Exhibit 10.47
FOURTH AMENDMENT TO
FOURTH AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
WELLS FARGO RETAIL FINANCE, LLC, Agent
April 11, 2006
THIS FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this "Fourth 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 (as amended and in effect, 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, Wachovia Capital
Finance Corporation (New England) formerly known as 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:
At this time, the Borrowers and the Lenders desire to further amend the Loan
Agreement. Accordingly, it is hereby agreed by and between the Borrowers and the
Lenders, as follows:
1.
AMENDMENT TO ARTICLE 7 OF LOAN
AGREEMENT:
SECTION 7.20 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING SENTENCE TO THE END THEREOF:
"Further, any unutilized Capital Expenditures in any given fiscal year may be
carried forward as an increase to the subsequent year's Capital Expenditure
covenant, without regard to any prior carryover."
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. THE BORROWERS HEREBY REPRESENT
AND WARRANT THAT (I) 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 FOURTH AMENDMENT), ALL REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE AND
CORRECT AS OF THE DATE HEREOF.
1
(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, 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