Unassociated Document
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
________________
 
FORM 8-K
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15 (D)
 
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (date of earliest event reported)
July 29, 2005
 
THE CHILDREN’S PLACE RETAIL STORES, INC.
________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
 
                Delaware               
 
   0-23071   
 
   31-1241495
(State or other jurisdiction
 
(Commission
 
(IRS Employer ID
of incorporation)
 
File Number)
 
Number)

915 Secaucus Road, Secaucus, New Jersey
07094
(Address of principal executive offices)
(Zip Code)
   
Registrant’s Telephone Number, including area code:
(201)558-2400
   
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
 



Item 1.01 Entry into a Material Definitive Agreement

On July 29, 2005, The Children’s Place Retail Stores, Inc. (the “Company”) entered into an amendment to the Fourth Amended and Restated Loan and Security Agreement (the “Agreement”), dated as of October 30, 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. This amendment provides for a temporary overadvance facility under which the Company will have the right to borrow up to $20 million through October 31, 2005. Borrowings under this temporary overadvance facility will be in addition to advances that are made under the Agreement based upon the amount of the Company's eligible inventory and accounts receivable from time to time. Interest on any outstanding amounts under the temporary overadvance facility will accrue at LIBOR plus 4.0% per annum. All outstanding amounts under the temporary overadvance facility must be paid in full by October 31, 2005.

Item 2.03 Creation of a Direct Financial Obligation

See Item 1.01 above.

Item 9.01 Financial Statements and Exhibits
 
(c)  
Exhibits:
 
 
10.1
Third Amendment to Fourth Amended and Restated Loan and Security Agreement, dated July 29, 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.

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SIGNATURES

Pursuant to the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
  THE CHILDREN’S PLACE RETAIL STORES, INC.
 
 
 
 
 
 
  By:   /s/ Hiten Patel
 
Name: Hiten Patel
  Title: Senior Vice President and Chief Financial Officer
   
Dated: July 29, 2005  
 
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Unassociated Document
THIRD AMENDMENT TO    
FOURTH AMENDED AND RESTATED 
LOAN AND SECURITY AGREEMENT
       WELLS FARGO RETAIL FINANCE, LLC, Agent


July 29, 2005
 
THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Third 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, 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:
 
The Borrowers and the Lenders previously amended the Loan Agreement pursuant to a certain First Amendment dated December 31, 2004 and a Second Amendment dated April 12, 2005. 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 1 of Loan Agreement: The following definitions are hereby amended to read as follows:
 
Overadvance Amount” means up to $20,000,000.00 at any one time outstanding.
 
"Temporary Overadvance Facility" means a temporary revolving credit facility to be maintained by the Lenders listed on Schedule 2.1(b) hereto for the benefit of the Borrowers in an amount up to the Overadvance Amount, as set forth in Section 2.1(b).
 
2. Amendment to Article 2 of Loan Agreement: Section 2.1(b) of the Loan Agreement is amended to read as follows:
 
(b) Temporary Overadvance. Subject to the terms and conditions of this Agreement, in addition to the Advances to be made pursuant to Section 2.1(a), above, the Lenders listed on Schedule 2.1(b) hereto agree to make Advances (based on the percentages for each Lender listed on Schedule 2.1(b)), to Borrowers in an amount at any one time outstanding not to exceed an amount equal to the Overadvance Amount less the aggregate amount of all Advances outstanding under the Temporary Overadvance Facility.
 

(i) The Temporary Overadvance Facility shall be in place, effective, and available to the Borrower for the making of Advances thereunder commencing upon the execution of this Agreement through October 31, 2005.
 
(ii) Advances under the Temporary Overadvance Facility shall be made upon request by the Borrowers, in accordance with Section 2.1(e), below, and shall be available in up to three (3) tranches, the first two (2) in the amount of $7,000,000.00 each, and the last in the amount of $6,000,000.00.
 
(iii) Advances under the Temporary Overadvance Facility shall be secured by the Collateral and shall constitute Advances and Obligations hereunder. During the time that advances are outstanding under the Temporary Overadvance Facility, interest shall accrue on the aggregate outstanding balance of the Temporary Overadvance Facility at the LIBOR Rate plus 4.00 percent per annum.
 
(iv) The Borrowers shall pay to the Agent, for the pro rata benefit of each of the Lenders listed on Schedule 2.1(b), a fee in connection with the Temporary Overadvance Facility in the amounts, and at the times set forth in that certain Fee Letter of even date entered into by and between the Agent and the Borrowers.
 
(v) At all times that the Temporary Overadvance Facility is outstanding, the Borrowers shall submit to the Agent by 11:00 a.m. (Boston time) on Tuesday of each week, an updated Borrowing Base Certificate as of the close of business on the prior Saturday.
 
