Eighth Amendment to Credit Agreement


 EXHIBIT 10.84 
 EXECUTION VERSION 
 EIGHTH AMENDMENT TO CREDIT AGREEMENT 
 This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 31, 2007, is entered into by and among THE GYMBOREE
CORPORATION, a Delaware corporation (the “Company”), each other Borrower named in the signature pages hereof (together with the Company, each a “Borrower” and, collectively, the “Borrowers”), and
BANK OF AMERICA, N.A. (the “Lender”). 
 RECITALS 
 A. The Borrowers and the Lender are parties to a Credit Agreement, dated as of August 11, 2003 as amended by (i) that certain Waiver and First
Amendment to Credit Agreement dated as of December 6, 2004, (ii) that certain Second Amendment to Credit Agreement dated as of July 25, 2005, (iii) that certain Third Amendment to Credit Agreement dated as of March 30, 2006,
(iv) that certain Fourth Amendment to Credit Agreement dated as of July 5, 2006, (v) that certain Fifth Amendment to Credit Agreement dated as of February 7, 2007, (vi) that certain Sixth Amendment to Credit Agreement dated
as of April 24, 2007, and (vii) that certain Seventh Amendment to Credit Agreement dated as of June 12, 2007 (collectively, and as the same may be further amended, restated, extended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), pursuant to which the Lender has extended certain credit facilities to the Borrowers. 
 B.
The Borrowers have requested that the Lender agree to certain amendments to the Credit Agreement, and the Lender has agreed to such request, subject to the terms and conditions of this Amendment. 
 NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to such
terms in the Credit Agreement (as amended hereby). As used herein, “Amendment Documents” means this Amendment, the Credit Agreement (as amended by this Amendment), and each certificate and other document executed and delivered by
the Borrowers pursuant to Section 5 hereof. 
 2. Interpretation. The rules of interpretation set forth in Sections
1.02, 1.03, 1.04, 1.05, and 1.06 of the Credit Agreement shall be applicable to this Amendment and are incorporated herein by this reference. 






 3. Amendments to Credit Agreement. Subject to the terms and conditions hereof, and with effect
from and after the Effective Date, the Credit Agreement shall be amended as follows: 
 (a) Section 1.01 of the Credit Agreement shall be
amended by amending and restating the definition “Consolidated Asset Coverage Ratio” to read as follows: 
 “Consolidated
Asset Coverage Ratio” means, as of any date of determination, in respect of the Company and it Subsidiaries on a consolidated basis, the ratio of (a) the sum of cash, marketable securities, trade accounts receivable arising in the
ordinary course of business, and inventory as of that date determined in accordance with GAAP, consistently applied, to (b) as of that date, the sum of current liabilities determined in accordance with GAAP, consistently applied,
plus, without duplication, all Outstanding Amounts other than contingent L/C Obligations. 
 (b) Section 7.06(e) of the
Credit Agreement shall be amended by amending and restating such subsection to read in its entirety as follows: 
 “(e) the Company may
purchase, redeem or otherwise acquire shares of its capital stock for cash, in an aggregate amount not to exceed, (i) for all such purchases, redemptions and other acquisitions together occurring from and after the Second Amendment Date until
the Fifth Amendment Date, the amount of $110,000,000, and (ii) for all such purchases, redemptions and other acquisitions together occurring from and after the Fifth Amendment Date, the amount of $150,000,000; provided, in each case that
after giving effect to such proposed action, no Default would exist.” 
 4. Representations and Warranties. Each Borrower hereby
represents and warrants to the Lender as follows: 
 (a) No Default has occurred and is continuing (or would result from the amendment to the
Credit Agreement contemplated hereby). 
 (b) The execution, delivery and performance by the Borrowers of this Amendment have been duly
authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by, any Person (including any Governmental Authority) in order to be effective and
enforceable. 
 (c) The Amendment Documents constitute the legal, valid and binding obligations of the Borrowers party thereto, enforceable
against each such Borrower in accordance with their respective terms, without defense, counterclaim or offset. 
 (d) All representations and
warranties of the Borrowers contained in Article V of the Credit Agreement are true and correct on and as of the Effective Date, except to the extent that any such representation and warranty specifically relates to an earlier date, in which
case they are true and correct as of such earlier date. 






 (e) Each Borrower is entering into this Amendment on the basis of its own investigation and for its own
reasons, without reliance upon the Lender or any other Person. 
 (f) There has occurred since February 3, 2007 no event or circumstance
that has resulted or could reasonably be expected to result in a Material Adverse Effect. 
 (g) The Obligations of each Borrower under the
Credit Agreement and each other Loan Document are not subject to any defense, counterclaim, set-off, right of recoupment, abatement or other claim. 
 5. Effective Date. 1) This Amendment will become effective when each of the conditions precedent set forth in this Section 5 has been satisfied (the “Effective Date”): 
 (i) The Lender shall have received from each Borrower a duly executed original (or, if elected by the Lender, an executed facsimile copy)
counterpart to this Amendment. 
 (ii) The Lender shall have received from the Company a certificate signed by the assistant
secretary of each Borrower, dated the Effective Date, in form and substance satisfactory to the Lender, and certifying evidence of the authorization of the execution, delivery and performance by each Borrower of the Amendment Documents to which it
is party. 
 (iii) The Lender shall have received, in form and substance satisfactory to it, such additional approvals,
consents, opinions, documents and other information as the Lender shall request. 
 (b) From and after the Effective Date, the Credit
Agreement is amended as set forth, herein. Except as expressly amended pursuant hereto, the Credit Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects. 
 6. Reservation of Rights. Each Borrower acknowledges and agrees that neither the execution nor the delivery by the Lender of this Amendment shall
(a) be deemed to create a course of dealing or otherwise obligate the Lender to execute similar amendments under the same or similar circumstances in the future or (b) be deemed to create any implied waiver of any right or remedy of the
Lender with respect to any term or provision of any Loan Document (including any term or provision relating to the occurrence of a Material Adverse Effect). 
 7. Miscellaneous. 
 (a) Except as herein expressly amended, all terms, covenants and provisions of
the Credit Agreement are and shall remain in full force and effect and all references therein to such Credit Agreement shall henceforth refer to the Credit Agreement as amended by this Amendment. This Amendment shall be deemed incorporated into, and
a part of, the Credit Agreement. 






