apr-05	 	6-Jul-05









																	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 		 		 	5815124006	 	USD	 	46,715	 	46,715	 	4-May-05	 	6-Jul-05
		 	943169	 	CCX	 	5475098051	 	USD	 	6,554	 	6,554	 	8-Apr-05	 	22-Jun-05
		 		 		 	5475108108	 	USD	 	57,950	 	57,950	 	19-Apr-05	 	29-Jun-05
		 		 		 	5475108109	 	USD	 	3,275	 	3,275	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475108110	 	USD	 	26,375	 	26,375	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475119054	 	USD	 	4,104	 	4,104	 	3-May-05	 	6-Jul-05
		 		 		 	5475119055	 	USD	 	74,835	 	74,835	 	3-May-05	 	6-Jul-05
	917556	 	943170	 	CCX	 	5475039069	 	USD	 	5,792	 	5,792	 	14-Feb-05	 	24-May-05
		 		 		 	5475039080	 	USD	 	11,505	 	11,505	 	14-Feb-05	 	25-May-05
		 		 		 	5475052116	 	USD	 	134	 	134	 	22-Feb-05	 	11-May-05
		 		 		 	5475059115	 	USD	 	2,456	 	2,456	 	1-Mar-05	 	15-May-05
		 		 		 	5475063096	 	USD	 	27,233	 	27,233	 	4-Mar-05	 	14-Jun-05
		 		 		 	5475063101	 	USD	 	1,975	 	1,975	 	4-Mar-05	 	10-May-05
		 		 		 	5475073077	 	USD	 	11,611	 	11,611	 	14-Mar-05	 	11-May-05
		 		 		 	5475073080	 	USD	 	7,032	 	7,032	 	14-Mar-05	 	11-May-05
		 		 		 	5475073082	 	USD	 	7,946	 	7,946	 	14-Mar-05	 	10-May-05
		 		 		 	5475073086	 	USD	 	4,563	 	4,563	 	14-Mar-05	 	11-May-05
		 		 		 	5475073090	 	USD	 	5,406	 	5,406	 	14-Mar-05	 	10-May-05
		 		 		 	5475073091	 	USD	 	3,040	 	3,040	 	14-Mar-05	 	11-May-05
		 		 		 	5475073092	 	USD	 	3,524	 	3,524	 	14-Mar-05	 	11-May-05
		 		 		 	5475073093	 	USD	 	3,894	 	3,894	 	14-Mar-05	 	11-May-05
		 		 		 	5475077040	 	USD	 	5,463	 	5,463	 	18-Mar-05	 	18-May-05
		 		 		 	5475077041	 	USD	 	7,569	 	7,569	 	18-Mar-05	 	19-May-05
		 		 		 	5475077042	 	USD	 	5,546	 	5,546	 	18-Mar-05	 	15-May-05
		 		 		 	5475077043	 	USD	 	4,393	 	4,393	 	18-Mar-05	 	20-Jul-05
		 		 		 	5475077044	 	USD	 	27,690	 	27,690	 	18-Mar-05	 	29-Jun-05
		 		 		 	5475082058	 	USD	 	4,675	 	4,675	 	23-Mar-05	 	25-May-05
		 		 		 	5475082059	 	USD	 	4,085	 	4,085	 	23-Mar-05	 	25-May-05
		 		 		 	5475082060	 	USD	 	28,895	 	28,895	 	23-Mar-05	 	25-May-05
		 		 		 	5475082061	 	USD	 	9,689	 	9,689	 	23-Mar-05	 	18-May-05
		 		 		 	5475082062	 	USD	 	2,847	 	2,847	 	23-Mar-05	 	24-May-05
		 		 		 	5475082063	 	USD	 	7,304	 	7,304	 	23-Mar-05	 	24-May-08
		 		 		 	5475082064	 	USD	 	9,626	 	9,626	 	23-Mar-05	 	29-Jun-05
		 		 		 	5475090065	 	USD	 	5,269	 	5,269	 	31-Mar-05	 	1-Jun-05
		 		 		 	5475090066	 	USD	 	22,145	 	22,145	 	31-Mar-05	 	1-Jun-05
		 		 		 	5475090067	 	USD	 	14,286	 	14,286	 	31-Mar-05	 	31-May-05
		 		 		 	5475098052	 	USD	 	12,806	 	12,806	 	8-Apr-05	 	8-Jun-05
		 		 		 	5475098053	 	USD	 	8,437	 	8,437	 	8-Apr-05	 	8-Jun-05
		 		 		 	5475098054	 	USD	 	9,563	 	9,563	 	8-Apr-05	 	8-Jun-05
		 		 		 	5475098055	 	USD	 	61,751	 	61,751	 	8-Apr-05	 	21-Jun-05
		 		 		 	5475098056	 	USD	 	3,710	 	3,710	 	8-Apr-05	 	22-Jun-05
		 		 		 	5475098057	 	USD	 	40,955	 	40,955	 	8-Apr-05	 	12-Jun-05
		 		 		 	5475098058	 	USD	 	19,680	 	19,680	 	8-Apr-05	 	7-Jun-05
		 		 		 	5475098059	 	USD	 	4,620	 	4,620	 	8-Apr-05	 	5-Jun-05
		 		 		 	5475103083	 	USD	 	53,965	 	53,965	 	14-Apr-05	 	23-Jun-05
		 		 		 	5475103084	 	USD	 	32,126	 	32,126	 	14-Apr-05	 	14-Jun-05
		 		 		 	5475103085	 	USD	 	57,385	 	57,385	 	14-Apr-05	 	15-Jun-05
		 		 		 	5475103086	 	USD	 	12,230	 	12,230	 	14-Apr-05	 	12-Jun-05
		 		 		 	5475103087	 	USD	 	2,377	 	2,377	 	14-Apr-05	 	12-Jun-05
		 		 		 	5475103088	 	USD	 	20,350	 	20,350	 	14-Apr-05	 	15-Jun-05
		 		 		 	5475103089	 	USD	 	5,790	 	5,790	 	14-Apr-05	 	12-Jun-05
		 		 		 	5475103090	 	USD	 	8,363	 	8,363	 	14-Apr-05	 	15-Jun-05
		 		 		 	5475103091	 	USD	 	22,564	 	22,564	 	14-Apr-05	 	12-Jun-05
		 		 		 	5475108111	 	USD	 	82,608	 	82,608	 	19-Apr-05	 	6-Jul-05
		 		 		 	5475108112	 	USD	 	6,155	 	6,155	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475108114	 	USD	 	7,974	 	7,974	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475108115	 	USD	 	35,220	 	35,220	 	19-Apr-05	 	22-Jul-05
		 		 		 	5475108116	 	USD	 	28,013	 	28,013	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475108117	 	USD	 	17,617	 	17,617	 	19-Apr-05	 	19-Jun-05
		 		 		 	5475108118	 	USD	 	22,680	 	22,680	 	19-Apr-05	 	3-Jul-05
		 		 		 	5475108119	 	USD	 	20,736	 	20,736	 	19-Apr-05	 	22-Jun-05
		 		 		 	5475117068	 	USD	 	23,969	 	23,969	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475117069	 	USD	 	18,766	 	18,766	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475117070	 	USD	 	36,840	 	36,840	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475117071	 	USD	 	3,314	 	3,314	 	28-Apr-05	 	29-Jun-05
		 		 		 	5475117072	 	USD	 	6,360	 	6,360	 	28-Apr-05	 	22-Jun-05
		 		 		 	5475117073	 	USD	 	3,494	 	3,494	 	28-Apr-05	 	26-Jun-05
		 		 		 	5475117074	 	USD	 	7,410	 	7,410	 	28-Apr-05	 	22-Jun-05
		 		 		 	5475117075	 	USD	 	13,400	 	13,400	 	28-Apr-05	 	26-Jun-05
		 		 		 	5475119056	 	USD	 	10,781	 	10,781	 	3-May-05	 	7-Jul-05
		 		 		 	5475119057	 	USD	 	28,224	 	28,224	 	3-May-05	 	3-Jul-05
		 		 		 	5475119058	 	USD	 	5,040	 	5,040	 	3-May-05	 	3-Jul-05
		 		 		 	5475119059	 	USD	 	35,107	 	35,107	 	3-May-05	 	3-Jul-05









