Exhibit 10.66
FIRST AMENDMENT TO NOTE PURCHASE
AGREEMENT
This FIRST AMENDMENT TO NOTE
PURCHASE AGREEMENT (this “ Amendment ”),
dated as of March 11, 2009 (the “ Effective Date
”), is by and among The Children’s Place Retail
Stores, Inc. (the “ Issuer ”), a
corporation incorporated under the laws of Delaware, the parties
listed as Guarantors on the signature pages to the Note
Purchase Agreement (as defined below) (the “
Guarantors ”, collectively with the Issuer, the
“ Note Parties ”, and each such Person a “
Note Party ”), Sankaty Advisors, LLC as collateral
agent (the “ Agent ”), Crystal Capital Fund
Management, L.P. as syndication agent, and each Note Purchaser
listed on Schedule I attached to the Note Purchase Agreement,
relating to the Note Purchase Agreement (collectively, the “
Note Purchasers ”), dated as of July 31,
2008 (as amended, restated, supplemented or otherwise modified and
in effect from time to time, the “ Note
Purchase Agreement ”), among the Note
Parties, the Note Purchasers from time to time party thereto, and
the Agent. Terms used but not defined herein shall have the
meanings ascribed to such terms in the Note Purchase
Agreement.
NOW THEREFORE
, in consideration of the mutual
agreements contained in the Note Purchase Agreement and herein and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
§1.
Amendments. Effective as of the Effective Date, upon
satisfaction of the conditions precedent set forth in §2
hereof, and in reliance upon the representations and warranties of
the Note Parties set forth in the Note Purchase Agreement and in
this Amendment, the Agent and the Note Purchasers
hereby:
(i)
amend Section 5.12 (ERISA
Compliance) of the Note Purchase Agreement by:
(a) restating the phrase
“a favorable determination letter” appearing in the
second sentence of subsection 5.12.1 to read “a favorable
determination or opinion letter” and
(b) restating the first
sentence of subsection 5.12.2 to read in its entirety as
follows:
There are no pending or, to the best
knowledge of the Issuer, threatened claims, actions or lawsuits, or
action by any Governmental Authority, with respect to any Plan
(other than claims for benefits in the ordinary course).
(ii)
amend Section 7.20 (Compliance
with Terms of Leaseholds) of the Note Purchase Agreement by adding
the following proviso at the end thereof:
; provided , that
Services Company (i) may terminate the New Headquarters Lease
and make the New Headquarters Lease Termination Payment in
connection therewith and (ii) may terminate the Secaucus Road
Lease and make the Secaucus Road Lease Termination Payment in
connection therewith provided, in each case, that Services Company
shall, simultaneously with such terminations, enter into the 500
Plaza Lease.
(iii)
amend Section 8.10 (Burdensome
Agreements) of the Note Purchase Agreement by restating the
parenthetical clause therein to read in its entirety as
follows:
(other than the Revolving Loan
Documents, this Agreement, any other Note Document or the 500 Plaza
Lease Guaranty)
(iv)
delete Section 8.19 (New
Headquarters) of the Note Purchase Agreement in its
entirety;
(v)
amend the definition of
“Permitted Indebtedness” by adding new clauses (o),
(p) and (q) at the end thereof, to read in their entirety
as follows:
(o)
the 500 Plaza Lease
Guaranty;
(p)
Indebtedness arising from the
obligation to pay a portion of the New Headquarters Lease
Termination Payment on a deferred basis pursuant to Section 6
of the New Headquarters Lease Termination Agreement; and
(q)
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.
(vi)
add, in appropriate alphabetical
position, the following new definitions to Annex I of the Note
Purchase Agreement:
“500 Plaza Lease” means
the Lease, dated on or around the date hereof, pursuant to which
500 Plaza Drive Corp., a New Jersey corporation, as landlord,
leases certain premises at 500 Plaza Drive, Secaucus, New Jersey to
Services Company, as tenant.
“500 Plaza Lease
Guaranty” means the Guaranty, dated on or around the date
hereof, executed by the Issuer in favor of 500 Plaza Drive Corp., a
New Jersey corporation, pursuant to which the Issuer guarantees the
obligations of Services Company under the 500 Plaza Lease (as
modified pursuant to that certain letter agreement, dated on or
around the date hereof, by and among the Issuer, Services Company
and 500 Plaza Drive Corp.)..
2
“New Headquarters 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 2 Emerson Lane, Secaucus, New Jersey to Services Company, as
tenant.
“New Headquarters Lease
Termination Payment” means the fee payable by Services
Company pursuant to Section 6 of the New Headquarters Lease
Termination Agreement in order to terminate such lease prior to the
expiration of its term.
“New Headquarters Lease
Termination Agreement” means the Lease Termination Agreement,
dated on or around the date hereof, between Hartz Mountain
Metropolitan, a New Jersey general partnership, as landlord, and
Services Company, as tenant, pursuant to which the Lease of the New
Headquarters is terminated prior to the expiration of its stated
term.
“Secaucus Road Lease”
means the Agreement of Lease dated June 30, 1998, as amended
by Letter Agreement dated June 30, 1998, Lease Modification
Agreement dated November 20, 1998, Second Lease Modification
Agreement dated November 19, 2004, Consent to Assignment and
Assumption of Lease Agreement dated October 30, 2004, Lease
Termination Agreement dated May 3, 2006, and Agreement dated
November 27, 2006 (collectively, “the Lease”),
pursuant to which Hartz Mountain Associates, a New Jersey general
partnership, as landlord leased certain premises at 915 Secaucus
Road, Secaucus, New Jersey to Services Company, as
tenant.
“Secaucus Road Lease
Termination Payment” mea
