Exhibit 10.75


 


SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT


 


This SECOND
AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”),
dated as of March 31, 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.


 


WHEREAS, under the Issuer’s
Amended and Restated 2005 Equity Incentive Plan, associates of the Issuer,
including executive officers, and directors are awarded, as part of their
compensation, deferred shares and in certain limited circumstances, restricted
shares.


 


WHEREAS, when these deferred
shares vest, or (absent an election to be taxed at the time of grant under Section 83(b) of
the Code) the restrictions lapse, the associate recognizes ordinary income
which is subject to income and employment withholding taxes.


 


WHEREAS, if the associate is not
able, either by reason of a restriction against trading imposed on the associate
by the federal securities laws or (in certain limited circumstances by reason
of restrictions imposed by contract), to sell those shares to cover his or her
tax withholding obligations, the Issuer may withhold a number of the shares
that would otherwise be delivered or for which the restrictions would lapse
having a value equivalent to the amount of the required tax withholding.


 


WHEREAS, the Issuer retires the
shares withheld and remits a cash amount to the government in an amount
equivalent to the fair market value, as determined by the board of directors of
the Issuer, of the shares withheld in respect of the applicable withholding
amount;


 


WHEREAS, the Agent considers each
such payment to be a Restricted Payment under Section 8.6.3 of the Note
Purchase Agreement and wishes to amend the Note Purchase Agreement permit
certain payments of such type, to the extent hereinafter set forth;


 


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.  Amendment.  Effective
as of July 31,
2008, 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 Waiver, the Agent and the Note Purchasers hereby
:


 


(i)            amend
Section 8.6.3 of the Note Purchase Agreement by adding a new subsection
8.6.3.5 to read in its entirety as follows:


 


8.6.5.       The Issuer may make
Withholding Tax Payments in Fiscal Year 2008 in an amount not to exceed
$650,000 in connection with the Withholding Share Retirement of Plan Shares.


 


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


 


“Deferred Shares” means shares of capital stock of
the Issuer awarded to a Plan Participant pursuant to the Equity Incentive Plan
with respect to which the interest of such Plan Participant vests over time.


 


“Equity Incentive Plan” means the Issuer’s Amended
and Restated 2005 Equity Incentive Plan, as amended from time to time.


 


“Incentive Plan Tax Event” means the recognition by
a Plan Participant of ordinary income which is subject to income and employment
withholding taxes by reason of either (i) the lapse of restrictions on
Restricted Shares with respect to which the Plan Participant has not made an
election to be taxed at the time of grant under Section 83(b) of the
Code or (ii) the vesting of Deferred Shares.


 


“Incentive Plan Tax Liability” means the amount of
income and employment withholding taxes due and payable in connection with an
Incentive Plan Tax Event.


 


“Plan Participant” means employees of the Issuer,
including executive officers, and directors of the Issuer.


 


“Plan Shares” means Deferred Shares and/or
Restricted Shares.


 


“Restricted Shares” means shares of capital stock of
the Issuer awarded to a Plan Participant pursuant to the Equity Incentive Plan
which are subject to restrictions on their sale by the Plan Participant and
which are not Deferred Shares.


 


“Trading Prohibition” means a prohibition in effect
at the time of an Incentive Plan Tax Event preventing the sale by a Plan
Participant of Plan Shares in order to enable such Plan Participant to
discharge Incentive Plan Tax Liability, which prohibition arises from a
restriction against trading imposed by either the federal securities laws or by
contract.


 


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“Withholding Tax Payment” means a cash payment by
the Issuer to the appropriate Governmental Authority in an amount equal to the
Incentive Plan Tax Liability of a Plan Participant made at a time when a
Trading Prohibition affecting such Plan Participant is in effect.


 


“Withholding Share Retirement” means the retirement
of Plan Shares of a Plan Participant having a fair market value, as determined
by the board of directors of the Issuer, equal to the Incentive Plan Tax
Liability of such Plan Participant which is the subject of a Withholding Tax
Payment.


 


§2.          Conditions Precedent.  This
Amendment shall become effective as of July 31,
2008 at such time as each of the Note Parties, the Required Purchasers and the
Agent have duly executed and delivered to the Agent a counterpart signature page to
this Amendment; and 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.


 


§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.  .


 


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


 


(b)           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.


 


(c)           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 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.


 


3

















 


§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.


 


§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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4

















 


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


Second Amendment to Note Purchase Agreement***


 














 


	
   

  	
  THE CHILDREN’S PLACE
  (VIRGINIA), LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan J. Riley

  
	
   

  	
   

  	
  Name: Susan J. Riley

  
	
   

  	
   

  	
  Title: Senior Vice
  President and Treasurer

  



 


 


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***Signature Page to 


Second Amendment to Note Purchase Agreement***


 

















 


	
  COLLATERAL
  AGENT:

  	
  SANKATY ADVISORS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Ewald

  
	
   

  	
   

  	
  Name:

  	
  Michael Ewald

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
  NOTE PURCHASERS:

  	
  SANKATY CREDIT
  OPPORTUNITIES III,

  L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Ewald

  
	
   

  	
   

  	
  Name:

  	
  Michael Ewald

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  SANKATY CREDIT
  OPPORTUNITIES IV,

  L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Ewald

  
	
   

  	
   

  	
  Name:

  	
  Michael Ewald

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  SANKATY CREDIT
  OPPORTUNITIES IV

  (OFFSHORE MASTER), L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Ewald

  
	
   

  	
   

  	
  Name:

  	
  Michael Ewald

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


 


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***Signature Page to 


Second Amendment to Note Purchase Agreement***


 

















 


	
   

  	
  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 Ozargun

  
	
   

  	
   

  	
   

  	
  Name: Evren Ozargun

  
	
   

  	
   

  	
   

  	
  Title: Diretor

  



 


 


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***Signature Page to 


Second Amendment to Note Purchase Agreement***


 

















 


	
   

  	
  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 


Second Amendment to Note Purchase Agreement***


 

















 


RATIFICATION OF GUARANTY


 


Each of the
undersigned Guarantors hereby (a) acknowledges and consents to the
foregoing Waiver and the Notes Parties’ execution thereof; (b) agrees to
be bound thereby; and (c) ratifies and confirms all of their respective
obligations and liabilities under the Note Documents to which any of them 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