Exhibit 10.46


THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT


THIRD AMENDMENT TO LOAN
AND SECURITY AGREEMENT (this “Amendment”) dated as of August 9, 2007
among:


Wells Fargo Retail Finance, LLC (in such
capacity, herein the “Agent”), a
Delaware limited liability company with offices at One Boston Place — 19th Floor, Boston,
Massachusetts 02109, as agent for the ratable benefit of the “Revolving Credit Lenders”, who are, at
present, those financial institutions identified on the signature pages of this
Amendment and who in the future are those Persons (if any) who become “Revolving
Credit Lenders” in accordance with the provisions of Article 17 of the Loan
Agreement described below;


and


The Revolving Credit Lenders;


and


Hoop Retail Stores, LLC, a Delaware limited
liability company with its principal executive offices at c/o The Children’s
Place Retail Stores, Inc., 915 Secaucus Road, Secaucus, New Jersey 07094 (as
successor in interest to The Disney Store, LLC, a California limited liability
company) (the “Borrower”),


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


BACKGROUND:


The
Borrower, the Revolving Credit Lenders, and the Agent, among others, have
entered into a certain Loan and Security Agreement dated as of November 21,
2004 as amended by that certain First Amendment to Loan and Security Agreement
dated as of April 11, 2006 and by that Second Amendment to Loan and Security
Agreement dated as of June 28, 2007 (as amended and in effect, the “Loan Agreement”).  At
this time, the Borrower and the Revolving Credit Lenders desire to amend and
modify certain terms and provisions of the Loan Agreement.


NOW
THEREFORE, in consideration of the mutual promises and agreements herein
contained, the parties hereto hereby agree that subject to the satisfaction of
the Conditions Precedent set forth in Section 3 hereof, the Loan Agreement is
hereby amended as follows:


1.                                      Incorporation
of Terms and Conditions of Loan Agreement.  
All of the terms and conditions of the Loan Agreement (including,
without limitation, all definitions set forth therein) are specifically
incorporated herein by reference.  All
capitalized terms not otherwise defined herein shall have the same meaning as
in the Loan Agreement.


2.                                      Representations
and Warranties.  The Borrower hereby
represents and warrants that, (i) except as the Agent may have expressly waived
in writing prior to the date of this Amendment, the Borrower is not In Default
under the Loan Agreement or under any other Loan Document, and (ii) except with
respect to those representations and warranties which are based upon written
disclosure schedules (which have not been updated as of the date of this
Amendment), all representations and warranties contained in the Loan Agreement
and the other Loan Documents, as amended hereby, are true and correct as of the
date hereof.


3.                                      Conditions
Precedent.  It shall be a condition
to the effectiveness of this Amendment that the following shall be satisfied to
the satisfaction of the Agent:


a.                                       The
Agent shall have received counterparts of this Amendment duly executed by each
of the parties hereto;












b.                                      After
giving effect to this Amendment, no Default or Event of Default shall have
occurred and be continuing on the date hereof, nor shall result from the
consummation of the transaction contemplated herein;


4.                                      Effective
Date.  Upon satisfaction of the
Conditions Precedent set forth in Paragraph 3 hereof the amendments to the Loan
Agreement set forth herein shall be effective as of June 28, 2007.


5.                                      Amendment
to Article 2 of the Loan Agreement. 
Article 2 of the Loan Agreement is hereby amended as follows:


a.                                       Section
2.19 of the Loan Agreement is amended by deleting the pricing grid contained
therein in its entirety, and the following is inserted in its place:


	
  Level

  	
   

  	
  Standby Fee

  	
   

  	
  Documentary Fee

  	
   

  	
  Average Excess Availability

  	
   

  
	
  I

  	
   

  	
  1.25

  	
  %

  	
  0.75

  	
  %

  	
  Greater
  than $20,000,000.00

  	
   

  
	
  II

  	
   

  	
  1.50

  	
  %

  	
  1.00

  	
  %

  	
  Less than or equal to
  $20,000,000.00

  	
   

  



 


6.                                      No
Further Modification.    Except as
expressly modified in the manner set forth above, the Loan Agreement and the
other Loan Documents shall remain unmodified and in full force and effect.


7.                                      No
Claims; Waiver.   The Borrower
acknowledges, confirms and agrees that as of the date hereof the Borrower has
no knowledge of any offsets, defenses, claims or counterclaims against the
Agent or any Revolving Credit Lender with respect to, under or relating to the
Loans, the Loan Documents, or the transactions contemplated therein, and, to
the extent that the Borrower has or has ever had any such offsets, defenses,
claims or counterclaims arising on or before the date hereof, the Borrower
hereby specifically WAIVES and RELEASES any and all rights to such
offsets, defenses, claims or counterclaims.


8.                                      Binding
Agreement.  The terms and provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their heirs, representatives, successors and assigns.


9.                                      Multiple
Counterparts.   This Amendment may be
executed in multiple counterparts, each of which shall constitute an original
and together which shall constitute but one and the same instrument.


10.                                Governing
Law; Sealed Instrument.  This
Amendment shall be construed, governed, and enforced pursuant to the law of The
Commonwealth of Massachusetts without regard to principles of conflicts of
laws, and shall take effect as a sealed instrument.


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IN WITNESS
WHEREOF, this Amendment has been duly executed and delivered by each of the
parties hereto as of the date first above written.


	
   

  	
  (the “Borrower”)

  
	
   

  	
   

  
	
   

  	
  HOOP RETAIL STORES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (“Agent”)

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO RETAIL FINANCE, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Michele Ayou

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO RETAIL FINANCE, LLC,

  
	
   

  	
  As Revolving Credit Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Michele Ayou

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA CAPITAL FINANCE CORPORATION

  
	
   

  	
  (NEW ENGLAND), As Documentation Agent and as

  
	
   

  	
  Revolving Credit Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  

  	
  LASALLE RETAIL FINANCE,

  
	
   

  	
  a Division of LaSalle Business Credit, LLC,

  
	
   

  	
  as Agent for Standard Federal Bank National
  Association,

  
	
   

  	
  As Co-Agent and as Revolving Credit Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
												



 


Third Amendment to Hoop


Loan and Security
Agreement



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  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as Revolving Credit Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITICORP USA, INC.,

  
	
   

  	
  as Revolving Credit Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC Bank USA, National Association,

  
	
   

  	
  as Revolving Credit Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 



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