 (b) This Amendment shall be binding upon and inure to the benefit of the parties hereto and thereto and
their respective successors and assigns. No third party beneficiaries are intended in connection with this Amendment. 
 (c) THIS AMENDMENT
IS SUBJECT TO THE PROVISIONS OF SECTIONS 9.19, 9.20 and 9.23 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW, VENUE, WAIVER OF RIGHT TO TRIAL BY WRY AND JUDICIAL REFERENCE, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE
INCORPORATED HEREIN IN FULL. 
 (d) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original,
but all such counterparts together shall constitute but one and the same instrument. Each of the parties hereto understands and agrees that this document (and any other document required herein) may be delivered by any party hereto or thereto either
in the form of an executed original or an executed original sent by facsimile transmission to be followed promptly by mailing of a hard copy original, and the receipt by the Lender of a facsimile transmitted document purportedly bearing the
signature of a Borrower shall bind such Borrower with the same force and effect as the delivery of a hard copy original. Any failure by the Lender to receive the hard copy executed original of such document shall not diminish the binding effect of
receipt of the facsimile transmitted executed original of such document of the party whose hard copy page was not received by the Lender. 
 (e) This Amendment, together with the Credit Agreement, contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein and therein. This Amendment supersedes all prior drafts and
communications with respect thereto. This Amendment may not be amended except in accordance with the provisions of Section 9.01 of the Credit Agreement. 
 (f) If any term or provision of this Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Amendment or the
Credit Agreement, respectively. 
 (g) Each Borrower covenants to pay to or reimburse the Lender, upon demand, for all costs and expenses
(including Attorney Costs and the non-duplicative allocated costs of in-house counsel) incurred in connection with the development, preparation, negotiation, execution and delivery of this Amendment. 
 (h) This Amendment shall constitute a “Loan Document” under and as defined in the Credit Agreement. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	THE GYMBOREE CORPORATION,
	as a Borrower
		
	By:	 	 /s/ BLAIR W. LAMBERT

	Name:	 	Blair W. Lambert
	Title:	 	COO - CFO
	
	GYMBOREE MANUFACTURING, INC.,
	as a Borrower
		
	By:	 	 /s/ BLAIR W. LAMBERT

	Name:	 	Blair W. Lambert
	Title:	 	COO - CFO
	
	GYM-MARK, INC.,
	as a Borrower
		
	By:	 	 /s/ BLAIR W. LAMBERT

	Name:	 	Blair W. Lambert
	Title:	 	COO - CFO


 Signature Page One to Eight Amendment to Credit Agreement 







			
	GYMBOREE RETAIL STORES, INC.,
	as a Borrower
		
	By:	 	 /s/ BLAIR W. LAMBERT

	Name:	 	Blair W. Lambert
	Title:	 	COO - CFO
	
	THE GYMBOREE STORES, INC.,
	as a Borrower
		
	By:	 	 /s/ BLAIR W. LAMBERT

	Name:	 	Blair W. Lambert
	Title:	 	COO - CFO
	
	GYMBOREE LOGISTICS PARTNERSHIP,
	as a Borrower
		
	By:	 	GYMBOREE RETAIL STORES, INC.
		 	as General Partner
		
	By:	 	 /s/ BLAIR W. LAMBERT

	Name:	 	Blair W. Lambert
	Title:	 	COO - CFO
	
	GYMBOREE PLAY PROGRAMS, INC.,
	as a Borrower
		
	By:	 	 /s/ BLAIR W. LAMBERT

	Name:	 	Blair W. Lambert
	Title:	 	COO - CFO


 Signature Page Two to Eight Amendment to Credit Agreement 







			
	GYMBOREE OPERATIONS, INC.,
	as a Borrower
		
	By:	 	 /s/ BLAIR W. LAMBERT

	Name:	 	Blair W. Lambert
	Title:	 	COO - CFO
	
	GYMBOREE, INC. (CANADA),
	as a Borrower
		
	By:	 	 /s/ BLAIR W. LAMBERT

	Name:	 	Blair W. Lambert
	Title:	 	COO - CFO
	
	LENDER
	
	BANK OF AMERICA, N.A., as the Lender
		
	By:	 	 /s/ MAILE DOUGLAS

	Name:	 	Maile Douglas
	Title:	 	Vice President


 Signature Page Three to Eight Amendment to Credit Agreement