(vi) All Obligations outstanding under the Temporary Overadvance Facility shall be paid in full in immediately available funds, without demand, notice, or protest, on or before 5:00 p.m. (Boston time) on October 31, 2005.
 
3. 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, 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 on the written instruments which evidence such Obligations.
 
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(c) The Borrowers hereby acknowledge and agree that the Borrowers have no offsets, defenses, claims, or counterclaims against the Lenders, or their respective officers, directors, employees, attorneys, representatives, predecessors, successors, or assigns with respect to the Obligations, or otherwise, and that if the Borrowers now have, or ever did have, any offsets, defenses, claims, or counterclaims against the Lenders, or their respective officers, directors, employees, attorneys, representatives, predecessors, successors, and assigns, whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this Third Amendment, all of them are hereby expressly WAIVED, and the Borrowers hereby RELEASE the Lenders, and their respective officers, directors, employees, attorneys, representatives, predecessors, successors, and assigns from any liability therefor.
 
4. Miscellaneous:
 
(a) Terms used in this Third Amendment which are defined in the Loan Agreement are used as so defined.
 
(b) This Third Amendment may be executed in counterparts, each of which when so executed and delivered shall be an original, and all of which together shall constitute one agreement.
 
(c) This Third Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.
 
(d) Any determination that any provision of this Third Amendment or any application hereof is invalid, illegal, or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provisions of this Third Amendment.
 
(e) The Borrowers shall pay on demand all costs and expenses of the Lenders, including, without limitation, attorneys’ fees incurred by the Lenders in connection with the preparation, negotiation, execution, and delivery of this Third Amendment.
 
(f) In connection with the interpretation of this Third Amendment and all other documents, instruments, and agreements incidental hereto:
 
(i) All rights and obligations hereunder and thereunder, including matters of construction, validity, and performance, shall be governed by and construed in accordance with the law of the State of California and are intended to take effect as sealed instruments.
 
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(ii) The captions of this Third Amendment are for convenience purposes only, and shall not be used in construing the intent of the Lenders and the Borrowers under this Third Amendment.
 
(iii) In the event of any inconsistency between the provisions of this Third Amendment and any of the other Loan Documents or other agreements entered into by and between the Lenders and the Borrowers, the provisions of this Third Amendment shall govern and control.
 
(g) The Lenders and the Borrowers have prepared this Third Amendment and all documents, instruments, and agreements incidental hereto with the aid and assistance of their respective counsel. Accordingly, all of them shall be deemed to have been drafted by the Lenders and the Borrowers and shall not be construed against either party.
 
[Signatures Follow]
 

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THE CHILDREN’S PLACE RETAIL STORES, INC., a Delaware corporation


By: /s/ Hiten Patel    
Name: Hiten Patel
Title: Senior Vice President,
Chief Financial Officer

THE CHILDREN’S PLACE SERVICES COMPANY LLC, a Delaware limited liability company
By:  /s/ Hiten Patel    
Name: Hiten Patel
Title: Senior Vice President,
Chief Financial Officer

WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company,
as Agent and as a Lender

By: /s/ Erika Pfeifer   
Name: Erika Pfeifer
Title: Account Executive,
Assistant Vice President
 
WACHOVIA CAPITAL FINANCE CORPORATION (NEW ENGLAND), a Massachusetts corporation, as Documentation Agent and as a Lender

By: /s/ Willis A. Williams   
Name: Willis A. Williams
Title: Vice President    

LASALLE RETAIL FINANCE,
a Division of LaSalle Business Credit, LLC, as Agent for Standard Federal Bank National Association
as Co-Agent and as a Lender

By: /s/ Matthew Potter    
Name: Matthew Potter
Title: Assistant Vice President

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WEBSTER BUSINESS CREDIT CORP.,

By: /s/ Evan Israelson   
Name: Evan Israelson  
Title: Vice President

THE CIT GROUP/BUSINESS CREDIT, INC.,

By: /s/ Manuel Borges   
Name: Manuel Borges
Title: Vice President


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Schedule 2.1(b)



Lender
 
Overadvance Commitment
 
Percentage
Wells Fargo Retail Finance, LLC
 
$7,000,000
 
35.0%
Wachovia Capital Finance Corporation
 
$5,200,000
 
26.0%
LaSalle Retail Finance
 
$4,000,000
 
20.0%
Webster Business Credit Corp.
 
$1,500,000
 
7.5%
The CIT Group/Business Credit, Inc.
 
$2,300,000
 
11.5%
Total
 
$20,000,000
 
100.0%


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