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Exhibit 10.1  


 
 

AMENDMENT NUMBER ONE TO THIRD AMENDED AND
  RESTATED LOAN AND SECURITY AGREEMENT    
    


        This Amendment Number One to Third Amended and Restated Loan and Security Agreement ("Amendment") is entered into as of July 11, 2003, by and among  WELLS
FARGO RETAIL FINANCE LLC, a Delaware limited liability company, as Agent and Lender, and THE CHILDREN'S PLACE RETAIL
STORES, INC., a Delaware corporation ("Borrower"), in light of the following: 



        A.    Borrower,
Agent and Lenders, by assignment, have previously entered into that certain Third Amended and Restated Loan and Security Agreement, dated as of April 25,
2003, as amended (the "Agreement"). 


        B.    Borrower,
Agent and Lenders desire to further amend the Agreement as provided for and on the conditions herein. 


        NOW, THEREFORE, Borrowers, Agent and Lenders hereby amend and supplement the Agreement as follows: 



        1.    DEFINITIONS.    All initially capitalized terms used in this Amendment shall have the
meanings given to them in the Agreement unless specifically defined herein. 


        2.    AMENDMENTS.    



        (a)    The
definition of "Maximum Amount" in Section 1.1 of the Agreement is amended in its entirety to read as follows: 



        "Maximum
Amount" means $85,000,000 as of July 11, 2003 and $100,000,000 once one or more Lenders have additional commitments in the aggregate of $15,000,000  plus the amount of the Additional Financing if it
is provided by the Lenders. 


        (b)    Section 7.19
of the Agreement is amended in its entirety to read as follows: 


        7.19    Financial Covenant.    Fail to maintain Availability at all
times of not less than $10,000,000 without being limited by the Maximum Amount. 


        (c)    Schedule C-1
of the Agreement is amended in its entirety as attached to Schedule C-1 to this Amendment which reflects the current
Lenders. 




        3.    REPRESENTATIONS AND WARRANTIES.    Borrower hereby affirms to Agent and Lenders that all
of Borrower's representations and warranties set forth in the Agreement are true, complete and accurate in all respects as of the date hereof. 



        4.    NO DEFAULTS.    Borrower hereby affirms to Agent and Lenders that no Event of Default
has occurred and is continuing as of the date hereof. 


        5.    CONDITION PRECEDENT.    The effectiveness of this Amendment is expressly conditioned
upon receipt by Agent of an executed copy of this Amendment. 


        6.    COSTS AND EXPENSES.    Borrower shall pay to Agent all of Agent's
out-of-pocket costs and expenses (including, without limitation, the fees and expenses of its counsel, which counsel may include any local counsel deemed necessary, search
fees, filing and recording fees, documentation fees, appraisal fees, travel expenses, and other fees) arising in connection with the preparation, execution, and delivery of this Amendment and all
related documents. 


        7.    LIMITED EFFECT.    In the event of a conflict between the terms and provisions of this
Amendment and the terms and provisions of the Agreement, the terms and provisions of this 


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Amendment
shall govern. In all other respects, the Agreement, as amended and supplemented hereby, shall remain in full force and effect. 


        8.    COUNTERPARTS; EFFECTIVENESS.    This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute
but one and the same Amendment. This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto. 


        IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. 



	 	 	WELLS FARGO RETAIL FINANCE LLC,
 as Agent and a Lender
	

 	
 	

By:	

/s/  FRANK O'CONNOR      
 Frank O'Connor
	 	 	Title:	Senior Vice President
	

 	
 	
THE CHILDREN'S PLACE RETAIL STORES, INC.,

a Delaware corporation
	

 	
 	

By:	

/s/  SETH L. UDASIN      
 Seth L. Udasin
	 	 	Title:	Vice President and Chief Financial Officer




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SCHEDULE C-1    
    
    Revised Commitments as of July 11, 2003    
    



	1.	 	Wells Fargo Retail Finance LLC	 	$	50,000,000
	2.	 	LaSalle Retail Finance, a division of LaSalle Business Credit, LLC	 	$	25,000,000
	3.	 	Whitehall Business Credit Corporation through its division Whitehall Retail Finance	 	$	10,000,000
	 	 	 	 	

	 	 	Total	 	$	85,000,000




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AMENDMENT NUMBER ONE TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

SCHEDULE C-1 Revised Commitments as of July 11, 2003