

Exhibit 10.4

LETTER AMENDMENT NO. 3
Dated as of August 24, 2012
HSBC Bank USA, National Association
452 Fifth Avenue, 8th Floor
New York, NY 10018

Attention: Thomas Foley, Managing Director
Ladies and Gentlemen:
We refer to the 3-Year Letter of Credit Agreement dated as of May 6, 2005 (such
3-Year Letter of Credit Agreement, as heretofore amended, the "Letter of Credit
Agreement") among the undersigned and you. Capitalized terms not otherwise
defined in this Letter Amendment No. 3 (this "Letter Amendment") have the same
meanings as specified in the Letter of Credit Agreement.
It is hereby agreed by you and us that the Letter of Credit Agreement is,
effective as of the date of this Letter Amendment, hereby amended as follows:
(a)The definition of "Termination Date" in Section 1.01 is hereby amended to
read in its entirety as follows:
"Termination Date" means the first to occur of (i) September 30, 2014, (ii) the
date the LC Issuer receives irrevocable written notice from the Company of the
termination of its right to request Letters of Credit hereunder, or (iii) the
date the obligation of the LC Issuer to issue Letters of Credit is terminated
pursuant to Section 7.01 hereof.
(b)The definition of "Facility Amount" in Section 1.01 is hereby amended to read
in its entirety as follows:
"Facility Amount" means $50,000,000 as such amount may be reduced or increased
from time to time in accordance with this Agreement.
(c)Section 1.01 is amended by adding in appropriate alphabetical order the
following definition:
"Amendment No. 3" means the Letter Amendment No. 3 dated as of August 24, 2012
to this Agreement.
(d)Schedule III listing the LC Subsidiaries is hereby amended and replaced in
its entirety by Schedule III attached hereto.
(e)In accordance with the terms and conditions of Section 2.16, each LC
Subsidiary listed in Schedule III hereby (i) agrees to be bound by all terms and
provisions of the Letter of Credit Agreement relating to Letters of Credit to be
issued for the account of such Subsidiary and (ii) delivers to the LC Issuer
this Letter Amendment, which shall serve as the written consent of the Company
assenting to the inclusion of such Subsidiary as an LC Subsidiary.




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We hereby represent and warrant to you as follows:
(a)    The representations and warranties contained in Section 5.01 of the
Letter of Credit Agreement (except for the representation and warranties
contained in Sections 5.01(e) and (f) thereof), as amended by this Letter
Amendment, are true and correct in all material respects on and as of the date
hereof, before and after giving effect to this Letter Amendment, 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)    The Consolidated balance sheets of the Company and its Subsidiaries as of
January 30, 2012, 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, 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;
(c)    Since January 30, 2012, there has been no Material Adverse Change; and
(d)    No event has occurred and is continuing, or would result from entering
into this Letter Amendment, which constitutes an Event of Default or Default.
This Letter Amendment shall become effective as of the date first above written
when, and only when, you shall have received counterparts of this Letter
Amendment executed by the undersigned.
On and after the effectiveness of this Letter Amendment, each reference in the
Letter of Credit Agreement to "this Agreement", "hereunder", "hereof" or words
of like import referring to the Letter of Credit Agreement, shall mean and be a
reference to the Letter of Credit Agreement, as amended by this Letter
Amendment.
The Letter of Credit Agreement, as specifically amended by this Letter
Amendment, is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed. The execution, delivery and effectiveness
of this Letter Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of the LC Issuer under the Letter of
Credit Agreement, nor constitute a waiver of any provision of the Letter of
Credit Agreement.
If you agree to the terms and provisions hereof, please evidence such agreement
by executing and returning at least two counterparts of this Letter Amendment to
Jennifer Cho’s attention at 2 Folsom, San Francisco, CA 94105.
This Letter Amendment 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. Delivery of an executed counterpart of a
signature page to this Letter Amendment by telecopier or other electronic
transmission (i.e., a "pdf" or "tif") shall be effective as delivery of a
manually executed counterpart of this Letter Amendment.
[Remainder of Page Intentionally Left Blank]




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This Letter Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.
Very truly yours,
THE GAP, INC.
By    /s/ Jennifer Cho    
    Name: Jennifer Cho
    Title: Vice President and Treasurer
BANANA REPUBLIC, LLC
By    /s/ Jennifer Cho    
    Name: Jennifer Cho
    Title: Vice President and Treasurer
GAP (CANADA) INC.
By    /s/ Jennifer Cho    
    Name: Jennifer Cho
    Title: Vice President and Treasurer
GAP (FRANCE) S.A.S.
By    /s/ Lisa D. Mertens    
    Name: Lisa D. Mertens
    Title: President
GAP (JAPAN) K.K.
By    /s/ Jennifer Cho    
    Name: Jennifer Cho    Title: Director
GAP (NETHERLANDS) B.V.
By    /s/ Lisa D. Mertens    
    Name: Lisa D. Mertens
    Title: Director
GPS CONSUMER DIRECT, INC.




