EXHIBIT 10.2
THIRD AMENDMENT TO CREDIT
AGREEMENT
This Third Amendment to Credit
Agreement (this “ Third Amendment ”) is made as
of this 29 th
day of July, 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;
and
WHEREAS, the Lead Borrower has
informed the Agent that it intends to prepay certain Indebtedness
and repurchase certain of its capital stock and has requested that
the Agents and the Required Lenders waive certain provisions of the
Credit Agreement with respect to such prepayment and repurchase,
and the Agents and the Required Lenders are willing to waive such
provisions subject to the terms and conditions set forth herein;
and
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 by adding
the following new definitions thereto in appropriate alphabetical
order as follows:
1
