EXHIBIT
10.42


 


Second Amendment
to Fourth Amended and Restated Loan and Security Agreement, Dated April 12,
2005, by and among The Children’s Place Retail Stores, Inc. and each of its
subsidiaries that are signatories thereto, as borrowers, the financial institutions
named therein, and Wells Fargo Retail Finance, LLC, as agent


 





















 


SECOND AMENDMENT TO FOURTH
AMENDED AND RESTATED


 


LOAN AND SECURITY AGREEMENT WELLS
FARGO RETAIL FINANCE, LLC, Agent


 


April 12, 2005


 


THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (this “Second 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 (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, 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:


 


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


 


1.                                       Amendments to Loan Agreement:


 


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


 


“Capital Expenditures”
means the expenditure of funds or the incurrence of liabilities which may be
capitalized in accordance with GAAP, as then in effect as of the date of any
relevant determination.  If at any time a
change in GAAP or accounting method is implemented by the Company which would
be applicable to accounting periods ending subsequent to January 31, 2004,
the  testing of compliance by the
Borrowers with any financial performance covenant relating to Capital Expenditures
shall be made as if no such accounting change in GAAP or accounting method had been made (other than any such accounting change
specifically mentioned herein and taken into account in the setting of any such
covenant).


 


b.                                      Section 7.20 of the Loan Agreement is
hereby amended by deleting the phrase “Make capital expenditures (based upon
Parent’s Statement of


 


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Cash Flows for
Investing Activities, exclusive of non-capital items)” and inserting the
following in its place:


 


“Make Capital Expenditures
(based upon Parent’s Statement of Cash Flows for Investing Activities, net of
construction allowances or other allowances granted by the applicable landlord,
exclusive of non-capital items and exclusive of any Capital Expenditures made
by Hoop Retail Stores, LLC and Hoop Canada Inc. during such period, to the extent
the aggregate amount of Capital Expenditures made by Hoop Retail Stores, LLC
and Hoop Canada, Inc. during such period exceeds the aggregate amount of
funding provided by the Borrower to such subsidiary during such  period)”


 


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 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.


 


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 Second 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.


 


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3.                                       Change in Accounting
Method does not constitute an Event of Default:


 


a.                                       The Lenders hereby acknowledge and agree
that any change in accounting method referred to in the revised definition of
Capital Expenditures set forth above does not constitute an Event of Default
and to the extent such would have constituted an Event of Default, the Lenders
hereby waive in all respects the Event of Default and agree they will not take
any action against Borrowers with respect thereto.


 


4.                                       Miscellaneous:


 


a.                                       Terms used in this Second Amendment which
are defined in the Loan Agreement are used as so defined.


 


b.                                      This Second 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.  Delivery of an executed counterpart by
telefacsimile shall be equally as effective as delivery of an original executed
counterpart.


 


c.                                       This Second 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 Second 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 Second
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 Second Amendment.


 


f.                                         In connection with the interpretation of
this Second Amendment and all other documents, instruments, and agreements
incidental hereto:


 


i.                                          All rights and obligations hereunder and
thereunder, including matters of construction, validity, and performance, shall
be


 


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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 Second Amendment are
for convenience purposes only, and shall not be used in construing the intent
of the Lenders and the Borrowers under this Second Amendment.


 


iii.                                    In the event of any inconsistency between
the provisions of this Second 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 Second Amendment shall govern and control.


 


g.                                      The Lenders and
the Borrowers have prepared this Second 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.


 


	
   

  	
  THE
  CHILDREN’S PLACE RETAIL STORES, INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Seth Udasin

  
	
   

  	
  Name:

  	
  Seth Udasin

  
	
   

  	
  Title:

  	
  Vice President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  CHILDREN’S PLACE SERVICES

  COMPANY LLC, a Delaware limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Seth Udasin

  
	
   

  	
  Name:

  	
  Seth Udasin

  
	
   

  	
  Title:

  	
  Manager, Vice President, Chief

  Financial Officer and Treasurer

  
				



 


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  WELLS
  FARGO RETAIL FINANCE,

  LLC, a Delaware limited liability

  company, as Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Erika Pfeifer

  
	
   

  	
  Name:

  	
  Erika Pfeifer

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CONGRESS
  FINANCIAL

  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 Potter

  
	
   

  	
  Name:

  	
  Matthew Potter

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEBSTER
  BUSINESS CREDIT CORP.,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Evan Israelson

  
	
   

  	
  Name:

  	
  Evan Israelson

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE CIT
  GROUP/BUSINESS CREDIT, INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Manuel Borges

  
	
   

  	
  Name:

  	
  Manuel Borges

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


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