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)
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July
29, 2005
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THE
CHILDREN’S PLACE RETAIL STORES, INC.
________________________________________________________________________
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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0-23071
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31-1241495
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(State
or other jurisdiction
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(Commission
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(IRS
Employer ID
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of
incorporation)
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File
Number)
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Number)
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915
Secaucus Road, Secaucus, New Jersey
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07094
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
Telephone Number, including area code:
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(201)558-2400
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c)
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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
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10.1
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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.
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THE
CHILDREN’S PLACE RETAIL STORES, INC. |
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By: |
/s/ Hiten
Patel |
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Name:
Hiten Patel |
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Title:
Senior Vice President and Chief Financial Officer |
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Dated:
July 29, 2005 |
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Unassociated Document
THIRD
AMENDMENT TO
FOURTH
AMENDED AND RESTATED
LOAN
AND SECURITY AGREEMENT
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WELLS
FARGO RETAIL FINANCE, LLC,
Agent
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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.
(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.
(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]
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
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
Schedule
2.1(b)
Lender
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Overadvance
Commitment
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Percentage
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Wells
Fargo Retail Finance, LLC
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$7,000,000
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35.0%
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Wachovia
Capital Finance Corporation
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$5,200,000
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26.0%
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LaSalle
Retail Finance
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$4,000,000
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20.0%
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Webster
Business Credit Corp.
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$1,500,000
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7.5%
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The
CIT Group/Business Credit, Inc.
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$2,300,000
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11.5%
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Total
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$20,000,000
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100.0%
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