																	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	943281	 	CCX	 	5474322098	 	USD	 	10,507	 	10,507	 	18-Nov-04	 	22-May-05
		 		 		 	5474322101	 	USD	 	101,199	 	101,199	 	18-Nov-04	 	5-Jun-05
		 		 		 	5475006156	 	USD	 	286,085	 	286,085	 	7-Jan-05	 	1-Jun-05
		 		 		 	5475025084	 	USD	 	72,464	 	72,464	 	26-Jan-05	 	7-May-05
		 		 		 	5475038070	 	USD	 	65,985	 	65,985	 	7-Feb-05	 	24-May-05
		 		 		 	5475049037	 	USD	 	9	 	9	 	21-Feb-05	 	7-May-05
		 		 		 	5475049040	 	USD	 	40	 	40	 	21-Feb-05	 	7-May-05
		 		 		 	5475049058	 	USD	 	19,851	 	19,851	 	21-Feb-05	 	10-May-05
		 		 		 	5475049061	 	USD	 	10,241	 	10,241	 	21-Feb-05	 	18-May-05
		 		 		 	5475049062	 	USD	 	310,448	 	310,448	 	21-Feb-05	 	7-May-05
		 		 		 	5475049074	 	USD	 	18,112	 	18,112	 	21-Feb-05	 	9-May-05
		 		 		 	5475049076	 	USD	 	174,891	 	174,891	 	21-Feb-05	 	7-May-05
		 		 		 	5475049088	 	USD	 	43,880	 	43,880	 	21-Feb-05	 	7-May-05
		 		 		 	5475049092	 	USD	 	60	 	60	 	21-Feb-05	 	7-May-05
		 		 		 	5475049094	 	USD	 	14,495	 	14,495	 	21-Feb-05	 	7-May-05
		 		 		 	5475055066	 	USD	 	252	 	252	 	25-Feb-05	 	7-May-05
		 		 		 	5475055071	 	USD	 	11,440	 	11,440	 	25-Feb-05	 	6-Jul-05
		 		 		 	5475055080	 	USD	 	178,316	 	178,316	 	25-Feb-05	 	17-May-05
		 		 		 	5475055087	 	USD	 	22,512	 	22,512	 	25-Feb-05	 	10-May-05
		 		 		 	5475055089	 	USD	 	252	 	252	 	25-Feb-05	 	10-May-05
		 		 		 	5475055096	 	USD	 	142,372	 	142,372	 	25-Feb-05	 	21-May-05
		 		 		 	5475055099	 	USD	 	31,503	 	31,503	 	25-Feb-05	 	10-May-05
		 		 		 	5475055100	 	USD	 	106,186	 	106,186	 	25-Feb-05	 	10-May-05
		 		 		 	5475055105	 	USD	 	15	 	15	 	25-Feb-05	 	7-May-05
		 		 		 	5475055106	 	USD	 	27,200	 	27,200	 	25-Feb-05	 	7-May-05
		 		 		 	5475055107	 	USD	 	6,940	 	6,940	 	25-Feb-05	 	7-May-05
		 		 		 	5475055113	 	USD	 	255,250	 	255,250	 	25-Feb-05	 	29-Jun-05
		 		 		 	5475055114	 	USD	 	58,320	 	58,320	 	25-Feb-05	 	26-Jun-05
		 		 		 	5475055115	 	USD	 	138,860	 	138,860	 	25-Feb-05	 	29-Jun-05
		 		 		 	5475055116	 	USD	 	33,357	 	33,357	 	25-Feb-05	 	29-Jun-05
		 		 		 	5475055117	 	USD	 	27,585	 	27,585	 	25-Feb-05	 	6-Jul-05
		 		 		 	5475055118	 	USD	 	78,150	 	78,150	 	25-Feb-05	 	22-Jun-05
		 		 		 	5475055119	 	USD	 	71,233	 	71,233	 	25-Feb-05	 	13-Jul-05
		 		 		 	5475055120	 	USD	 	70,860	 	70,860	 	25-Feb-05	 	13-Jul-05
		 		 		 	5475055121	 	USD	 	38,160	 	38,160	 	25-Feb-05	 	22-Jun-05
		 		 		 	5475055122	 	USD	 	131,670	 	131,670	 	25-Feb-05	 	6-Jul-05
		 		 		 	5475055130	 	USD	 	252,808	 	252,808	 	25-Feb-05	 	10-May-05
		 		 		 	5475055132	 	USD	 	891,744	 	891,744	 	25-Feb-05	 	15-Jun-05
		 		 		 	5475055134	 	USD	 	1,078,315	 	1,078,315	 	25-Feb-05	 	6-Jul-05
		 		 		 	5475055136	 	USD	 	873,000	 	873,000	 	25-Feb-05	 	6-Jul-05
		 		 		 	5475055138	 	USD	 	1,214,550	 	1,214,550	 	25-Feb-05	 	6-Jul-05
		 		 		 	5475055140	 	USD	 	1,328,750	 	1,328,750	 	25-Feb-05	 	29-Jun-05
		 		 		 	5475060067	 	USD	 	116,222	 	116,222	 	2-Mar-05	 	18-May-05
		 		 		 	5475060068	 	USD	 	1,012,276	 	1,012,276	 	2-Mar-05	 	8-May-05
		 		 		 	5475060069	 	USD	 	154,969	 	154,969	 	2-Mar-05	 	8-May-05
		 		 		 	5475060070	 	USD	 	610,274	 	610,274	 	2-Mar-05	 	8-May-05
		 		 		 	5475060076	 	USD	 	108,400	 	108,400	 	2-Mar-05	 	20-Jul-05
		 		 		 	5475060077	 	USD	 	382,154	 	382,154	 	2-Mar-05	 	20-Jul-05
		 		 		 	5475060078	 	USD	 	385,550	 	385,550	 	2-Mar-05	 	13-Jul-05
		 		 		 	5475060079	 	USD	 	265,404	 	265,404	 	2-Mar-05	 	28-Aug-05
		 		 		 	5475060080	 	USD	 	305,800	 	305,800	 	2-Mar-05	 	6-Jul-05
		 		 		 	5475060081	 	USD	 	758,520	 	758,520	 	2-Mar-05	 	6-Jul-05
		 		 		 	5475060082	 	USD	 	263,235	 	263,235	 	2-Mar-05	 	20-Jul-05
		 		 		 	5475060083	 	USD	 	33,792	 	33,792	 	2-Mar-05	 	6-Jul-05
		 		 		 	5475060084	 	USD	 	48,440	 	48,440	 	2-Mar-05	 	20-Jul-05
		 		 		 	5475060085	 	USD	 	17,845	 	17,845	 	2-Mar-05	 	20-Jul-05
		 		 		 	5475060086	 	USD	 	67,352	 	67,352	 	2-Mar-05	 	13-Jul-05
		 		 		 	5475060087	 	USD	 	57,830	 	57,830	 	2-Mar-05	 	13-Jul-05
		 		 		 	5475060088	 	USD	 	13,907	 	13,907	 	2-Mar-05	 	29-Jun-05
		 		 		 	5475060089	 	USD	 	54,386	 	54,386	 	2-Mar-05	 	18-May-05
		 		 		 	5475060090	 	USD	 	13,300	 	13,300	 	2-Mar-05	 	20-Jul-05
		 		 		 	5475063138	 	USD	 	5,635	 	5,635	 	7-Mar-05	 	7-May-05
		 		 		 	5475063139	 	USD	 	9,690	 	9,690	 	7-Mar-05	 	7-May-05
		 		 		 	5475063144	 	USD	 	96,872	 	96,872	 	7-Mar-05	 	7-May-05
		 		 		 	5475063145	 	USD	 	390,148	 	390,148	 	7-Mar-05	 	17-May-05
		 		 		 	5475063146	 	USD	 	167,505	 	167,505	 	7-Mar-05	 	13-May-05
		 		 		 	5475063147	 	USD	 	34,016	 	34,016	 	7-Mar-05	 	13-May-05
		 		 		 	5475063148	 	USD	 	92,720	 	92,720	 	7-Mar-05	 	13-May-05
		 		 		 	5475063149	 	USD	 	59,315	 	59,315	 	7-Mar-05	 	13-May-05
		 		 		 	5475063150	 	USD	 	90,858	 	90,858	 	7-Mar-05	 	13-May-05
		 		 		 	5475063151	 	USD	 	937,422	 	937,422	 	7-Mar-05	 	13-May-05
		 		 		 	5475063152	 	USD	 	843,613	 	843,613	 	7-Mar-05	 	7-May-05
		 		 		 	5475063154	 	USD	 	373,334	 	373,334	 	7-Mar-05	 	7-May-05
		 		 		 	5475063155	 	USD	 	354,170	 	354,170	 	7-Mar-05	 	7-May-05









