EXHIBIT 10.41
First Amendment to Fourth Amended and Restated Loan and Security Agreement,
dated December 31, 2004 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
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT WELLS FARGO RETAIL FINANCE, LLC, Agent
December 31, 2004
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this "First 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.
AMENDMENT TO LOAN AGREEMENT:
THE
PROVISIONS OF SECTION 7.19(B) ARE HEREBY DELETED IN THEIR ENTIRETY, AND THE
FOLLOWING IS INSERTED IN THEIR PLACE:
"(b)
Fail to achieve, on and as of December 31, 2004,
(i) Availability in an amount not less than $20,000,000.00, (ii) an outstanding
balance of all Advances less than or equal to $20,000,000.00, and (iii) a
permanent reduction of the outstanding balance of the Temporary Overadvance
Facility to $0.00.
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.
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,
1
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 THE OBLIGATIONS COULD BE CLAIMED TO BE OTHER THAN AS STATED