Exhibit 10.48
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") dated as of
April 11, 2006 among
Wells Fargo Retail Finance, LLC (in such capacity, herein the "Agent"), a
Delaware limited liability company with offices at One Boston Place - 19th
Floor, Boston, Massachusetts 02109, as agent for the ratable benefit of the
"Revolving Credit Lenders", who are, at present, those financial institutions
identified on the signature pages of this Amendment and who in the future are
those Persons (if any) who become "Revolving Credit Lenders" in accordance with
the provisions of Article 17 of the Loan Agreement described below;
and
The Revolving Credit Lenders;
and
Hoop Retail Stores, LLC, a Delaware limited liability company with its principal
executive offices at c/o The Children's Place Retail Stores, Inc., 915 Secaucus
Road, Secaucus, New Jersey 07094 (as successor in interest to The Disney Store,
LLC, a California limited liability company) (the "Borrower"),
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
BACKGROUND:
The Borrower, the Revolving Credit Lenders, and the Agent, among others, have
entered into a certain Loan and Security Agreement dated as of November 21, 2004
(the "Loan Agreement"). At this time, the Borrower and the Revolving Credit
Lenders desire to amend and modify certain terms and provisions of the Loan
Agreement.
NOW THEREFORE, in consideration of the mutual promises and agreements herein
contained, the parties hereto hereby agree that the Loan Agreement is hereby
amended as follows:
1.
INCORPORATION OF TERMS AND CONDITIONS
OF LOAN AGREEMENT. ALL OF THE TERMS AND CONDITIONS OF THE LOAN AGREEMENT
(INCLUDING, WITHOUT LIMITATION, ALL DEFINITIONS SET FORTH THEREIN) ARE
SPECIFICALLY INCORPORATED HEREIN BY REFERENCE. ALL CAPITALIZED TERMS NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME MEANING AS IN THE LOAN AGREEMENT.
2.
CORPORATE REORGANIZATION. SUBSEQUENT TO
THE CLOSING ON THE LOAN AGREEMENT, THE LEAD BORROWER AND THE BORROWERS
CONSUMMATED A CORPORATE REORGANIZATION (AS MORE PARTICULARLY DESCRIBED ON
EXHIBIT "A", ANNEXED HERETO) RESULTING IN THE BORROWER BEING THE ONLY BORROWER
UNDER THE LOAN AGREEMENT. ACCORDINGLY, THE LOAN AGREEMENT AND EACH OF THE OTHER
LOAN DOCUMENTS ARE HEREBY DEEMED AMENDED IN ALL RESPECTS AS MAY BE NECESSARY
WITH RESPECT TO EACH USAGE OF THE TERMS "LEAD BORROWER" AND "BORROWERS" SO AS TO
EITHER (I) DELETE EACH TERM, OR (II) DEEM EACH TERM TO READ THE "BORROWER", AS
THE CONTEXT MAY REQUIRE.
3.
REPRESENTATIONS AND WARRANTIES. THE
BORROWER HEREBY REPRESENTS AND WARRANTS THAT (I) EXCEPT AS THE AGENT MAY HAVE
EXPRESSLY WAIVED IN WRITING PRIOR TO THE DATE OF THIS AMENDMENT, THE BORROWER IS
NOT IN DEFAULT UNDER THE LOAN AGREEMENT OR UNDER ANY OTHER LOAN DOCUMENT, AND
(II) 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 AMENDMENT), ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN THE LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT AS OF THE DATE
HEREOF.
4.
AMENDMENT TO