																	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 		 		 	5475063156	 	USD	 	341,932	 	341,932	 	7-Mar-05	 	13-May-05
		 		 		 	5475063157	 	USD	 	840,915	 	840,915	 	7-Mar-05	 	1-Jun-05
		 		 		 	5475063158	 	USD	 	7,458	 	7,458	 	7-Mar-05	 	7-May-05
		 		 		 	5475063159	 	USD	 	342	 	342	 	7-Mar-05	 	13-May-05
		 		 		 	5475063160	 	USD	 	224,569	 	224,569	 	7-Mar-05	 	13-May-05
		 		 		 	5475063161	 	USD	 	560,724	 	560,724	 	7-Mar-05	 	17-May-05
		 		 		 	5475063163	 	USD	 	234,712	 	234,712	 	7-Mar-05	 	13-May-05
		 		 		 	5475063164	 	USD	 	353,548	 	353,548	 	7-Mar-05	 	13-May-05
		 		 		 	5475063165	 	USD	 	210,850	 	210,850	 	7-Mar-05	 	17-May-05
		 		 		 	5475063168	 	USD	 	32,765	 	32,765	 	7-Mar-05	 	7-May-05
		 		 		 	5475063169	 	USD	 	14,346	 	14,346	 	7-Mar-05	 	7-May-05
		 		 		 	5475063170	 	USD	 	41,240	 	41,240	 	7-Mar-05	 	7-May-05
		 		 		 	5475063171	 	USD	 	13,187	 	13,187	 	7-Mar-05	 	7-May-05
		 		 		 	5475068044	 	USD	 	1,626	 	1,626	 	10-Mar-05	 	31-May-05
		 		 		 	5475068045	 	USD	 	363,899	 	363,899	 	10-Mar-05	 	10-May-05
		 		 		 	5475068046	 	USD	 	477,717	 	477,717	 	10-Mar-05	 	17-May-05
		 		 		 	5475068047	 	USD	 	572,824	 	572,824	 	10-Mar-05	 	17-May-05
		 		 		 	5475068048	 	USD	 	327,609	 	327,609	 	10-Mar-05	 	10-May-05
		 		 		 	5475068049	 	USD	 	32,963	 	32,963	 	10-Mar-05	 	13-May-05
		 		 		 	5475068050	 	USD	 	272,716	 	272,716	 	10-Mar-05	 	10-May-05
		 		 		 	5475068053	 	USD	 	65,748	 	65,748	 	10-Mar-05	 	7-May-05
		 		 		 	5475068054	 	USD	 	144,769	 	144,769	 	10-Mar-05	 	4-Jun-05
		 		 		 	5475070050	 	USD	 	1,810,617	 	1,810,617	 	11-Mar-05	 	15-Jun-05
		 		 		 	5475074072	 	USD	 	14,075	 	14,075	 	16-Mar-05	 	13-May-05
		 		 		 	5475074073	 	USD	 	19,643	 	19,643	 	16-Mar-05	 	10-May-05
		 		 		 	5475074074	 	USD	 	11,745	 	11,745	 	16-Mar-05	 	20-May-05
		 		 		 	5475074075	 	USD	 	25,243	 	25,243	 	16-Mar-05	 	20-May-05
		 		 		 	5475074076	 	USD	 	2,200	 	2,200	 	16-Mar-05	 	18-May-05
		 		 		 	5475074077	 	USD	 	17,445	 	17,445	 	16-Mar-05	 	13-May-05
		 		 		 	5475074078	 	USD	 	13,900	 	13,900	 	16-Mar-05	 	13-May-05
		 		 		 	5475074084	 	USD	 	432,338	 	432,338	 	16-Mar-05	 	15-May-05
		 		 		 	5475074085	 	USD	 	127,197	 	127,197	 	16-Mar-05	 	24-May-05
		 		 		 	5475074086	 	USD	 	343,472	 	343,472	 	16-Mar-05	 	21-May-05
		 		 		 	5475074087	 	USD	 	28,230	 	28,230	 	16-Mar-05	 	20-May-05
		 		 		 	5475074088	 	USD	 	53,384	 	53,384	 	16-Mar-05	 	20-May-05
		 		 		 	5475074089	 	USD	 	64,849	 	64,849	 	16-Mar-05	 	17-May-05
		 		 		 	5475074090	 	USD	 	101,003	 	101,003	 	16-Mar-05	 	20-May-05
		 		 		 	5475074091	 	USD	 	25,939	 	25,939	 	16-Mar-05	 	27-May-05
		 		 		 	5475074092	 	USD	 	907,893	 	907,893	 	16-Mar-05	 	20-May-05
		 		 		 	5475074093	 	USD	 	276,318	 	276,318	 	16-Mar-05	 	14-May-05
		 		 		 	5475074094	 	USD	 	19,552	 	19,552	 	16-Mar-05	 	20-May-05
		 		 		 	5475074095	 	USD	 	100,043	 	100,043	 	16-Mar-05	 	17-May-05
		 		 		 	5475074096	 	USD	 	210,242	 	210,242	 	16-Mar-05	 	20-May-05
		 		 		 	5475074097	 	USD	 	171,626	 	171,626	 	16-Mar-05	 	17-May-05
		 		 		 	5475074098	 	USD	 	107,363	 	107,363	 	16-Mar-05	 	14-May-05
		 		 		 	5475074099	 	USD	 	420,000	 	420,000	 	16-Mar-05	 	14-May-05
		 		 		 	5475074100	 	USD	 	296,104	 	296,104	 	16-Mar-05	 	20-May-05
		 		 		 	5475074101	 	USD	 	631,654	 	631,654	 	16-Mar-05	 	17-May-05
		 		 		 	5475074102	 	USD	 	801,640	 	801,640	 	16-Mar-05	 	21-May-05
		 		 		 	5475074103	 	USD	 	372,601	 	372,601	 	16-Mar-05	 	18-Jun-05
		 		 		 	5475074104	 	USD	 	450,766	 	450,766	 	16-Mar-05	 	17-May-05
		 		 		 	5475074105	 	USD	 	1,178,590	 	1,178,590	 	16-Mar-05	 	28-May-05
		 		 		 	5475074106	 	USD	 	238,164	 	238,164	 	16-Mar-05	 	20-May-05
		 		 		 	5475074107	 	USD	 	68,584	 	68,584	 	16-Mar-05	 	20-May-05
		 		 		 	5475074108	 	USD	 	69,675	 	69,675	 	16-Mar-05	 	21-May-05
		 		 		 	5475074109	 	USD	 	581,748	 	581,748	 	16-Mar-05	 	20-May-05
		 		 		 	5475074110	 	USD	 	359,400	 	359,400	 	16-Mar-05	 	21-May-05
		 		 		 	5475074111	 	USD	 	319,200	 	319,200	 	16-Mar-05	 	20-May-05
		 		 		 	5475074112	 	USD	 	51,144	 	51,144	 	16-Mar-05	 	21-May-05
		 		 		 	5475074113	 	USD	 	27,767	 	27,767	 	16-Mar-05	 	17-May-05
		 		 		 	5475074114	 	USD	 	41,729	 	41,729	 	16-Mar-05	 	17-May-05
		 		 		 	5475074115	 	USD	 	41,578	 	41,578	 	16-Mar-05	 	12-Aug-05
		 		 		 	5475074116	 	USD	 	180,018	 	180,018	 	16-Mar-05	 	14-May-05
		 		 		 	5475074117	 	USD	 	26,580	 	26,580	 	16-Mar-05	 	14-May-05
		 		 		 	5475074118	 	USD	 	37,323	 	37,323	 	16-Mar-05	 	14-May-05
		 		 		 	5475074119	 	USD	 	29,700	 	29,700	 	16-Mar-05	 	14-May-05
		 		 		 	5475074120	 	USD	 	225,070	 	225,070	 	16-Mar-05	 	20-May-05
		 		 		 	5475074121	 	USD	 	55,460	 	55,460	 	16-Mar-05	 	13-May-05
		 		 		 	5475074122	 	USD	 	30,320	 	30,320	 	16-Mar-05	 	17-May-05
		 		 		 	5475074123	 	USD	 	104,700	 	104,700	 	16-Mar-05	 	20-May-05
		 		 		 	5475082065	 	USD	 	71,269	 	71,269	 	23-Mar-05	 	24-May-05
		 		 		 	5475082066	 	USD	 	48,750	 	48,750	 	23-Mar-05	 	25-May-05
		 		 		 	5475082068	 	USD	 	49,019	 	49,019	 	23-Mar-05	 	24-May-05
		 		 		 	5475082069	 	USD	 	117	 	117	 	23-Mar-05	 	27-May-05









