Exhibit 10.65
FIRST AMENDMENT TO CREDIT
AGREEMENT
This First Amendment to Credit
Agreement (this “ First Amendment ”) is made as
of this 11 th
day of March, 2009 by and
among:
THE CHILDREN’S PLACE RETAIL
STORES, INC., a Delaware corporation, for itself and as agent (in
such capacity, the “ Lead Borrower ”) for the
other Borrowers party hereto;
the BORROWERS party
hereto;
the GUARANTORS party
hereto;
the LENDERS party hereto;
and
WELLS FARGO RETAIL FINANCE, LLC, as
Administrative Agent, Collateral Agent and Swing Line
Lender;
in consideration of the mutual covenants herein
contained and benefits to be derived herefrom.
W I T N E S S E T
H:
WHEREAS, reference is made to that
certain Credit Agreement, dated as of July 31, 2008 (as
amended, modified, supplemented or restated and in effect from time
to time, the “ Credit Agreement ”), by and among
(i) the Borrowers, (ii) the Guarantors, (iii) the
Lenders, and (iv) Wells Fargo Retail Finance, LLC, as
Administrative Agent, Collateral Agent and Swing Line
Lender;
WHEREAS, the Borrowers have notified
the Agents and the Lenders that Services Company intends to enter
into that certain Lease Agreement, dated as of March 11, 2009
(as amended, modified, supplemented, restated or extended and in
effect from time to time, the “ New Headquarters Lease
”), by and between 500 Plaza Drive Corp., as the landlord,
and Services Company, as the tenant, for the leased premises
located at 500 Plaza Drive, Secaucus, New Jersey (the “
New Headquarters ”);
WHEREAS, the Borrowers have further
notified the Agents and the Lenders that the Lead Borrower intends
to guaranty the payment and performance of all obligations of
Services Company under the New Headquarters Lease (the “
New Headquarters Lease Guaranty ”);
WHEREAS, the Borrowers have further
notified the Agents and the Lenders that they intend to terminate
certain existing Leases and make certain payments in connection
therewith;
WHEREAS, the Borrowers have
requested that the Agents and the Required Lenders consent to the
execution and delivery of the New Headquarters Lease Guaranty and
certain related transactions and amend certain terms and conditions
of the Credit Agreement; and
WHEREAS, the Agents and the Required
Lenders hereby consent to the execution and delivery of the New
Headquarters Lease Guaranty and certain related transactions and
agree to amend certain terms and conditions of the Credit Agreement
as set forth herein.
NOW, THEREFORE, it is hereby agreed
as follows:
1.
Definitions
. All
capitalized terms used herein and not otherwise defined shall have
the same meaning herein as in the Credit Agreement.
2.
Amendments to
Article I . The provisions of
Article I of the Credit Agreement are hereby amended as
follows:
(a)
Clause
(h) of the definition of “Permitted Encumbrances”
in Article I of the Credit Agreement is hereby amended by
deleting the reference to “clause (c) of the definition
of Permitted Indebtedness” in its entirety and replacing it
with a reference to “clause (d) of the definition of
Permitted Indebtedness”.
(b)
The definition of
“Permitted Indebtedness” in Article I of the
Credit Agreement is hereby amended by relettering clause
(l) as clause (o), deleting the word “and” at the
end of clause (k) and inserting new clauses (l), (m) and
(n) as follows:
“(l)
the New Headquarters Lease Guaranty;
(m)
Indebtedness arising from the obligation to pay a portion of the
Emerson Road Lease Termination Payment on a deferred basis pursuant
to Section 6 of the Emerson Road Lease Termination
Agreement;
(n)
Indebtedness arising from the obligation to pay a portion of the
Secaucus Road Lease Termination Payment on a deferred basis
pursuant to Section 6 of the Secaucus Road Lease Termination
Agreement; and”
(c)
The following new
definitions are hereby added to Article I of the Credit
Agreement in appropriate alphabetical order:
(i)
“
Emerson Road Lease ” means the Agreement of Lease
dated May 3, 2006, as amended by Lease Modification Agreement
dated November 27, 2006, Letter Agreement dated
January 17, 2007, and Consent to License dated January 1,
2008, pursuant to which Hartz Mountain Associates, a New Jersey
general partnership, as landlord, leased certain premises at Two
Emerson Lane, Secaucus, New Jersey to Services Company, as
tenant.
(ii)
“
Emerson Road Lease Termination Agreement ” means the
Lease Termination Agreement, dated as of March 11, 2009,
between Hartz Mountain Metropolitan, a New Jersey general
partnership, as landlord, and
2
Services Company,
as tenant, pursuant to which the Emerson Road Lease is terminated
prior to the expiration of its stated term.
(iii)
“
Emerson Road Lease Termination Payment ” means the fee
payable by Services Company pursuant to Section 6 of the
Emerson Road Lease Termination Agreement in order to terminate the
Emerson Road Lease prior to the expiration of its stated
term.
(iv)
“ New
Headquarters Lease ” means that certain Lease Agreement,
dated as of March 11, 2009, by and between 500 Plaza Drive
Corp., as the landlord, and Services Company, as the tenant, for
the leased premises located at 500 Plaza Drive, Secaucus, New
Jersey (as modified pursuant to the terms of the New Headquarters
Lease Side Letter), as amended, modified, supplemented, restated or
extended and in effect from time to time.
(v)
“ New
Headquarters Lease Guaranty ” means that certain
Guaranty, dated as of March 11, 2009, made by the Lead
Borrower in favor of 500 Plaza Drive Corp. (as modified pursuant to
the terms of the New Headquarters Lease Side Letter), pursuant to
which the Lead Borrower guarantees the payment and performance of
all obligations of Services Company under the New Headquarters
Lease, in the form attached hereto as Schedule 1.04
.
(vi)
“ New
Headquarters Lease Side Letter ” means that certain
letter agreement, dated as of March 11, 2009, by a
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