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By    /s/ Jennifer Cho    
    Name: Jennifer Cho
    Title: Vice President and Treasurer




GPS (GREAT BRITAIN) LIMITED
By    /s/ Jennifer Cho    
    Name: Jennifer Cho
    Title: Director


OLD NAVY (CANADA) INC.
By    /s/ Jennifer Cho    
    Name: Jennifer Cho
    Title: Vice President and Treasurer


GAP STORES (IRELAND) LIMITED
By    /s/ Lisa D. Mertens    
    Name: Lisa D. Mertens
    Title: Director


GAP EUROPE LIMITED
By    /s/ Jennifer Cho    
    Name: Jennifer Cho
    Title: Director






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The entities listed on this page will become LC Subsidiaries upon the execution
of this Letter Amendment:


GAP LIMITED
 
 
By:
/s/ Jennifer Cho
 
Name: Jennifer Cho
 
Title: Director



OLD NAVY, LLC
 
 
By:
/s/ Jennifer Cho
 
Name: Jennifer Cho
 
Title: Vice President and Treasurer



GPS STRATEGIC ALLIANCES LLC
 
 
By:
/s/ Jennifer Cho
 
Name: Jennifer Cho
 
Title: Vice President and Treasurer



GAP INTERNATIONAL SALES, INC.
 
 
By:
/s/ Jennifer Cho
 
Name: Jennifer Cho
 
Title: Vice President and Treasurer



ATHLETA, INC.
 
 
By:
/s/ Jennifer Cho
 
Name: Jennifer Cho
 
Title: Vice President and Treasurer



GAP (UK HOLDINGS) LTD.
 
 
By:
/s/ Jennifer Cho
 
Name: Jennifer Cho
 
Title: Director







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GAP (SHANGHAI) COMMERCIAL CO., LTD.
 
 
By:
/s/ Thomas J. Lima
 
Name: Thomas J. Lima
 
Title: Director





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The entities listed on this page will no longer be LC Subsidiaries upon the
execution of this Letter Amendment:


FORTH & TOWNE LLC
 
 
By:
/s/ Jennifer Cho
 
Name: Jennifer Cho
 
Title: Vice President and Treasurer



GAP EUROPE HOLDINGS B.V.
 
 
By:
/s/ Lisa D. Mertens
 
Name: Lisa D. Mertens
 
Title: Managing Director of Gap (RHC) B.V.





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Agreed as of the date first above written:
HSBC BANK USA, NATIONAL ASSOCIATION


By    /s/ Thomas Foley     
    Name: Thomas Foley
    Title: Managing Director




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SCHEDULE III
LC SUBSIDIARIES
Domestic LC Subsidiaries
 
Entity
Jurisdiction
Percentage Wholly-Owned
by Gap Inc.
1.    
Banana Republic, LLC
Delaware
100%
2.    
GPS Consumer Direct, Inc.
California
100%
3.    
Old Navy, LLC
Delaware
100%
4.    
GPS Strategic Alliances LLC
Delaware
100%
5.    
Gap International Sales, Inc.
Delaware
100%
6.    
Athleta, Inc.
Delaware
100%



Foreign LC Subsidiaries
 
Entity
Jurisdiction
Percentage Wholly-Owned
by Gap Inc.
1.    
Gap (Canada) Inc.
Canada
100%
2.    
Gap (France) S.A.S.
France
100%
3.    
Gap (Japan) K.K.
Japan
100%
4.    
Gap (Netherlands) B.V.
Netherlands
100%
5.    
GPS (Great Britain) Limited
England and Wales
100%
6.    
Old Navy (Canada) Inc.
Canada
100%
7.    
Gap Stores (Ireland) Limited
Ireland
100%
8.    
Gap Europe Limited
England and Wales
100%
9.    
Gap Limited
Hong Kong
100%
10.    
Gap (UK Holdings) Ltd.
England and Wales
100%
11.    
Gap (Shanghai) Commercial Co., Ltd.
China
100%






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