Refinancing Amendment, Agreement and Joinder Sample Contracts

REFINANCING AMENDMENT, AGREEMENT AND JOINDER
Refinancing Amendment, Agreement and Joinder • May 16th, 2011 • Gym-Card, LLC • Apparel & other finishd prods of fabrics & similar matl • New York

REFINANCING AMENDMENT, AGREEMENT AND JOINDER, dated as of February 11, 2011 (this “Refinancing Amendment and Agreement”), in respect of the Credit Agreement, dated as of November 23, 2010, among Giraffe Acquisition Corporation (which on the Closing Date was merged with and into The Gymboree Corporation, with The Gymboree Corporation surviving such merger), The Gymboree Corporation, Giraffe Intermediate B, Inc., the other Guarantors party thereto, the Lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent (as in effect immediately prior to giving effect to the Amendment and Restatement (as defined below), the “Existing Credit Agreement”).

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