EXHIBIT 10.1
Amendment Number Four dated as of October 30, 1999
between the Company and Foothill Capital Corporation.
AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT ("Amendment") is entered into as of December 10, 1999, by and between
FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), and THE
CHILDREN'S PLACE RETAIL STORES, INC., a Delaware corporation ("Borrower"), in
light of the following:
A. Borrower and Foothill have previously entered into that certain Amended
and Restated Loan and Security Agreement dated as of July 31, 1997 (as amended,
the "Agreement").
B. Borrower and Foothill desire to further amend the Agreement as provided
for and on the conditions herein.
NOW, THEREFORE, Borrower and Foothill hereby amend and supplement the
Agreement as follows:
1. DEFINITIONS. All initially capitalized terms used in this Amendment
shall have the meanings given to them in the Agreement unless specifically
defined herein.
2. AMENDMENT.
(a) The table set forth in Section 6.13 (c) of the Agreement is
hereby amended by deleting the $20,000,000 Working Capital amount set forth for
the fiscal quarter ending on or about October 31, 1999 and replacing that amount
with $14,000,000.
(b) The table set forth in Section 7.10 of the Agreement is hereby
amended by deleting the $55,000,000 Maximum Capital Expenditure amount set forth
for the fiscal year ending on or about January 31, 2000 and replacing that
amount with $60,000,000.
3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Foothill
that all of Borrower's representations and warranties set forth in the Agreement
are true, complete and accurate in all respects as of the date hereof.
4. NO DEFAULTS. Borrower hereby affirms to Foothill that no Event of
Default has occurred and is continuing as of the date hereof.
5. CONDITION PRECEDENT. The effectiveness of this Amendment is expressly
conditioned upon receipt by Foothill of:
(c) an executed copy of this Amendment; and
(d) an amendment fee in the amount of $10,000, which fee will be
credited by Foothill against any amendment fee to be charged by Foothill in
connection with the next amendment of the Agreement, if any is hereafter agreed
to, that deals with an extension of the term of the Agreement or an increase in
the Maximum Amount.
6. COSTS AND EXPENSES. Borrower shall pay to Foothill all of Foothill's
out-of-pocket costs and expenses (including, without limitation, the fees and
expenses of its counsel, which counsel may include any local counsel deemed
necessary, search fees, filing and recording fees, documentation fees, appraisal
fees, travel expenses, and other fees) arising in connection with the
preparation, execution, and delivery of this Amendment and all related
documents.
7. LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of this Amendment shall govern. In all other respects, the
Agreement, as amended and supplemented hereby, shall remain in full force and
effect.
8. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original. All
such counterparts, taken together, shall constitute but one and the same
Amendment. Upon the execution of counterparts of this Amendment by each of the
parties hereto, the Amendment shall be effective as of October 30, 1999.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.
FOOTHILL CAPITAL CORPORATION,
a California corporation
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Title: Vice President
-----------------------------------
THE CHILDREN'S PLACE RETAIL STORES, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxx
--------------------------------------
Title: Vice President & CFO
-----------------------------------
