Exhibit 10.24


October 31, 2007


The Children’s Place
Retail Stores, Inc.

915 Secaucus Road

Secaucus, New Jersey 07094

Attn: Chief Financial Officer


Re:                               First
Amendment to Fifth Amended and Restated Loan and Security Agreement


Dear Sir/Madam:


Reference is hereby
made to a certain Fifth Amended and Restated Loan and Security Agreement dated as
of June 28, 2007 (the “Loan Agreement”) by and among The Children’s Place
Retail Stores, Inc. and each of its subsidiaries signatory thereto (collectively,
the “Borrowers”), the financial institutions named therein (the “Lenders”),
Wells Fargo Retail Finance, LLC, as Agent (the “Agent”), Wachovia Capital
Finance Corporation (New England), as Documentation Agent and LaSalle Retail
Finance, a division of LaSalle Business Credit, LLC, as Co-Agent.  All capitalized terms used herein and not
otherwise defined shall have the same meaning herein as in the Loan Agreement.


The Borrowers have
requested that the Agent and the Lenders agree to amend (this “Amendment”) certain
provisions of the Loan Agreement, and the Agent and the Lenders have agreed to
do so, but only upon the terms and conditions set forth herein.


Accordingly, for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrowers, the Agent, and the Lenders hereby agree as
follows:


1.                                       Amendments.                      The Loan
Agreement shall be amended as follows:


a.                                       Section 1.1, the
definition of “Seasonal Overadvance Period” is hereby deleted in its entirety,
and is replaced with the following:


“Seasonal Overadvance Period” means, (i) for the year ending December
31, 2007, the period from July 1st through November 30th; and (ii) for each year thereafter,
means the period from July 1st through October 31st of
each year during the term of this Agreement.”


b.                                      Section 1.1 of
the Loan Agreement is hereby amended by inserting the following definition in
the appropriate alphabetical order:


“First Amendment” means the First Amendment to Fifth Amended and
Restated Loan and Security Agreement, dated as of October 31, 2007 by and among
the Borrowers, the Agent and the Lenders.”


c.                                       From and after
the date hereof, all references to the “Agreement” in the Loan Agreement shall
mean the Fifth Amended and Restated Loan and Security 



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Agreement, as amended by the First Amendment to Fifth Amended and
Restated Loan and Security Agreement, dated as of October 31, 2007.


2.                                       Representations
and Warranties.                 The
Borrowers hereby represent and warrant to the Lenders and the Agent that:


a.                                       After giving
effect to the amendments in Section 1 hereof, and except as the Agent may have
expressly waived in writing prior to the date of this Amendment, there exists
no Default or Event of Default under the Loan Agreement;


b.                                      The
representations and warranties made by the Loan Parties in the Loan Agreement
are true and correct in all respects on and as of the date hereof as if made on
and as of the date hereof (except to the extent that such representations and
warranties relate solely to an earlier date);


c.                                       The execution
and delivery of this Amendment by and on behalf of the Borrowers has been duly
authorized by all requisite action on behalf of each Borrower, and this
Amendment is enforceable against each Borrower in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law);


d.                                      The execution,
delivery and performance of this Amendment will not violate any applicable
provision of law or judgment, order or regulation of any court or of any public
or governmental agency or authority nor conflict with or constitute a breach of
or a default under any instrument to which any Borrower is a party or by which
any Borrower or any property of any Borrower is bound; and


e.                                       No approval,
consent or authorization of, nor registration, declaration or filing with, any
Governmental Authority or other public body, or any trustee or holder of any
Indebtedness, is required in connection with the valid execution, delivery and
performance by the Borrowers of this Amendment, except such as have been
obtained as of the date hereof.


3.                                       Preconditions
to Effectiveness.                          The
effectiveness of the amendments contained in Section 1 above, is expressly
conditioned upon the following:


a.                                       Receipt by the
Agent of reimbursement from the Borrowers for all Lender Group Expenses incurred
in connection with the negotiation and preparation of this Amendment and all
documents, instruments, and agreements incidental hereto;


b.                                      Receipt by the
Agent of the Amendment Fee; and


c.                                       Receipt by the
Agent from each party hereto of duly completed and executed counterparts of
this Amendment.



