Fifth Amendment To Loan And Security Agreement

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Fleet Retail Finance Inc.
ADMINISTRATIVE AGENT
AND COLLATERAL AGENT ================================================================================
As of January 1, 2002


THIS FIFTH AMENDMENT is made in consideration of the mutual covenants contained herein and benefits to be derived herefrom to the August 24, 2000 Loan and Security Agreement (the "Loan Agreement") between


Fleet Retail Finance Inc., a Delaware corporation with its
principal executive offices at 40 Broad Street, Boston, Massachusetts,
as Administrative Agent and as Collateral Agent for the ratable
benefit of (i) a syndicate of lenders (defined therein as the
"Revolving Credit Lenders") and (ii) Back Bay Capital Funding LLC
(defined therein as the "Term Lender") a Delaware limited liability
company,


and


The Revolving Credit Lenders


and


The Term Lender


On the one hand


and


The Gymboree Corporation, a Delaware corporation with its principal
executive offices at 700 Airport Boulevard, Burlingame, California
94010, as agent for the following and as agent for any other Person
which becomes a Borrower as provided in Section 2: 2-23 of the Loan
Agreement:


The Gymboree Corporation (a Delaware corporation); and Gymboree
Manufacturing, Inc., Gymboree Operations, Inc., Gymboree Play
Programs, Inc., Gymboree Retail Stores, Inc., The Gymboree Stores,
Inc., and Gym-Mark, Inc. (each a California corporation with its
principal executive offices at 700 Airport Boulevard, Burlingame,
California 94010);


on the other,


WITNESSETH:


SECTION 1. AMENDMENT OF LOAN AGREEMENT:


The Loan Agreement is amended as follows:


Section 3-3(b) of the Loan Agreement is amended to read as follows:


(b) At any time after January 1, 2001, the Borrowers may repay all or a part of the unpaid principal balance of the Term Note provided that each of the following conditions is satisfied:


(i) Such prepayment is not less than $1 Million.


(ii) All accrued and unpaid interest (other than PIK Interest
which has been capitalized as provided in Section 3: 3-4(a)(ii)) shall be
paid with such prepayment.


(iii) On each of the 30 days prior to the date of such
prepayment, Excess Availability was not less than $20 Million.


(iv) The Borrower shall have provided the Agent with a forecast
for the 12 months next following such prepayment, prepared using a
methodology which is consistent with that used in the preparation of
forecasts provided to FRFI and Term Lender prior to July 31, 2000, which
forecast reflects Availability during the then next following 12 months
which is reasonably acceptable to the Administrative Agent.


(v) No Event of Default shall have occurred.


Section 16-7 of the Loan Agreement is amended to read as follows:


16-7. ACTIONS REQUIRING TERM LENDER CONSENT None of the following may be made without the Consent of the Term Lender:


(a) Any amendment, modification, or waiver of any provision of Article 3: (entitled "The Term Loan").


(b) Subject to Section 16: 16-7(c), any of the following:


(i) Any amendment, modification, or waiver of any of the
following provisions of this Agreement:


Section Relates To:
------- -----------
6: 6-12(a) : Minimum Excess Availability
16: 16-12 : The BuyOut


(ii) Any amendment to this Agreement which increases any interest
rate which is or which may ...