Exhibit 10.66


 


FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT


 


This FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”),
dated as of March 11, 2009 (the “Effective Date”), is by and among
The Children’s Place Retail Stores, Inc. (the “Issuer”), a corporation
incorporated under the laws of Delaware, the parties listed as Guarantors on
the signature pages to the Note Purchase Agreement (as defined below) (the
“Guarantors”, collectively with the Issuer, the “Note Parties”,
and each such Person a “Note Party”), Sankaty Advisors, LLC as
collateral agent (the “Agent”), Crystal Capital Fund Management, L.P. as
syndication agent, and each Note Purchaser listed on Schedule I attached to the
Note Purchase Agreement, relating to the Note Purchase Agreement (collectively,
the “Note Purchasers”), dated as of July 31, 2008 (as amended,
restated, supplemented or otherwise modified and in effect from time to time,
the “Note Purchase Agreement”), among the Note
Parties, the Note Purchasers from time to time party thereto, and the
Agent.  Terms used but not defined herein
shall have the meanings ascribed to such terms in the Note Purchase Agreement.


 


NOW THEREFORE, in
consideration of the mutual agreements contained in the Note Purchase Agreement
and herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


§1.  Amendments.  Effective as of the Effective Date, upon
satisfaction of the conditions precedent set forth in §2 hereof, and in
reliance upon the representations and warranties of the Note Parties set forth
in the Note Purchase Agreement and in this Amendment, the Agent and the Note
Purchasers hereby:


 


(i)                                  amend Section 5.12
(ERISA Compliance) of the Note Purchase Agreement by:


 


(a)  restating the phrase “a favorable
determination letter” appearing in the second sentence of subsection 5.12.1 to
read “a favorable determination or opinion letter” and


 


(b)  restating the first sentence of subsection
5.12.2 to read in its entirety as follows:


 


There are no pending or, to the best knowledge of
the Issuer, threatened claims, actions or lawsuits, or action by any
Governmental Authority, with respect to any Plan (other than claims for
benefits in the ordinary course).


 


(ii)                               amend Section 7.20
(Compliance with Terms of Leaseholds) of the Note Purchase Agreement by adding
the following proviso at the end thereof:


 

















 


; provided, that
Services Company (i) may terminate the New Headquarters Lease and make the
New Headquarters Lease Termination Payment in connection therewith and (ii) may
terminate the Secaucus Road Lease and make the Secaucus Road Lease Termination
Payment in connection therewith provided, in each case, that Services Company
shall, simultaneously with such terminations, enter into the 500 Plaza Lease.


 


(iii)                            amend Section 8.10
(Burdensome Agreements) of the Note Purchase Agreement by restating the
parenthetical clause therein to read in its entirety as follows:


 


(other than the Revolving Loan
Documents, this Agreement, any other Note Document or the 500 Plaza Lease
Guaranty)


 


(iv)                           delete Section 8.19
(New Headquarters) of the Note Purchase Agreement in its entirety;


 


(v)                              amend the definition of “Permitted
Indebtedness” by adding new clauses (o), (p) and (q) at the end
thereof, to read in their entirety as follows:


 


(o)                                 the 500 Plaza Lease
Guaranty;


 


(p)                                 Indebtedness arising from
the obligation to pay a portion of the New Headquarters Lease Termination
Payment on a deferred basis pursuant to Section 6 of the New Headquarters
Lease Termination Agreement; and


 


(q)                                 Indebtedness arising from
the obligation to pay a portion of the Secaucus Road Lease Termination Payment
on a deferred basis pursuant to Section 6 of the Secaucus Road Lease
Termination Agreement.


 


(vi)                              add, in appropriate
alphabetical position, the following new definitions to Annex I of the Note
Purchase Agreement:


 


“500 Plaza Lease” means the Lease, dated on or
around the date hereof, pursuant to which 500 Plaza Drive Corp., a New Jersey
corporation, as landlord, leases certain premises at 500 Plaza Drive, Secaucus,
New Jersey to Services Company, as tenant.


 


“500 Plaza Lease Guaranty” means the Guaranty, dated
on or around the date hereof, executed by the Issuer in favor of 500 Plaza
Drive Corp., a New Jersey corporation, pursuant to which the Issuer guarantees
the obligations of Services Company under the 500 Plaza Lease (as modified
pursuant to that certain letter agreement, dated on or around the date hereof,
by and among the Issuer, Services Company and 500 Plaza Drive Corp.)..