																	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 		 		 	5475082070	 	USD	 	17,257	 	17,257	 	23-Mar-05	 	20-May-05
		 		 		 	5475082071	 	USD	 	438,750	 	438,750	 	23-Mar-05	 	10-Jun-05
		 		 		 	5475082072	 	USD	 	103,436	 	103,436	 	23-Mar-05	 	28-May-05
		 		 		 	5475082073	 	USD	 	210,571	 	210,571	 	23-Mar-05	 	28-May-05
		 		 		 	5475082074	 	USD	 	441,060	 	441,060	 	23-Mar-05	 	7-Jun-05
		 		 		 	5475082075	 	USD	 	249,550	 	249,550	 	23-Mar-05	 	14-Jun-05
		 		 		 	5475082076	 	USD	 	40,888	 	40,888	 	23-Mar-05	 	7-Jun-05
		 		 		 	5475082077	 	USD	 	224,789	 	224,789	 	23-Mar-05	 	27-May-05
		 		 		 	5475082078	 	USD	 	295,063	 	295,063	 	23-Mar-05	 	28-May-05
		 		 		 	5475082079	 	USD	 	378,000	 	378,000	 	23-Mar-05	 	21-Jun-05
		 		 		 	5475082080	 	USD	 	21,000	 	21,000	 	23-Mar-05	 	21-May-05
		 		 		 	5475082081	 	USD	 	49,678	 	49,678	 	23-Mar-05	 	1-Jun-05
		 		 		 	5475082084	 	USD	 	19,426	 	19,426	 	23-Mar-05	 	1-Jun-05
		 		 		 	5475082086	 	USD	 	611,010	 	611,010	 	23-Mar-05	 	21-Jun-05
		 		 		 	5475082088	 	USD	 	548,100	 	548,100	 	23-Mar-05	 	7-Jun-05
		 		 		 	5475082090	 	USD	 	645,987	 	645,987	 	23-Mar-05	 	28-May-05
		 		 		 	5475088071	 	USD	 	30,644	 	30,644	 	30-Mar-05	 	31-May-05
		 		 		 	5475088072	 	USD	 	24,683	 	24,683	 	30-Mar-05	 	31-May-05
		 		 		 	5475088073	 	USD	 	30,719	 	30,719	 	30-Mar-05	 	31-May-05
		 		 		 	5475088074	 	USD	 	486,230	 	486,230	 	30-Mar-05	 	8-Jun-05
		 		 		 	5475088075	 	USD	 	120,000	 	120,000	 	30-Mar-05	 	14-May-05
		 		 		 	5475088076	 	USD	 	119,601	 	119,601	 	30-Mar-05	 	4-Jun-05
		 		 		 	5475088077	 	USD	 	375,253	 	375,253	 	30-Mar-05	 	7-Jun-05
		 		 		 	5475088078	 	USD	 	29,400	 	29,400	 	30-Mar-05	 	1-Jun-05
		 		 		 	5475088079	 	USD	 	810,000	 	810,000	 	30-Mar-05	 	7-Jun-05
		 		 		 	5475088080	 	USD	 	141,133	 	141,133	 	30-Mar-05	 	31-May-05
		 		 		 	5475088081	 	USD	 	35,961	 	35,961	 	30-Mar-05	 	31-May-05
		 		 		 	5475088082	 	USD	 	47,204	 	47,204	 	30-Mar-05	 	31-May-05
		 		 		 	5475088083	 	USD	 	10,605	 	10,605	 	30-Mar-05	 	28-May-05
		 		 		 	5475088084	 	USD	 	128,000	 	128,000	 	30-Mar-05	 	30-May-05
		 		 		 	5475088085	 	USD	 	398,670	 	398,670	 	30-Mar-05	 	7-Jun-05
		 		 		 	5475088086	 	USD	 	144,940	 	144,940	 	30-Mar-05	 	4-Jun-05
		 		 		 	5475088087	 	USD	 	64	 	64	 	30-Mar-05	 	27-May-05
		 		 		 	5475088088	 	USD	 	17,220	 	17,220	 	30-Mar-05	 	31-May-05
		 		 		 	5475088089	 	USD	 	503,436	 	503,436	 	30-Mar-05	 	17-Aug-05
		 		 		 	5475088090	 	USD	 	35,496	 	35,496	 	30-Mar-05	 	10-Aug-05
		 		 		 	5475088091	 	USD	 	24,474	 	24,474	 	30-Mar-05	 	27-Jul-05
		 		 		 	5475097052	 	USD	 	164,879	 	164,879	 	7-Apr-05	 	10-Jun-05
		 		 		 	5475097053	 	USD	 	339,986	 	339,986	 	7-Apr-05	 	3-Jun-05
		 		 		 	5475097054	 	USD	 	15,593	 	15,593	 	7-Apr-05	 	3-Jun-05
		 		 		 	5475097055	 	USD	 	205,986	 	205,986	 	7-Apr-05	 	10-Jun-05
		 		 		 	5475097057	 	USD	 	36,600	 	36,600	 	7-Apr-05	 	8-Jun-05
		 		 		 	5475097058	 	USD	 	123,329	 	123,329	 	7-Apr-05	 	11-Jun-05
		 		 		 	5475097059	 	USD	 	47,520	 	47,520	 	7-Apr-05	 	10-Jun-05
		 		 		 	5475097060	 	USD	 	52,132	 	52,132	 	7-Apr-05	 	11-Jun-05
		 		 		 	5475097061	 	USD	 	122,696	 	122,696	 	7-Apr-05	 	28-Jun-05
		 		 		 	5475097062	 	USD	 	1,039,100	 	1,039,100	 	7-Apr-05	 	8-Jun-05
		 		 		 	5475097063	 	USD	 	359,200	 	359,200	 	7-Apr-05	 	24-Jun-05
		 		 		 	5475097064	 	USD	 	558,476	 	558,476	 	7-Apr-05	 	10-Jun-05
		 		 		 	5475097065	 	USD	 	737,685	 	737,685	 	7-Apr-05	 	10-Jun-05
		 		 		 	5475097066	 	USD	 	27,765	 	27,765	 	7-Apr-05	 	10-Jun-05
		 		 		 	5475097067	 	USD	 	447,390	 	447,390	 	7-Apr-05	 	17-Jun-05
		 		 		 	5475097068	 	USD	 	284,059	 	284,059	 	7-Apr-05	 	10-Jun-05
		 		 		 	5475097069	 	USD	 	413,910	 	413,910	 	7-Apr-05	 	24-Jun-05
		 		 		 	5475097070	 	USD	 	105,000	 	105,000	 	7-Apr-05	 	10-Jun-05
		 		 		 	5475097071	 	USD	 	18,950	 	18,950	 	7-Apr-05	 	3-Jun-05
		 		 		 	5475097072	 	USD	 	210,235	 	210,235	 	7-Apr-05	 	7-Jun-05
		 		 		 	5475097073	 	USD	 	611,712	 	611,712	 	7-Apr-05	 	11-Jun-05
		 		 		 	5475097074	 	USD	 	116,250	 	116,250	 	7-Apr-05	 	10-Jun-05
		 		 		 	5475097075	 	USD	 	95,622	 	95,622	 	7-Apr-05	 	10-Jun-05
		 		 		 	5475097076	 	USD	 	203,025	 	203,025	 	7-Apr-05	 	11-Jun-05
		 		 		 	5475097077	 	USD	 	13,440	 	13,440	 	7-Apr-05	 	18-Jun-05
		 		 		 	5475097078	 	USD	 	7,498	 	7,498	 	7-Apr-05	 	7-Aug-05
		 		 		 	5475097079	 	USD	 	73,520	 	73,520	 	7-Apr-05	 	4-Jun-05
		 		 		 	5475097080	 	USD	 	21,552	 	21,552	 	7-Apr-05	 	4-Jun-05
		 		 		 	5475097081	 	USD	 	30,128	 	30,128	 	7-Apr-05	 	11-Jun-05
		 		 		 	5475097082	 	USD	 	8,100	 	8,100	 	7-Apr-05	 	4-Jun-05
		 		 		 	5475097083	 	USD	 	65,585	 	65,585	 	7-Apr-05	 	4-Jun-05
		 		 		 	5475097084	 	USD	 	34,076	 	34,076	 	7-Apr-05	 	4-Jun-05
		 		 		 	5475097085	 	USD	 	23,520	 	23,520	 	7-Apr-05	 	4-Jun-05
		 		 		 	5475097086	 	USD	 	11,795	 	11,795	 	7-Apr-05	 	4-Jun-05
		 		 		 	5475097087	 	USD	 	20,570	 	20,570	 	7-Apr-05	 	31-May-05
		 		 		 	5475097088	 	USD	 	43,000	 	43,000	 	7-Apr-05	 	10-Jun-05
		 		 		 	5475097089	 	USD	 	89,708	 	89,708	 	7-Apr-05	 	10-Jun-05