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4.                                       Amendment
Fee.      In consideration for the Agent and
the Lenders entering into this Amendment, the Borrowers agree to pay a fee to
the Agent for the ratable benefit of the Lenders (the “Amendment Fee”) of
Thirty Thousand and No/100 Dollars ($30,000.00); such Amendment Fee shall be
fully earned and paid upon the execution of this Amendment and shall be
nonrefundable.


5.                                       Ratification;
Waiver of Claims:


a.                                       Except as
provided herein, or as previously waived in writing by the Agent, all terms and
conditions of the Loan Agreement and each of the other Loan Documents shall
remain in full force and effect.  The
Borrowers hereby ratify, confirm, and re-affirm all terms and provisions of the
Loan Documents.


b.                                      There is no basis
nor set of facts on which any amount (or any portion thereof) owed by the
Borrowers under the Loan Agreement or any other Loan Document could be reduced,
offset, waived, or forgiven, by rescission or otherwise; nor is there any
claim, counterclaim, offset, or defense (or other right, remedy, or basis
having a similar effect) available to the Borrowers with regard thereto; nor is
there any basis on which the terms and conditions of any of the Obligations
could be claimed to be other than as stated on the written instruments which evidence
such Obligations.


c.                                       The Borrowers
hereby acknowledge and agree that none of them has any offsets, defenses,
claims, or counterclaims against the Agent or any of the Lenders, or any of
them, or their respective parents, affiliates, predecessors, successors, or
assigns, or their respective officers, directors, employees, attorneys, or
representatives, with respect to the Obligations, or otherwise, and that if the
Borrowers, or any of them, now have, or ever did have, any offsets, defenses,
claims, or counterclaims against the Agent or the Lenders, or any of them, or
their respective parents, affiliates, predecessors, successors or assigns, or
their respective officers, directors, employees, attorneys, or representatives,
whether known or unknown, at law or in equity, from the beginning of the world
through this date and through the time of execution of this Amendment, all of
them are hereby expressly WAIVED, and the
Borrowers hereby RELEASE the Agent and the Lenders,
and each of them, and their respective officers, directors, employees,
attorneys, representatives, affiliates, predecessors, successors, and assigns
from any liability therefor.


6.                                       Miscellaneous.


a.                                       This 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 agreement. 
Signature pages with facsimile signatures may be treated as originals.


b.                                      This 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 Amendment or any application hereof is
invalid, illegal, or unenforceable in any respect and in any instance shall not




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affect the validity,
legality, or enforceability of such provision in any other instance, or the
validity, legality, or enforceability of any other provision of this Amendment.


d.                                      The Borrowers
shall execute and deliver to the Agent and the Lenders whatever additional
documents, instruments, and agreements that the Agent may require in order to
give effect to, and implement the terms and conditions of this Amendment.


e.                                       Section 13 (Choice of Law and Venue; Jury Trial Waiver) of the Loan
Agreement is hereby incorporated herein by reference.


[signature pages
follow]



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


	
  

  	
  THE CHILDREN’S PLACE RETAIL

  STORES, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Susan Riley

  
	
   

  	
  Title:

  	
  Executive Vice President - Finance 

  and Administration

  
	
   

  	
   

  	
   

  
	
   

  	
  THE CHILDREN’S PLACE SERVICES 

  COMPANY LLC, a Delaware limited 

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Susan Riley

  
	
   

  	
  Title:

  	
  Senior Vice President, Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO RETAIL FINANCE, 

  LLC, as Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Michele Ayou

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA CAPITAL FINANCE 

  CORPORATION (NEW ENGLAND), as 

  Documentation Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 



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  LASALLE RETAIL FINANCE,

  
	
   

  	
  a Division of LaSalle Business Credit, LLC,

  
	
   

  	
  as Agent for Standard Federal Bank

  National Association, as Co-Agent and as a

  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as
  a

  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITICORP USA, INC., as a
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HSBC BANK USA, NATIONAL

  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 



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