Exhibit 10.47


 


	
  FOURTH AMENDMENT TO

  	
   

  
	
  FOURTH AMENDED AND RESTATED

  	
   

  
	
  LOAN AND SECURITY AGREEMENT

  	
  WELLS FARGO RETAIL FINANCE, LLC, Agent

  



 


April 11, 2006


 


THIS FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (this “Fourth Amendment”)
is made in consideration of the mutual covenants contained herein and benefits
to be derived herefrom to the Fourth Amended and Restated Loan and Security
Agreement (as amended and in effect, the “Loan
Agreement”) dated October 30, 2004 and effective as of October 31,
2004 among The Children’s Place Retail Stores, Inc. (the “Parent”) and each of the Parent’s
Subsidiaries identified on the signature pages thereto (such Subsidiaries,
together with Parent, are referred to hereinafter individually and collectively,
jointly and severally, as the “Borrowers”),
with each of their chief executive offices located at 915 Secaucus Road,
Secaucus, New Jersey 07094, on the one hand, and the financial
institutions listed on the signature pages thereto (such financial institutions,
together with their respective successors and assigns, are referred to
hereinafter each individually as a “Lender”
and collectively as the “Lenders”),
and Wells Fargo Retail Finance, LLC, as Agent, Wachovia Capital Finance
Corporation (New England) formerly known as Congress Financial Corporation (New
England), as Documentation Agent, and LaSalle Retail Finance, a Division of
LaSalle Business Credit, LLC, as Co-Agent, on the other hand.


 


Background:


 


At this time, the Borrowers and the Lenders desire to further amend the
Loan Agreement. Accordingly, it is hereby agreed by and between the Borrowers
and the Lenders, as follows:


 


1.                                       Amendment to Article 7 of Loan Agreement:  Section 7.20 of the Loan Agreement is
hereby amended by adding the following sentence to the end thereof:


 


“Further, any unutilized Capital Expenditures in any given fiscal year may be
carried forward as an increase to the subsequent year’s Capital Expenditure
covenant, without regard to any prior carryover.”


 


2.                                      Ratification
of Loan Documents. No Claims against the 
Lenders:


 


(a)                                  Except
as provided herein, all terms and conditions of the Loan Agreement and of each
of the other Loan Documents remain in full force and effect. The  Borrowers hereby ratify, confirm, and
re-affirm all terms and provisions of the Loan Documents. The Borrowers hereby
represent and warrant that (i) 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 Fourth
Amendment), all representations and warranties contained in the Loan Agreement
and the other Loan Documents are true and correct as of the date hereof.


 


1

















 


(b)                                 The
Borrowers acknowledge and agree that there is no basis nor set of facts on
which any amount (or any portion thereof) owed by the Borrowers under any Loan
Document could be reduced, offset, waived, or forgiven, by rescission or
otherwise; nor is there any claim, counterclaim, off set, 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 the Borrowers have no offsets,
defenses, claims, or counterclaims against the Lenders, or their respective
officers, directors, employees, attorneys, representatives, predecessors,
successors, or assigns with respect to the Obligations, or otherwise, and that
if the Borrowers now have, or ever did have, any offsets, defenses, claims, or
counterclaims against the Lenders, or their respective officers, directors,
employees, attorneys, representatives, predecessors, successors, and assigns,
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 Fourth Amendment,
all of them are hereby expressly WAIVED,
and the Borrowers hereby RELEASE
the Lenders, and their respective officers, directors, employees, attorneys,
representatives, predecessors, successors, and assigns from any liability
therefor.


 


3.                                       Miscellaneous:


 


(a)                                  Terms
used in this Fourth Amendment which are defined in the Loan Agreement are used
as so defined.


 


(b)                                 This
Fourth Amendment may be executed in counterparts, each of which when so
executed and delivered shall be an original, and all of which together shall
constitute one agreement.


 


(c)                                  This
Fourth 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.


 


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


 


(e)                                  The
Borrowers shall pay on demand all costs and expenses of the Lenders, including,
without limitation, attorneys’ fees incurred by the Lenders in connection with
the preparation, negotiation, execution, and delivery of this Fourth Amendment.


 


(f)                                    In
connection with the interpretation of this Fourth Amendment and all other
documents, instruments, and agreements incidental hereto:


 


2

















 


(i)                                     All
rights and obligations hereunder and thereunder, including matters of
construction, validity, and performance, shall be governed by and construed in
accordance with the law of the State of California and are intended to take effect
as sealed instruments.


 


(ii)                                  The
captions of this Fourth Amendment are for convenience purposes only, and shall
not be used in construing the intent of the Lenders and the Borrowers under
this Fourth Amendment.


 


(iii)                               In
the event of any inconsistency between the provisions of this Fourth Amendment
and any of the other Loan Documents or other agreements entered into by and
between the Lenders and the Borrowers, the provisions of this Fourth Amendment
shall govern and control.


 


(g)                                 The
Lenders and the Borrowers have prepared this Fourth Amendment and all
documents, instruments, and agreements incidental hereto with the aid and
assistance of their respective counsel. Accordingly, all of them shall be
deemed to have been drafted by the Lenders and the Borrowers and shall not be
construed against either party.


 


[Signatures
Follow]


 


3

















 


	
   

  	
  THE CHILDREN’S
  PLACE RETAIL

  STORES, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hiten Patel

  	
   

  
	
   

  	
  Name:

  	
  Hiten Patel

  	
   

  
	
   

  	
  Title:

  	
  SVP CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE CHILDREN’S
  PLACE SERVICES

  COMPANY LLC, a Delaware limited

  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hiten Patel

  	
   

  
	
   

  	
  Name:

  	
  Hiten Patel

  	
   

  
	
   

  	
  Title:

  	
  SVP CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO RETAIL
  FINANCE,

  LLC, a Delaware limited liability company,

  
	
   

  	
  as Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michelle L. Ayou

  	
   

  
	
   

  	
  Name:

  	
  Michelle L. Ayou

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA CAPITAL
  FINANCE

  CORPORATION (NEW ENGLAND), a

  Massachusetts corporation, as

  Documentation Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Willis A. Williams

  	
   

  
	
   

  	
  Name:

  	
  Willis A. Williams

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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:

  	
  /s/ Matthew D. Potter

  	
   

  
	
   

  	
  Name:

  	
  Matthew D. Potter

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  
												



 


4

















 


	
   

  	
  WEBSTER BUSINESS
  CREDIT CORP.,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter Stockhecker

  	
   

  
	
   

  	
  Name:

  	
  Walter Stockhecker

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  THE CIT
  GROUP/BUSINESS CREDIT,

  INC.,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Manuel R. Borges

  	
   

  
	
   

  	
  Name:

  	
  Manuel R. Borges

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
							



 


5