																	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 		 		 	5475097090	 	USD	 	29,375	 	29,375	 	7-Apr-05	 	10-Jun-05
		 		 		 	5475097091	 	USD	 	34,522	 	34,522	 	7-Apr-05	 	10-Jun-05
		 		 		 	5475097092	 	USD	 	962,592	 	962,592	 	7-Apr-05	 	7-Sep-05
		 		 		 	5475097093	 	USD	 	99,180	 	99,180	 	7-Apr-05	 	17-Aug-05
		 		 		 	5475102066	 	USD	 	196,076	 	196,076	 	13-Apr-05	 	18-Jun-05
		 		 		 	5475102067	 	USD	 	52,250	 	52,250	 	13-Apr-05	 	18-Jun-05
		 		 		 	5475102068	 	USD	 	700,215	 	700,215	 	13-Apr-05	 	18-Jun-05
		 		 		 	5475102069	 	USD	 	57,544	 	57,544	 	13-Apr-05	 	17-Jun-05
		 		 		 	5475102070	 	USD	 	32,208	 	32,208	 	13-Apr-05	 	15-Jun-05
		 		 		 	5475102071	 	USD	 	333,958	 	333,958	 	13-Apr-05	 	17-Jun-05
		 		 		 	5475102072	 	USD	 	26,786	 	26,786	 	13-Apr-05	 	17-Jun-05
		 		 		 	5475102073	 	USD	 	113,295	 	113,295	 	13-Apr-05	 	17-Jun-05
		 		 		 	5475102074	 	USD	 	566,659	 	566,659	 	13-Apr-05	 	13-Jul-05
		 		 		 	5475102075	 	USD	 	294,390	 	294,390	 	13-Apr-05	 	17-Jun-05
		 		 		 	5475102076	 	USD	 	256,316	 	256,316	 	13-Apr-05	 	15-Jun-05
		 		 		 	5475102077	 	USD	 	75,240	 	75,240	 	13-Apr-05	 	11-Jun-05
		 		 		 	5475102078	 	USD	 	111,950	 	111,950	 	13-Apr-05	 	17-Jun-05
		 		 		 	5475102079	 	USD	 	116,300	 	116,300	 	13-Apr-05	 	17-Jun-05
		 		 		 	5475102080	 	USD	 	169,368	 	169,368	 	13-Apr-05	 	14-Jun-05
		 		 		 	5475102082	 	USD	 	306,967	 	306,967	 	13-Apr-05	 	2-Jul-05
		 		 		 	5475102083	 	USD	 	145,312	 	145,312	 	13-Apr-05	 	18-Jun-05
		 		 		 	5475102084	 	USD	 	340,764	 	340,764	 	13-Apr-05	 	21-Jun-05
		 		 		 	5475102085	 	USD	 	65,327	 	65,327	 	13-Apr-05	 	18-Jun-05
		 		 		 	5475102086	 	USD	 	100,790	 	100,790	 	13-Apr-05	 	17-Jun-05
		 		 		 	5475102087	 	USD	 	477,700	 	477,700	 	13-Apr-05	 	18-Jun-05
		 		 		 	5475102088	 	USD	 	504,440	 	504,440	 	13-Apr-05	 	26-Jul-05
		 		 		 	5475102089	 	USD	 	46,200	 	46,200	 	13-Apr-05	 	10-Jun-05
		 		 		 	5475102090	 	USD	 	36,000	 	36,000	 	13-Apr-05	 	17-Jun-05
		 		 		 	5475102091	 	USD	 	130,147	 	130,147	 	13-Apr-05	 	15-Jun-05
		 		 		 	5475102092	 	USD	 	23,075	 	23,075	 	13-Apr-05	 	11-Jun-05
		 		 		 	5475102093	 	USD	 	47,961	 	47,961	 	13-Apr-05	 	18-Jun-05
		 		 		 	5475102094	 	USD	 	10,080	 	10,080	 	13-Apr-05	 	11-Jun-05
		 		 		 	5475102095	 	USD	 	37,680	 	37,680	 	13-Apr-05	 	11-Jun-05
		 		 		 	5475102096	 	USD	 	23,310	 	23,310	 	13-Apr-05	 	14-Jun-05
		 		 		 	5475102097	 	USD	 	162,449	 	162,449	 	13-Apr-05	 	31-Aug-05
		 		 		 	5475104001	 	USD	 	754,000	 	754,000	 	14-Apr-05	 	5-Jul-05
		 		 		 	5475111012	 	USD	 	98,967	 	98,967	 	21-Apr-05	 	18-Jun-05
		 		 		 	5475111013	 	USD	 	63,150	 	63,150	 	21-Apr-05	 	25-Jun-05
		 		 		 	5475111014	 	USD	 	476,906	 	476,906	 	21-Apr-05	 	29-Jul-05
		 		 		 	5475111015	 	USD	 	62,862	 	62,862	 	21-Apr-05	 	24-Jun-05
		 		 		 	5475111016	 	USD	 	64,000	 	64,000	 	21-Apr-05	 	18-Jun-05
		 		 		 	5475111017	 	USD	 	170,000	 	170,000	 	21-Apr-05	 	25-Jun-05
		 		 		 	5475111018	 	USD	 	677,650	 	677,650	 	21-Apr-05	 	24-Jun-05
		 		 		 	5475111019	 	USD	 	416,250	 	416,250	 	21-Apr-05	 	25-Jun-05
		 		 		 	5475111020	 	USD	 	39,087	 	39,087	 	21-Apr-05	 	2-Jul-05
		 		 		 	5475111021	 	USD	 	249,334	 	249,334	 	21-Apr-05	 	1-Jul-05
		 		 		 	5475111022	 	USD	 	284,850	 	284,850	 	21-Apr-05	 	25-Jun-05
		 		 		 	5475111023	 	USD	 	181,427	 	181,427	 	21-Apr-05	 	12-Aug-05
		 		 		 	5475111024	 	USD	 	105,525	 	105,525	 	21-Apr-05	 	25-Jun-05
		 		 		 	5475111025	 	USD	 	788,841	 	788,841	 	21-Apr-05	 	25-Jun-05
		 		 		 	5475111026	 	USD	 	175,050	 	175,050	 	21-Apr-05	 	25-Jun-05
		 		 		 	5475111027	 	USD	 	238,700	 	238,700	 	21-Apr-05	 	9-Aug-05
		 		 		 	5475111028	 	USD	 	828,526	 	828,526	 	21-Apr-05	 	28-Jun-05
		 		 		 	5475111029	 	USD	 	115,650	 	115,650	 	21-Apr-05	 	1-Jul-05
		 		 		 	5475111030	 	USD	 	17,730	 	17,730	 	21-Apr-05	 	20-Jul-05
		 		 		 	5475111031	 	USD	 	3,570	 	3,570	 	21-Apr-05	 	22-Jun-05
		 		 		 	5475111032	 	USD	 	16,598	 	16,598	 	21-Apr-05	 	9-Jul-05
		 		 		 	5475111033	 	USD	 	112,746	 	112,746	 	21-Apr-05	 	18-Jun-05
		 		 		 	5475111034	 	USD	 	14,925	 	14,925	 	21-Apr-05	 	18-Jun-05
		 		 		 	5475111035	 	USD	 	22,640	 	22,640	 	21-Apr-05	 	18-Jun-05
		 		 		 	5475111036	 	USD	 	89,178	 	89,178	 	21-Apr-05	 	25-Jun-05
		 		 		 	5475111037	 	USD	 	98,774	 	98,774	 	21-Apr-05	 	2-Jul-05
		 		 		 	5475111038	 	USD	 	68,700	 	68,700	 	21-Apr-05	 	9-Jul-05
		 		 		 	5475111039	 	USD	 	227,750	 	227,750	 	21-Apr-05	 	24-Jun-05
		 		 		 	5475111040	 	USD	 	37,620	 	37,620	 	21-Apr-05	 	24-Jun-05
		 		 		 	5475111041	 	USD	 	1,113,600	 	1,113,600	 	21-Apr-05	 	31-Aug-05
		 		 		 	5475111042	 	USD	 	1,468,000	 	1,468,000	 	21-Apr-05	 	31-Aug-05
		 		 		 	5475117018	 	USD	 	66,474	 	66,474	 	27-Apr-05	 	24-Aug-05
		 		 		 	5475123032	 	USD	 	84,311	 	84,311	 	4-May-05	 	6-Jul-05
		 		 		 	5475123033	 	USD	 	17,820	 	17,820	 	4-May-05	 	2-Jul-05
		 		 		 	5475123034	 	USD	 	420,610	 	420,610	 	4-May-05	 	2-Aug-05
		 		 		 	5475123035	 	USD	 	57,544	 	57,544	 	4-May-05	 	5-Jul-05
		 		 		 	5475123036	 	USD	 	202,625	 	202,625	 	4-May-05	 	6-Jul-05
		 		 		 	5475123037	 	USD	 	116,364	 	116,364	 	4-May-05	 	1-Jul-05









