EXHIBIT 10.1
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY,
DATED APRIL 12, 2005 BY AND AMONG THE CHILDREN'S PLACE RETAIL STORES, INC. AND
EACH OF
ITS SUBSIDIARIES THAT ARE SIGNATORIES THERETO, AS BORROWERS, THE FINANCIAL
INSTITUTIONS NAMED THEREIN, AND WELLS FARGO RETAIL FINANCE, LLC, AS AGENT.
SECOND AMENDMENT TO
FOURTH AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
WELLS FARGO RETAIL FINANCE, LLC, Agent
April 12, 2005
THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this "Second 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 (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, 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:
The Borrowers and the Lenders desire to amend the Loan Agreement.
Accordingly,
it is hereby agreed by and between the Borrowers and the Lenders, as follows:
1.
AMENDMENTS TO LOAN AGREEMENT:
A.
SECTION 1.1 OF THE LOAN AGREEMENT IS
HEREBY AMENDED BY ADDING THE FOLLOWING DEFINITION IN THE APPROPRIATE
ALPHABETICAL ORDER:
"Capital Expenditures" means the expenditure of funds or the incurrence of
liabilities which may be capitalized in accordance with GAAP, as then in effect
as of the date of any relevant determination.
If at any time a change in GAAP
or accounting method is implemented by the Company which would be applicable to
accounting periods ending subsequent to January 31, 2004, the testing of
compliance by the Borrowers with any financial performance covenant relating to
Capital Expenditures shall be made as if no such accounting change in GAAP or
accounting method had been made (other than any such accounting change
specifically mentioned herein and taken into account in the setting of any such
covenant).
B.
SECTION 7.20 OF THE LOAN AGREEMENT IS
HEREBY AMENDED BY DELETING THE PHRASE "MAKE CAPITAL EXPENDITURES (BASED UPON
PARENT'S STATEMENT OF
1
CASH FLOWS FOR INVESTING ACTIVITIES, EXCLUSIVE OF NON-CAPITAL ITEMS)" AND
INSERTING THE FOLLOWING IN ITS PLACE:
"Make Capital Expenditures (based upon Parent's Statement of Cash Flows for
Investing Activities, net of construction allowances or other allowances granted
by the applicable landlord, exclusive of non-capital items and exclusive of any
Capital Expenditures made by Hoop Retail Stores, LLC and Hoop