EXHIBIT 10.41


 


First Amendment to Fourth Amended and
Restated Loan and Security Agreement, dated December 31, 2004 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


 





















 


FIRST
AMENDMENT TO FOURTH AMENDED AND RESTATED


 


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


 


December 31, 2004


 


THIS FIRST AMENDMENT TO FOURTH
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “First 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.                                       Amendment to Loan Agreement:    The
provisions of Section 7.19(b) are hereby deleted in their entirety, and the
following is inserted in their place:


 


“(b)                           Fail to achieve, on and as of December 31,
2004, (i) Availability in an amount not less than $20,000,000.00, (ii) an
outstanding balance of all Advances less than or equal to $20,000,000.00, and
(iii) a permanent reduction of the outstanding balance of the Temporary Overadvance
Facility to $0.00.


 


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.


 


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, 


 


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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 First 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 First Amendment which are defined in the Loan Agreement are used
as so defined.


 


b.                                      This
First 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
First 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 First 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 First Amendment.


 


e.                                       The
Borrowers shall pay on demand all costs and expenses of the Lenders, including,
without limitation, attorneys’ fees incurred by the


 


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Lenders in connection with the preparation,
negotiation, execution, and delivery of this First Amendment.


 


f.                                         In
connection with the interpretation of this First 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 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 First Amendment are for convenience purposes only, and shall
not be used in construing the intent of the Lenders and the Borrowers under
this First Amendment.


 


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


 


g.                                      The
Lenders and the Borrowers have prepared this First 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]


 


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  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO RETAIL FINANCE,

  LLC, a Delaware limited liability

  company,

  
	
   

  	
  as Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Molinario

  
	
   

  	
  Name:

  	
  David Molinario

  
	
   

  	
  Title:

  	
  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

  
	
   

  	
   

  	
   

  
				



 


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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:

  	
  /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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