																	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 		 		 	5475123038	 	USD	 	308,909	 	308,909	 	4-May-05	 	29-Jul-05
		 		 		 	5475123039	 	USD	 	129,600	 	129,600	 	4-May-05	 	2-Jul-05
		 		 		 	5475123040	 	USD	 	72,280	 	72,280	 	4-May-05	 	5-Jul-05
		 		 		 	5475123041	 	USD	 	98,840	 	98,840	 	4-May-05	 	6-Jul-05
		 		 		 	5475123042	 	USD	 	378,450	 	378,450	 	4-May-05	 	19-Jul-05
		 		 		 	5475123043	 	USD	 	428,539	 	428,539	 	4-May-05	 	5-Jul-05
		 		 		 	5475123044	 	USD	 	139,190	 	139,190	 	4-May-05	 	22-Jul-05
		 		 		 	5475123045	 	USD	 	40,800	 	40,800	 	4-May-05	 	12-Jul-05
		 		 		 	5475123046	 	USD	 	235,000	 	235,000	 	4-May-05	 	28-Jun-05
		 		 		 	5475123047	 	USD	 	95,852	 	95,852	 	4-May-05	 	4-Jul-05
		 		 		 	5475123048	 	USD	 	50,891	 	50,891	 	4-May-05	 	28-Jun-05
		 		 		 	5475123049	 	USD	 	351,548	 	351,548	 	4-May-05	 	19-Jul-05
		 		 		 	5475123050	 	USD	 	852,998	 	852,998	 	4-May-05	 	2-Jul-05
		 		 		 	5475123051	 	USD	 	268,900	 	268,900	 	4-May-05	 	19-Jul-05
		 		 		 	5475123052	 	USD	 	334,270	 	334,270	 	4-May-05	 	19-Jul-05
		 		 		 	5475123053	 	USD	 	816,434	 	816,434	 	4-May-05	 	9-Aug-05
		 		 		 	5475123054	 	USD	 	288,900	 	288,900	 	4-May-05	 	16-Aug-05
		 		 		 	5475123055	 	USD	 	46,200	 	46,200	 	4-May-05	 	2-Jul-05
		 		 		 	5475123056	 	USD	 	10,876	 	10,876	 	4-May-05	 	16-Jul-05
		 		 		 	5475123057	 	USD	 	25,733	 	25,733	 	4-May-05	 	9-Jul-05
		 		 		 	5475123058	 	USD	 	10,640	 	10,640	 	4-May-05	 	9-Jul-05
		 		 		 	5475123059	 	USD	 	149,128	 	149,128	 	4-May-05	 	9-Jul-05
		 		 		 	5475123060	 	USD	 	51,700	 	51,700	 	4-May-05	 	27-Jun-05
		 		 		 	5475123061	 	USD	 	32,345	 	32,345	 	4-May-05	 	9-Jul-05
		 		 		 	5475123062	 	USD	 	24,410	 	24,410	 	4-May-05	 	16-Jul-05
		 		 		 	5475123063	 	USD	 	24,975	 	24,975	 	4-May-05	 	9-Jul-05
		 		 		 	5475123064	 	USD	 	42,266	 	42,266	 	4-May-05	 	9-Jul-05
		 		 		 	5475123065	 	USD	 	32,938	 	32,938	 	4-May-05	 	9-Jul-05
		 		 		 	5475123066	 	USD	 	79,436	 	79,436	 	4-May-05	 	9-Jul-05
		 		 		 	5475123067	 	USD	 	50,495	 	50,495	 	4-May-05	 	6-Aug-05
		 		 		 	5475123068	 	USD	 	40,180	 	40,180	 	4-May-05	 	5-Jul-05
		 		 		 	5475123069	 	USD	 	637,200	 	637,200	 	4-May-05	 	21-Sep-05
		 	943282	 	CCX	 	5474364071	 	USD	 	14,710	 	14,710	 	29-Dec-04	 	14-Jun-05
		 		 		 	5475063173	 	USD	 	14,878	 	14,878	 	7-Mar-05	 	7-May-05
		 		 		 	5475063175	 	USD	 	33,520	 	33,520	 	7-Mar-05	 	7-May-05
		 		 		 	5475063176	 	USD	 	32,341	 	32,341	 	7-Mar-05	 	7-May-05
		 		 		 	5475068058	 	USD	 	3,536	 	3,536	 	10-Mar-05	 	10-May-05
		 		 		 	5475068059	 	USD	 	11,518	 	11,518	 	10-Mar-05	 	20-May-05
		 		 		 	5475074124	 	USD	 	49,200	 	49,200	 	16-Mar-05	 	13-May-05
		 		 		 	5475074125	 	USD	 	74	 	74	 	16-Mar-05	 	13-May-05
		 		 		 	5475074126	 	USD	 	64,913	 	64,913	 	16-Mar-05	 	17-May-05
		 		 		 	5475074127	 	USD	 	9,257	 	9,257	 	16-Mar-05	 	20-May-05
		 		 		 	5475074128	 	USD	 	60,999	 	60,999	 	16-Mar-05	 	20-May-05
		 		 		 	5475082085	 	USD	 	28,309	 	28,309	 	23-Mar-05	 	28-May-05
		 		 		 	5475082087	 	USD	 	77,309	 	77,309	 	23-Mar-05	 	21-May-05
		 		 		 	5475097094	 	USD	 	106,909	 	106,909	 	7-Apr-05	 	3-Jun-05
		 		 		 	5475097095	 	USD	 	70,200	 	70,200	 	7-Apr-05	 	3-Jun-05
		 		 		 	5475102098	 	USD	 	77,945	 	77,945	 	13-Apr-05	 	17-Jun-05
		 		 		 	5475102099	 	USD	 	52,924	 	52,924	 	13-Apr-05	 	4-Jun-05
		 		 		 	5475111043	 	USD	 	12,023	 	12,023	 	21-Apr-05	 	4-Jun-05
		 		 		 	5475111044	 	USD	 	212,453	 	212,453	 	21-Apr-05	 	19-Jul-05
		 		 		 	5475111045	 	USD	 	65,546	 	65,546	 	21-Apr-05	 	18-Jun-05
		 		 		 	5475123070	 	USD	 	13,952	 	13,952	 	4-May-05	 	23-Jul-05
		 	943283	 	CCX	 	5475049050	 	USD	 	2,873	 	2,873	 	21-Feb-05	 	7-May-05
		 		 		 	5475055077	 	USD	 	6,300	 	6,300	 	25-Feb-05	 	6-Jul-05
		 		 		 	5475055078	 	USD	 	10,400	 	10,400	 	25-Feb-05	 	19-Jun-05
		 		 		 	5475055131	 	USD	 	67,044	 	67,044	 	25-Feb-05	 	13-Jul-05
		 		 		 	5475055133	 	USD	 	16,700	 	16,700	 	25-Feb-05	 	22-Jun-05
		 		 		 	5475055135	 	USD	 	58,600	 	58,600	 	25-Feb-05	 	29-Jun-05
		 		 		 	5475055137	 	USD	 	32,213	 	32,213	 	25-Feb-05	 	13-Jul-05
		 		 		 	5475055139	 	USD	 	30,151	 	30,151	 	25-Feb-05	 	6-Jul-05
		 		 		 	5475060095	 	USD	 	36,193	 	36,193	 	2-Mar-05	 	20-Jul-05
		 		 		 	5475060096	 	USD	 	16,213	 	16,213	 	2-Mar-05	 	20-Jul-05
		 		 		 	5475060097	 	USD	 	3,185	 	3,185	 	2-Mar-05	 	29-Jun-05
		 		 		 	5475060098	 	USD	 	12,740	 	12,740	 	2-Mar-05	 	29-Jun-05
		 		 		 	5475060099	 	USD	 	9,600	 	9,600	 	2-Mar-05	 	29-Jun-05
		 		 		 	5475060100	 	USD	 	12,082	 	12,082	 	2-Mar-05	 	29-Jun-05
		 		 		 	5475060101	 	USD	 	46,498	 	46,498	 	2-Mar-05	 	20-Jul-05
		 		 		 	5475060102	 	USD	 	11,010	 	11,010	 	2-Mar-05	 	29-Jun-05
		 		 		 	5475063140	 	USD	 	11,191	 	11,191	 	7-Mar-05	 	21-May-05
		 		 		 	5475063141	 	USD	 	7,154	 	7,154	 	7-Mar-05	 	7-May-05
		 		 		 	5475063142	 	USD	 	7,821	 	7,821	 	7-Mar-05	 	7-May-05
		 		 		 	5475063178	 	USD	 	38,631	 	38,631	 	7-Mar-05	 	7-May-05
		 		 		 	5475063179	 	USD	 	2,576	 	2,576	 	7-Mar-05	 	7-May-05









