Exhibit 10.24
October 31, 2007
The Children's Place Retail Stores, Inc.
915 Secaucus Road
Secaucus, New Jersey 07094
Attn: Chief Financial Officer
Re:
First Amendment to Fifth Amended and Restated
Loan and Security Agreement
Dear Sir/Madam:
Reference is hereby made to a certain Fifth Amended and Restated Loan and
Security Agreement dated as of June 28, 2007 (the "Loan Agreement") by and among
The Children's Place Retail Stores, Inc. and each of its subsidiaries signatory
thereto (collectively, the "Borrowers"), the financial institutions named
therein (the "Lenders"), Wells Fargo Retail Finance, LLC, as Agent (the
"Agent"), Wachovia Capital Finance Corporation (New England), as Documentation
Agent and LaSalle Retail Finance, a division of LaSalle Business Credit, LLC, as
Co-Agent.
All capitalized terms used herein and not otherwise defined shall
have the same meaning herein as in the Loan Agreement.
The Borrowers have requested that the Agent and the Lenders agree to amend (this
"Amendment") certain provisions of the Loan Agreement, and the Agent and the
Lenders have agreed to do so, but only upon the terms and conditions set forth
herein.
Accordingly, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Borrowers, the Agent, and the Lenders hereby
agree as follows:
1.
AMENDMENTS.
THE
LOAN AGREEMENT SHALL BE AMENDED AS FOLLOWS:
A.
SECTION 1.1, THE DEFINITION OF
"SEASONAL OVERADVANCE PERIOD" IS HEREBY DELETED IN ITS ENTIRETY, AND IS REPLACED
WITH THE FOLLOWING:
"SEASONAL OVERADVANCE PERIOD" MEANS, (I) FOR THE YEAR ENDING DECEMBER 31, 2007,
THE PERIOD FROM JULY 1ST THROUGH NOVEMBER 30TH; AND (II) FOR EACH YEAR
THEREAFTER, MEANS THE PERIOD FROM JULY 1ST THROUGH OCTOBER 31ST OF EACH YEAR
DURING THE TERM OF THIS AGREEMENT."
B.
SECTION 1.1 OF THE LOAN AGREEMENT IS
HEREBY AMENDED BY INSERTING THE FOLLOWING DEFINITION IN THE APPROPRIATE
ALPHABETICAL ORDER:
"FIRST AMENDMENT" MEANS THE FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT, DATED AS OF OCTOBER 31, 2007 BY AND AMONG THE BORROWERS,
THE AGENT AND THE LENDERS."
C.
FROM AND AFTER THE DATE HEREOF, ALL
REFERENCES TO THE "AGREEMENT" IN THE LOAN AGREEMENT SHALL MEAN THE FIFTH AMENDED
AND RESTATED LOAN AND SECURITY
1
Agreement, as amended by the First Amendment to Fifth Amended and Restated Loan
and Security Agreement, dated as of October 31, 2007.
2.
REPRESENTATIONS AND
WARRANTIES.
THE BORROWERS HEREBY REPRESENT AND WARRANT TO THE
LENDERS AND THE AGENT THAT:
A.
AFTER GIVING EFFECT TO THE AMENDMENTS
IN SECTION 1 HEREOF, AND EXCEPT AS THE AGENT MAY HAVE EXPRESSLY WAIVED IN
WRITING PRIOR TO THE DATE OF THIS AMENDMENT, THERE EXISTS NO DEFAULT OR EVENT OF
DEFAULT UNDER THE LOAN AGREEMENT;
B.
THE REPRESENTATIONS AND WARRANTIES MADE
BY THE LOAN PARTIES IN THE LOAN AGREEMENT ARE TRUE AND CORRECT IN ALL RESPECTS
ON AND AS OF THE DATE HEREOF AS IF MADE ON AND AS OF THE DATE HEREOF (EXCEPT TO
THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER
DATE);
C.
THE EXECUTION AND DELIVERY OF THIS
AMENDMENT