 


2

















 


“New Headquarters Lease” means the Agreement of
Lease dated May 3, 2006, as amended by Lease Modification Agreement dated November 27,
2006, Letter Agreement dated January 17, 2007, and Consent to License
dated January 1, 2008 pursuant to which Hartz Mountain Associates, a New
Jersey general partnership, as landlord leased certain premises at 2 Emerson
Lane, Secaucus, New Jersey to Services Company, as tenant.


 


“New Headquarters Lease Termination Payment” means
the fee payable by Services Company pursuant to Section 6 of the New
Headquarters Lease Termination Agreement in order to terminate such lease prior
to the expiration of its term.


 


“New Headquarters Lease Termination Agreement” means
the Lease Termination Agreement, dated on or around the date hereof, between
Hartz Mountain Metropolitan, a New Jersey general partnership, as landlord, and
Services Company, as tenant, pursuant to which the Lease of the New
Headquarters is terminated prior to the expiration of its stated term.


 


“Secaucus Road Lease” means the Agreement of Lease
dated June 30, 1998, as amended by Letter Agreement dated June 30,
1998, Lease Modification Agreement dated November 20, 1998, Second Lease
Modification Agreement dated November 19, 2004, Consent to Assignment and
Assumption of Lease Agreement dated October 30, 2004, Lease Termination
Agreement dated May 3, 2006, and Agreement dated November 27, 2006
(collectively, “the Lease”), pursuant to which Hartz Mountain Associates, a New
Jersey general partnership, as landlord leased certain premises at 915 Secaucus
Road, Secaucus, New Jersey to Services Company, as tenant.


 


“Secaucus Road Lease Termination Payment” means the
fee payable by Services Company pursuant to Section 6 of the Secaucus Road
Lease Termination Agreement in order to terminate the Secaucus Road Lease prior
to the expiration of its term.


 


“Secaucus Road Lease Termination Agreement” means
the Lease Termination Agreement, dated on or around the date hereof, between
Hartz Mountain Associates, a New Jersey general partnership, as landlord, and
Services Company, as tenant, pursuant to which the Secaucus Road Lease is
terminated prior to the expiration of its stated term.


 


The foregoing are limited amendments and the
execution and delivery of this Amendment does not constitute a waiver or
amendment by the Agent or any Note Purchaser of any other term or condition
under the Note Purchase Agreement or any other Note Document.


 


§2.                               Conditions Precedent.  This Amendment shall become effective as of the
Effective Date at such time as (i) each of the Note Parties, the Note
Purchasers and the 


 


3

















 


Agent
have duly executed and delivered to the Agent a counterpart signature page to
this Amendment, (ii) each of the Guarantors has duly executed and
delivered to the Agent a counterpart signature page to the Ratification of
Guaranty attached to this Amendment, and (iii) the Agent shall have been
provided and be satisfied with the Secaucus Road Lease Termination Agreement
and the New Headquarters Lease
Termination Agreement.


 


§3.                               Representations and Warranties.  The Note
Parties hereby represent and warrant to the Agent and the Note Purchasers as
follows:


 


(a)                                  Representations and Warranties.  All
representations and warranties of each of the Note Parties contained in the
Note Purchase Agreement and the other Note Documents are true and correct on
and as of the date of this Amendment, in each case as if then made, other than
representations and warranties that expressly relate solely to an earlier date
(in which case such representations and warranties were true and correct on and
as of such earlier date); provided, that, for the avoidance of
doubt, for the limited purpose of this Amendment, this Section 3(a) shall
not apply to Section 5.5.3 of the Note Purchase Agreement because the
Projections referred to therein are currently in progress.


 


(b)                                 Default.  Immediately after giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing.


 


(c)                                  Authority, Etc.  The
execution and delivery by the Note Parties, of this Amendment and the
Ratification of Guaranty attached to this Amendment and the performance by the
Note Parties of all of their agreements and obligations under the Note Purchase
Agreement as amended hereby and the other Note Documents to which they are
party are within the corporate or limited liability company authority, as
applicable, of the Note Parties and have been duly authorized by all necessary
corporate or limited liability company action, as applicable, on the part of
the Note Parties.


