Exhibit 10.1


 


SECOND AMENDMENT TO CREDIT AGREEMENT


 


This Second Amendment to Credit Agreement (this “Second
Amendment”) is made as of this 4th day of May, 2009 by and among:


 


THE CHILDREN’S
PLACE RETAIL STORES, INC., a Delaware corporation, for itself and as agent (in
such capacity, the “Lead Borrower”) for the other Borrowers party
hereto;


 


the BORROWERS
party hereto;


 


the GUARANTORS
party hereto;


 


the LENDERS
party hereto; and


 


WELLS FARGO RETAIL FINANCE,
LLC, as Administrative Agent, Collateral Agent and Swing Line Lender;


 


in consideration of the mutual covenants herein contained and benefits
to be derived herefrom.


 


W I T N E S S E T H:


 


WHEREAS, reference is made to that certain Credit
Agreement, dated as of July 31, 2008 (as amended, modified, supplemented
or restated and in effect from time to time, the “Credit Agreement”), by
and among (i) the Borrowers, (ii) the Guarantors, (iii) the
Lenders, and (iv) Wells Fargo Retail Finance, LLC, as Administrative
Agent, Collateral Agent and Swing Line Lender;


 


WHEREAS, the Loan Parties, the Agents and the Lenders
have agreed to amend certain terms and conditions of the Credit Agreement as
set forth herein.


 


NOW, THEREFORE, it is hereby agreed as follows:


 


1.                                       Definitions.  All capitalized terms used herein and not
otherwise defined shall have the same meaning herein as in the Credit
Agreement.


 


2.                                       Amendments
to Article I.  The provisions of
Article I of the Credit Agreement are hereby amended as follows:


 


(a)                                  The
definition of “Applicable Margin” in Article I of the Credit Agreement is
hereby amended by deleting the pricing grid contained therein in its entirety
and replacing it with the following:


 


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  Level

  	
   

  	
  Average Excess

  Availability

  	
   

  	
  LIBOR

  Margin

  	
   

  	
  Base Rate

  Margin

  	
   

  	
  Commercial

  Letter of

  Credit Fee

  	
   

  	
  Standby

  Letter of

  Credit Fee

  	
   

  
	
  I

  	
   

  	
  Greater than or equal to $50,000,000

  	
   

  	
  2.00

  	
  %

  	
  0.00

  	
  %

  	
  1.25

  	
  %

  	
  2.00

  	
  %

  
	
  II

  	
   

  	
  Less than $50,000,000 but greater than or
  equal to $25,000,000

  	
   

  	
  2.25

  	
  %

  	
  0.25

  	
  %

  	
  1.50

  	
  %

  	
  2.25

  	
  %

  
	
  III

  	
   

  	
  Less than $25,000,000

  	
   

  	
  2.50

  	
  %

  	
  0.50

  	
  %

  	
  1.75

  	
  %

  	
  2.50

  	
  %

  



 


(b)                                 The
definition of “Base Rate” in Article I of the Credit Agreement is deleted
in its entirety and replaced with the following:


 


“Base Rate” means for
any day a fluctuating rate per annum equal to the highest of (a) the
Federal Funds Rate plus one-half of one percent (0.50%), (b) the Adjusted
LIBO Rate (calculated utilizing the LIBO Rate for a one-month Interest Period)
plus one percent (1.00%), or (c) the rate of interest in effect for such
day as publicly announced from time to time by Wells Fargo Bank as its “prime
rate.”  The “prime rate” is a rate set by
Wells Fargo Bank based upon various factors including Wells Fargo Bank’s costs
and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above, or
below such announced rate.  Any change in
such rate announced by Wells Fargo Bank shall take effect at the opening of
business on the day specified in the public announcement of such change.


 


3.                                       Ratification
of Loan Documents.  Except as
otherwise expressly provided herein, all terms and conditions of the Credit
Agreement and the other Loan Documents remain in full force and effect.  The Loan Parties hereby ratify, confirm, and
reaffirm that all representations and warranties of the Loan Parties contained
in the Credit Agreement or any other Loan Document are true and correct in all
material respects on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct in all material respects as of such earlier
date.


 


4.                                       Conditions
to Effectiveness.  This Second
Amendment shall not be effective until each of the following conditions precedent
has been fulfilled to the reasonable satisfaction of the Administrative Agent:


 


(a)                                  The
Administrative Agent shall have received counterparts of this Second Amendment
duly executed and delivered by each of the parties hereto.