																	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 		 		 	5475063180	 	USD	 	52,202	 	52,202	 	7-Mar-05	 	7-May-05
		 		 		 	5475063181	 	USD	 	15,139	 	15,139	 	7-Mar-05	 	7-May-05
		 		 		 	5475063182	 	USD	 	13,965	 	13,965	 	7-Mar-05	 	7-May-05
		 		 		 	5475063184	 	USD	 	11,404	 	11,404	 	7-Mar-05	 	7-May-05
		 		 		 	5475063185	 	USD	 	12,489	 	12,489	 	7-Mar-05	 	7-May-05
		 		 		 	5475063186	 	USD	 	9,960	 	9,960	 	7-Mar-05	 	7-May-05
		 		 		 	5475063187	 	USD	 	56,900	 	56,900	 	7-Mar-05	 	10-May-05
		 		 		 	5475074080	 	USD	 	10,483	 	10,483	 	16-Mar-05	 	14-May-05
		 		 		 	5475074082	 	USD	 	14,997	 	14,997	 	16-Mar-05	 	14-May-05
		 		 		 	5475074083	 	USD	 	7,479	 	7,479	 	16-Mar-05	 	14-May-05
		 		 		 	5475074129	 	USD	 	24,890	 	24,890	 	16-Mar-05	 	19-May-05
		 		 		 	5475082089	 	USD	 	20,625	 	20,625	 	23-Mar-05	 	21-May-05
		 		 		 	5475088092	 	USD	 	12,960	 	12,960	 	30-Mar-05	 	24-May-05
		 		 		 	5475088093	 	USD	 	18,992	 	18,992	 	30-Mar-05	 	28-May-05
		 		 		 	5475088094	 	USD	 	12,447	 	12,447	 	30-Mar-05	 	28-May-05
		 		 		 	5475088095	 	USD	 	16,965	 	16,965	 	30-Mar-05	 	8-Jun-05
		 		 		 	5475088096	 	USD	 	23,437	 	23,437	 	30-Mar-05	 	31-May-05
		 		 		 	5475088097	 	USD	 	14,640	 	14,640	 	30-Mar-05	 	11-Aug-05
		 		 		 	5475097096	 	USD	 	26,774	 	26,774	 	7-Apr-05	 	4-Jun-05
		 		 		 	5475097097	 	USD	 	39,790	 	39,790	 	7-Apr-05	 	4-Jun-05
		 		 		 	5475097098	 	USD	 	29,014	 	29,014	 	7-Apr-05	 	4-Jun-05
		 		 		 	5475097099	 	USD	 	3,150	 	3,150	 	7-Apr-05	 	8-Jun-05
		 		 		 	5475097100	 	USD	 	16,240	 	16,240	 	7-Apr-05	 	31-May-05
		 		 		 	5475097101	 	USD	 	22,230	 	22,230	 	7-Apr-05	 	24-Jun-05
		 		 		 	5475097102	 	USD	 	21,268	 	21,268	 	7-Apr-05	 	4-Jun-05
		 		 		 	5475097103	 	USD	 	13,450	 	13,450	 	7-Apr-05	 	11-Jun-05
		 		 		 	5475097104	 	USD	 	15,660	 	15,660	 	7-Apr-05	 	14-Jun-05
		 		 		 	5475097105	 	USD	 	52,618	 	52,618	 	7-Apr-05	 	7-Jun-05
		 		 		 	5475102100	 	USD	 	24,197	 	24,197	 	13-Apr-05	 	6-Jul-05
		 		 		 	5475102101	 	USD	 	46,131	 	46,131	 	13-Apr-05	 	15-Jun-05
		 		 		 	5475102102	 	USD	 	32,860	 	32,860	 	13-Apr-05	 	14-Jun-05
		 		 		 	5475111046	 	USD	 	8,091	 	8,091	 	21-Apr-05	 	18-Jun-05
		 		 		 	5475111047	 	USD	 	36,256	 	36,256	 	21-Apr-05	 	23-Jul-05
		 		 		 	5475111048	 	USD	 	40,368	 	40,368	 	21-Apr-05	 	25-Jun-05
		 		 		 	5475111049	 	USD	 	6,805	 	6,805	 	21-Apr-05	 	22-Jun-05
		 		 		 	5475111050	 	USD	 	25,822	 	25,822	 	21-Apr-05	 	24-Jun-05
		 		 		 	5475111051	 	USD	 	76,550	 	76,550	 	21-Apr-05	 	25-Jun-05
		 		 		 	5475111052	 	USD	 	11,940	 	11,940	 	21-Apr-05	 	25-Jun-05
		 		 		 	5475111053	 	USD	 	8,600	 	8,600	 	21-Apr-05	 	25-Jun-05
		 		 		 	5475111054	 	USD	 	15,400	 	15,400	 	21-Apr-05	 	18-Jun-05
		 		 		 	5475111055	 	USD	 	31,248	 	31,248	 	21-Apr-05	 	14-Jun-05
		 		 		 	5475111056	 	USD	 	26,651	 	26,651	 	21-Apr-05	 	16-Jul-05
		 		 		 	5475123071	 	USD	 	11,328	 	11,328	 	4-May-05	 	2-Jul-05
		 		 		 	5475123072	 	USD	 	8,557	 	8,557	 	4-May-05	 	9-Jul-05
		 		 		 	5475123073	 	USD	 	20,452	 	20,452	 	4-May-05	 	9-Jul-05
		 		 		 	5475123074	 	USD	 	14,900	 	14,900	 	4-May-05	 	9-Jul-05
		 		 		 	5475123075	 	USD	 	14,859	 	14,859	 	4-May-05	 	9-Jul-05
		 		 		 	5475123076	 	USD	 	10,700	 	10,700	 	4-May-05	 	23-Jul-05
		 		 		 	5475123077	 	USD	 	6,900	 	6,900	 	4-May-05	 	6-Jul-05
		 		 		 	5475123078	 	USD	 	2,400	 	2,400	 	4-May-05	 	6-Jul-05
		 		 		 	5475123079	 	USD	 	120,066	 	120,066	 	4-May-05	 	16-Jul-05
		 		 		 	5475123080	 	USD	 	23,300	 	23,300	 	4-May-05	 	28-Jun-05
		 		 		 	5475123081	 	USD	 	8,100	 	8,100	 	4-May-05	 	9-Jul-05
		 		 		 	5475123082	 	USD	 	15,680	 	15,680	 	4-May-05	 	12-Jul-05
		 		 		 	5475123083	 	USD	 	10,283	 	10,283	 	4-May-05	 	9-Jul-05
		 		 		 	5475123084	 	USD	 	18,969	 	18,969	 	4-May-05	 	5-Jul-05
		 		 		 	5475123085	 	USD	 	20,854	 	20,854	 	4-May-05	 	28-Jun-05
		 		 		 	5475123086	 	USD	 	10,920	 	10,920	 	4-May-05	 	12-Jul-05
		 		 		 		 		 	TOTAL	 	164,786,131	 		 	

  







 Schedule III 

LC SUBSIDIARIES 
  

	1.	Banana Republic, LLC 

  

	2.	Gap (Canada) Inc. 

  

	3.	Gap (France) S.A.S. 

  

	4.	Gap (Japan) K.K. 

  

	5.	Gap (Netherlands) B.V. 

  

	6.	GPS Consumer Direct, Inc. 

  

	7.	GPS (Great Britain) Limited 

  

	8.	Old Navy (Canada) Inc. 

  