 


(d)                                 Enforceability of Obligations. 
This Amendment, the Ratification of Guaranty attached to this Amendment,
the Note Purchase Agreement, and the other Note Documents constitute the legal,
valid and binding obligations of the Note Parties, to the extent parties
thereto, enforceable against the Note Parties in accordance with their terms,
except as enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of
creditors’ rights and by equitable principles of general applicability,
regardless of whether enforcement is sought in an action at law or proceeding
in equity.


 


§4.                               Ratification of Existing Agreements.  The Note
Parties agree that the Note Obligations are, except as otherwise expressly
modified in this Amendment upon the terms set forth herein, ratified and
confirmed in all respects.  In addition,
by the execution of this Amendment, the Note Parties represent and warrant that
no counterclaim, right of set-off or defense of any kind on the part of the
Note Parties exists or is outstanding with respect to such Note Obligations.


 


4

















 


§5.                               No Other Amendments.  Except as
expressly provided in this Amendment, all of the terms and conditions of the
Note Purchase Agreement and the other Note remain in full force and effect.
Nothing contained in this Amendment shall (a) be construed to imply a
willingness on the part of the Agent or the Note Purchasers to grant any
similar or other future waiver or amendment of any of the terms and conditions
of the Note Purchase Agreement or the other Note Documents or (b) in any
way prejudice, impair or affect any rights or remedies of the Agent or the Note
Purchasers under the Note Purchase Agreement or the other Note Documents.


 


§6.                               Execution in Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one instrument.
In proving this Amendment, it shall not be necessary to produce or account for
more than one such counterpart signed by the party against whom enforcement is
sought.


 


§7.                               Expenses.  Pursuant to Section 13.1
of the Note Purchase Agreement, all costs and expenses incurred or sustained by
the Agent in connection with this Amendment, including the fees and
disbursements of legal counsel for the Agent in producing, reproducing and
negotiating the Amendment, will be for the account of the Note Parties.


 


§8.                               Miscellaneous.  THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  The captions in this Amendment are for convenience
of reference only and shall not define or limit the provisions hereof.  This Amendment shall be a “Note Document”
under and as defined in the Note Purchase Agreement.


 


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5

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed and delivered as
of the date first above written.


 


	
  THE ISSUER:

  	
   

  	
  THE
  CHILDREN’S PLACE RETAIL STORES, INC. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Susan J. Riley 

  
	
   

  	
   

  	
   

  	
  Name:
   Susan J. Riley 

  
	
   

  	
   

  	
   

  	
  Title:  Executive Vice President, Finance &
  Administration

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GUARANTORS:

  	
   

  	
  THE
  CHILDREN’S PLACE SERVICES COMPANY, LLC 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Susan J. Riley

  
	
   

  	
   

  	
   

  	
  Name:
   Susan J. Riley

  
	
   

  	
   

  	
   

  	
  Title:  Executive Vice President, Finance &
  Administration

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TWIN
  BROOK INSURANCE COMPANY, INC.  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Susan J. Riley

  
	
   

  	
   

  	
   

  	
  Name:
   Susan J. Riley 

  
	
   

  	
   

  	
   

  	
  Title:
   President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THECHILDRENSPLACE.COM,
  INC. 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Adrienne Urban 

  
	
   

  	
   

  	
   

  	
  Name:
   Adrienne Urban 

  
	
   

  	
   

  	
   

  	
  Title:
   Assistant Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  CHILDREN’S PLACE CANADA HOLDINGS, INC. 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Susan J. Riley

  
	
   

  	
   

  	
   

  	
  Name:
   Susan J. Riley 

  
	
   

  	
   

  	
   

  	
  Title:
   Senior Vice President and Treasurer

  



 


***Signature Page to 

Limited Waiver to Note Purchase Agreement***


 

















 


	
   

  	
   

  	
  THE
  CHILDREN’S PLACE (VIRGINIA), LLC 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Adrienne
  Urban 

  
	
   

  	
   

  	
   

  	
  Name:
   Susan J. Riley 

  
	
   

  	
   

  	
   

  	
  Title:
   Senior Vice President and Treasurer

  