 


2

















 


(b)                                 The
Administrative Agent shall have received counterparts of the supplement to the
Fee Letter dated as of even date herewith duly executed by each of the parties
thereto.


 


(c)                                  All
corporate and shareholder action on the part of the Loan Parties necessary for
the valid execution, delivery and performance by the Loan Parties of this
Second Amendment shall have been duly and effectively taken and evidence
thereof reasonably satisfactory to the Administrative Agent shall have been
provided to the Administrative Agent.


 


(d)                                 The
Loan Parties shall have paid to the Administrative Agent all fees required
pursuant to the terms and conditions of the supplement to the Fee Letter.


 


(e)                                  The
Loan Parties shall have paid in full all reasonable costs and expenses of the
Agents (including, without limitation, reasonable attorneys’ fees) in
connection with the preparation, negotiation, execution and delivery of this
Second Amendment and related documents.


 


(f)                                    After
giving effect to this Second Amendment, no Default or Event of Default shall
have occurred and be continuing.


 


5.                                       Miscellaneous.


 


(a)                                  This
Second Amendment may be executed in several counterparts and by each party on a
separate counterpart, each of which when so executed and delivered shall be an
original, and all of which together shall constitute one instrument.  Delivery of an executed counterpart of a
signature page to this Second Amendment by telecopy or other electronic
transmission shall be effective as delivery of a manually executed counterpart
of this Second Amendment.


 


(b)                                 This
Second Amendment expresses the entire understanding of the parties with respect
to the transactions contemplated hereby. 
No prior negotiations or discussions shall limit, modify, or otherwise
affect the provisions hereof.


 


(c)                                  Any
determination that any provision of this Second Amendment or any application
hereof is invalid, illegal or unenforceable in any respect and in any instance
shall not effect the validity, legality, or enforceability of such provision in
any other instance, or the validity, legality or enforceability of any other
provisions of this Second Amendment.


 


(d)                                 The
Loan Parties represent and warrant that they have consulted with independent
legal counsel of their selection in connection with this Second Amendment and
are not relying on any representations or warranties of the Agents or the
Lenders or their counsel in entering into this Second Amendment.


 


3

















 


(e)                                  THIS
SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.


 


[SIGNATURE PAGES FOLLOW]


 


4

















 


IN WITNESS WHEREOF, the parties have hereunto caused
this Second Amendment to be executed and their seals to be hereto affixed as of
the date first above written.


 


	
   

  	
  THE CHILDREN’S PLACE RETAIL STORES, INC., as Lead Borrower and as a
  Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan J. Riley

  
	
   

  	
  Name:

  	
  Susan J. Riley

  
	
   

  	
  Title:

  	
  Executive Vice President, Finance & Administration

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE CHILDREN’S PLACE SERVICES COMPANY, LLC, as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan J. Riley

  
	
   

  	
  Name:

  	
  Susan J. Riley

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Finance & Administration

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE CHILDRENSPLACE.COM, INC., as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adrienne Urban

  
	
   

  	
  Name:

  	
  Adrienne Urban

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE CHILDREN’S PLACE (VIRGINIA), LLC, as a
  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan J. Riley

  
	
   

  	
  Name:

  	
  Susan J. Riley

  
	
   

  	
  Title:

  	
  Senior Vice President and Treasurer

  



 


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  THE CHILDREN’S PLACE CANADA HOLDINGS, INC., as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan J. Riley

  
	
   

  	
  Name:

  	
  Susan J. Riley

  
	
   

  	
  Title:

  	
  Senior Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TWIN BROOK INSURANCE COMPANY, INC., as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan J. Riley

  
	
   

  	
  Name:

  	
  Susan J. Riley

  
	
   

  	
  Title:

  	
  Senior Vice President and Treasurer

  



 


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  WELLS FARGO RETAIL FINANCE, LLC, as Administrative Agent, Collateral
  Agent, Swingline Lender and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jennifer Blanchette

  
	
   

  	
  Name:

  	
  Jennifer Blanchette

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeff Rich

  
	
   

  	
  Name:

  	
  Jeff Rich

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HSBC BUSINESS CREDIT (USA) INC., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Danel J. Williams

  
	
   

  	
  Name:

  	
  Danel J. Williams

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donna DiForio

  
	
   

  	
  Name:

  	
  Donna DiForio

  
	
   

  	
  Title:

  	
  Vice President

  



 


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