	9.	Forth & Towne LLC 








 Schedule IV 

PLANS 
 None 







 Schedule V 

ERISA MATTERS 
 None 








 Schedule VI 

ENVIRONMENTAL MATTERS 
 None








 Schedule VII 

EXISTING DEBT 
  

							
	 Borrower
	 	 Amount
	 	 Type of Debt
	 	Date Expires
				
	Gap (Japan) K.K.	 	USD 50,000,000	 	6.25% 10-Year Notes	 	March 1, 2009
				
	Gap (France) SAS	 	Euro 2,145,619	 	Bank Guarantee for lease payments in France Societe Generale	 	Evergreen
				
	GIS Singapore	 	SGD 200,000	 	Bank Guarantee for lease payments in Citibank	 	Evergreen
				
	GIS Holdings Ltd.	 	HKD 5,000,000	 	Bank Guarantee for lease payments in Citibank	 	Evergreen
				
	GIS Dubai	 	USD 164,000	 	Continuing Guarantee for operating expenses in HSBC	 	Evergreen








 Schedule VIII 

EXISTING LIENS 
 Landlord
Liens: 
 Lease Agreement, between Metropolitan Life Insurance Company, on behalf of the Tower Fund, a commingled separate account, as
Landlord and The Gap, Inc., as Tenant for Gateway Business Center, Building #1, City of Grove City, Ohio, dated January 29, 1998 (the Ohio Catalog Center) 

Amended and Restated Industrial Lease Agreement, between Industrial Developments International, Inc., as Landlord and The Gap, Inc., as Tenant for 1200
Worldwide Blvd., Hebron, Kentucky, dated March 10, 1998 (the Gap Outlet Distribution Center) 
 Industrial Lease Agreement, between
Industrial Developments International, Inc., as Landlord, and The Gap, Inc., as Tenant for 1405 Worldwide Blvd., Hebron, Kentucky, dated June 15, 2000 (the Old Navy Outlet Distribution Center) 







 Exhibit A-1 to the 

Letter of Credit Agreement 

[FORM OF OPINION OF COUNSEL TO THE ACCOUNT PARTIES] 

1. The California Subsidiary is authorized to exercise all its powers, rights and privileges and is in good legal standing under the laws
of the State of California, and each of the Company and the Delaware Subsidiaries is validly existing and in good standing under the Applicable Law of the State of Delaware. 

2. Each Loan Party has the power and authority to execute, deliver and perform all of its obligations under each of the Letter of Credit
Agreements to which it is a party, and the execution and delivery of each of the Letter of Credit Agreements by each Loan Party which is a party thereto and the consummation by each Loan Party of the transactions contemplated thereby have been duly
authorized by all requisite action on the part of each Loan Party. Each of the Letter of Credit Agreements has been duly executed and delivered by each Loan Party, which is a party thereto. 

3. The execution and delivery by each Loan Party of each of the Letter of Credit Agreements to which it is a party and the performance by
each Loan Party of its obligations under each of the Letter of Credit Agreements, each in accordance with its terms, does not (i) conflict with the Constitutive Documents of such Loan Party, (ii) constitute a violation of, or a default under, any
Applicable Contracts or (iii) cause the creation of any security interest or lien upon any of the property of such Loan Party pursuant to any Applicable Contracts to which it is a party. I call to your attention that certain of the Applicable
Contracts are governed by laws other than those as to which I express my opinion. I express no opinion as to the effect of such other laws on the opinions herein stated. 

4. Neither the execution, delivery nor performance by any Loan Party of the Letter of Credit Agreements to which it is a party will
contravene any provision of any Applicable Law. 
 5. No Governmental Approval, which has not been obtained or taken and is not
in full force and effect, is required to authorize, or is required in connection with, the execution, delivery or performance of any of the Letter of Credit Agreements by any Loan Party. 

6. There is no action, suit or proceeding pending or, to my knowledge, overtly threatened against any Loan Party in or before any court,
Governmental Authority or arbitrator, which has a reasonable probability (taking into account the exhaustion of all appeals and the assertion of all defenses) of having a Material Adverse Effect or which purports to affect the legality, validity or
enforceability of any Loan Document. 







 Exhibit A-2 to the 

Letter of Credit Agreement 

[FORM OF CORPORATE OPINION OF SPECIAL NEW YORK COUNSEL TO THE 

ACCOUNT PARTIES] 

1. Each of the Letter of Credit Agreements constitutes the legal, valid and binding obligation of each Loan Party, enforceable against
such Loan Party in accordance with its terms. 
 2. The execution, delivery or performance by each Loan Party of the Letter of
Credit Agreements will not contravene any provision of any Applicable Law of the State of New York or any Applicable Law of the United States of America. 

3. No Governmental Approval, which has not been obtained or made, is required to be obtained or made by a Loan Party in connection with
the execution or delivery of any of the Letter of Credit Agreements by any Loan Party or the enforceability of the Letter of Credit Agreements against any Loan Party. 

4. None of the Loan Parties is and, solely after giving effect to the transactions contemplated by the Letter of Credit Agreements, will
be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. 







 Exhibit B to the 

Letter of Credit Agreement 

FORM OF COMPLIANCE CERTIFICATE 
  

 Exh B - 1 








 COMPLIANCE CERTIFICATE 

THE UNDERSIGNED HEREBY CERTIFIES THAT: 

(1) I am the duly elected Senior Vice President and Treasurer of The Gap, Inc., a Delaware corporation (the “Company”);

 (2) I have reviewed the terms of that certain 3-Year Letter of Credit Agreement dated as of May 6, 2005, as
amended, supplemented or otherwise modified to the date hereof (said Letter of Credit Agreement, as so amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined in
this Certificate (including Attachment No. 1 annexed hereto and made a part hereof) being used in this Certificate as therein defined), by and among the Company, certain subsidiaries thereof, and Citibank, N.A., as LC Issuer, and the terms of
the other LC Facility Documents, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by the attached
financial statements; and 
 (3) The examination described in paragraph (2) above did not disclose, and I have no
knowledge of, the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set
forth below. 
 Set forth below are all exceptions to paragraph (3) above listing, in detail, the nature of the condition
or event, the period during which it has existed and the action which Company has taken, is taking or proposes to take with respect to each such condition or event: 

[            ] 

 

 1 








 The foregoing certifications, together with the computations set forth in Attachment
No. 1 annexed hereto and made a part hereof and the financial statements delivered with this Certificate in support hereof, are made and delivered this              day
of                 , 200   pursuant to Section 6.04(c) of the Credit Agreement. 

 

			
	 THE GAP, INC.

		
	By	 	  

		 	Name:
		 	Title:


  

 Exh. C Page 2 








 ATTACHMENT NO. 1 

TO COMPLIANCE CERTIFICATE 

This Attachment No. 1 is attached to and made a part of a Compliance Certificate dated as of
            , 200   and pertains to the period
from                     , 200  
to                    , 200  . Subsection references herein relate to subsections of the Credit Agreement. 

 

							
	 A.
	  	Leverage Ratio	  	
		  	(for the four-Fiscal Quarter period ending
                    , 200  )	  	
				
		  	1.	  	Funded Debt	  	$             
				
		  	2.	  	Consolidated Net Income	  	$             
				
		  	3.	  	Consolidated Interest Expense	  	$             
				
		  	4.	  	Provisions for Taxes based on Income	  	$             
				
		  	5.	  	Total Depreciation Expense	  	$             
				
		  	6.	  	Total Amortization Expense	  	$             
				
		  	7.	  	Consolidated EBITDA (2+3+4+5+6)	  	$             
				
		  	8.	  	Leverage Ratio (1:7)	  	         :1.00
				
		  	9.	  	Minimum ratio required under § 6.03	  	2.25 : 1.00
			
	 B.
	  	Fixed Charge Coverage Ratio	  	
		  	(for the four-Fiscal Quarter period ending
                    , 200  )	  	
				
		  	1.	  	Consolidated Net Income	  	$             
				
		  	2.	  	Consolidated Interest Expense	  	$             
				
		  	3.	  	Provisions for Taxes based on Income	  	$             
				
		  	4.	  	Total Depreciation Expense	  	$             
				
		  	5.	  	Total Amortization Expense	  	$             
				
		  	6.	  	Consolidated EBITDA (1+2+3+4+5)	  	$             
				
		  	7.	  	Lease Expense	  	$             
				
		  	8.	  	Consolidated Interest Expense	  	$             
				
		  	9.	  	Fixed Charge Coverage Ratio (6 + 7) : (7+8))	  	         :1.00
				
		  	10.	  	Minimum ratio required under § 6.03	  	2.00 : 1.00

  

 Attachment No. 1 to Compliance Certificate - Page 1