 


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Limited Waiver to Note Purchase Agreement***


 

















 


	
  COLLATERAL AGENT:

  	
   

  	
  SANKATY
  ADVISORS, LLC 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Stuart E. Davies

  
	
   

  	
   

  	
   

  	
  Name:
  Stuart E. Davies

  
	
   

  	
   

  	
   

  	
  Title:   Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NOTE PURCHASERS:

  	
   

  	
  SANKATY
  CREDIT OPPORTUNITIES III, L.P. 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Stuart E. Davies 

  
	
   

  	
   

  	
   

  	
  Name:
  Stuart E. Davies 

  
	
   

  	
   

  	
   

  	
  Title:   Managing Director 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SANKATY
  CREDIT OPPORTUNITIES IV, L.P. 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Stuart E. Davies 

  
	
   

  	
   

  	
   

  	
  Name:
  Stuart E. Davies 

  
	
   

  	
   

  	
   

  	
  Title:   Managing Director 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SANKATY
  CREDIT OPPORTUNITIES IV (OFFSHORE MASTER), L.P. 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Stuart E. Davies 

  
	
   

  	
   

  	
   

  	
  Name:
  Stuart E. Davies 

  
	
   

  	
   

  	
   

  	
  Title:   Managing Director 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RGIP,
  LLC 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Bradford Malt

  
	
   

  	
   

  	
   

  	
  Name:
  Bradford Malt

  
	
   

  	
   

  	
   

  	
  Title:   Managing
  Member

  



 


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Limited Waiver to Note Purchase Agreement***


 

















 


	
   

  	
   

  	
  CRYSTAL CAPITAL OFFSHORE WAREHOUSE LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
   

  	
  Title:
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CRYSTAL
  CAPITAL ONSHORE WAREHOUSE LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  As
  duly authorized: Crystal Capital Fund Management, L.P., as designated manager
  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: Crystal Capital Fund
  Management GP, LLC, its General Partner 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Evren Orzagun

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Evren Orzagun

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1903
  ONSHORE FUNDING, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  GB Merchant Partners, LLC, its Investment Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Wendy Landon

  
	
   

  	
   

  	
   

  	
   

  	
  Name:
  Wendy Landon

  
	
   

  	
   

  	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1903
  OFFSHORE LOANS SPV LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  GB Merchant Partners, LLC, its Investment Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Wendy Landon

  
	
   

  	
   

  	
   

  	
   

  	
  Name:
  Wendy Landon

  
	
   

  	
   

  	
   

  	
   

  	
  Title:
  Managing Director

  



 


***Signature Page to 

Limited Waiver to Note Purchase Agreement***


 

















 


RATIFICATION OF GUARANTY


 


Each of the
undersigned Guarantors hereby (a) acknowledges and consents to the
foregoing Amendment and the Notes Parties’ execution thereof; (b) agrees
to be bound thereby; and (c) ratifies and confirms all of its obligations
and liabilities under the Note Documents to which it is a party and ratifies
and confirms that such obligations and liabilities extend to and continue in
full force and effect with respect to, and continue to guarantee and secure, as
applicable, the Note Obligations of the Note Parties under the Note Purchase Agreement.


 


 


	
  GUARANTORS:

  	
  THE
  CHILDREN’S PLACE SERVICES COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Susan J. Riley

  
	
   

  	
   

  	
  Name:
  Susan J. Riley

  
	
   

  	
   

  	
  Title:
  Executive Vice President, Finance & Administration

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TWIN
  BROOK INSURANCE COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Susan J. Riley

  
	
   

  	
   

  	
  Name:
  Susan J. Riley

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THECHILDRENSPLACE.COM,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Adrienne Urban

  
	
   

  	
   

  	
  Name:
  Adrienne Urban

  
	
   

  	
   

  	
  Title:
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  CHILDREN’S PLACE CANADA HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Susan J. Riley

  
	
   

  	
  Name:
  Susan J. Riley

  
	
   

  	
   

  	
  Title:
  Senior Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  CHILDREN’S PLACE (VIRGINIA), LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Susan J. Riley

  
	
   

  	
   

  	
  Name:
  Susan J. Riley

  
	
   

  	
   

  	
  Title:
  Senior Vice President and Treasurer