Exhibit 10.69


 


LEASE TERMINATION
AGREEMENT


 


THIS LEASE TERMINATION
AGREEMENT (this “Agreement”) made as of this 12th day of March 2009
between HARTZ MOUNTAIN METROPOLITAN, a New Jersey general partnership, having
an office at 400 Plaza Drive, P.O. Box 1515, Secaucus, New Jersey 07096-1515
(“Landlord”) and THE CHILDREN’S PLACE SERVICES COMPANY, LLC, a Delaware limited
liability company, having an office at 2 Emerson Lane, Secaucus, New Jersey (“Tenant”);


 


WHEREAS by an 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 (collectively, “the Lease”),
Landlord leased certain Demised Premises (as that term is defined in the Lease)
at 2 Emerson Lane, Secaucus, New Jersey to Tenant; and


 


WHEREAS, the parties are
desirous of providing for the termination of the Lease Term prior to the date
provided in said Lease;


 


NOW, THEREFORE, in
consideration of Ten and 00/100 Dollars ($10.00) in hand paid by Tenant to
Landlord, the receipt and sufficiency of which are hereby acknowledged and the
mutual promises set forth herein, it is agreed that:


 


1.                                       Notwithstanding
the provisions of Article 1.01 M., the Lease shall terminate and Tenant
shall vacate the Demised Premises as of May 31, 2009 with the same effect
as though said date were the Expiration Date set forth in the Lease.  Tenant shall vacate and surrender the Demised
Premises on the aforesaid date in accordance with Article 24 of the Lease.


 


2.                                       Tenant
agrees to promptly satisfy all accounts owing by reason of its occupancy of the
Demised Premises plus all applicable utility charges, real property taxes,
maintenance charges, and the cost of any repairs by reason of Tenant’s
occupancy or removal of its goods and equipment from the Demised Premises as
set forth in said Lease. It is agreed that all adjustments for charges detailed
hereunder shall be made as of May 31, 2009.  Notwithstanding anything herein contained to
the contrary, Tenant shall pay to Landlord, upon execution of this Agreement,
the sum of Six Hundred Fifty Thousand and No/100 Dollars ($650,000.00), in good
funds, as an Additional Charge under the Lease, same representing the balance
due Landlord in connection with the completion of the construction of the
Parking Garage (as that term is defined in the Lease).


 


3.                                       Tenant
warrants that in consideration of Landlord’s termination of the Lease, it shall
vacate the Demised Premises in accordance with Paragraph 1 of this
Agreement.  In the event that Tenant
shall not, for any reason so vacate the Demised Premises, Landlord shall not be
precluded from pursuing Tenant for any further damages arising therefrom.  If Tenant shall vacate the Demised Premises
as provided herein and pay to Landlord all sums owing pursuant to paragraphs 2
and 6(i) 


 

















 


hereof, Landlord shall
thereafter return to Tenant its security deposit (in the form of a Letter of
Credit) in the amount of $292,900.00 as provided for in Article 8 of the
Lease. Notwithstanding anything contained herein to the contrary, nothing
contained in this Agreement shall release Tenant from any of its obligations
under Article 13 or Article 21 of the Lease.


 


4.                                       This
agreement shall inure to the benefit of and be binding upon the successors and
assigns of the parties hereto.


 


5.                                       Notwithstanding
the previous Paragraph, Tenant shall not enter into any agreements of
assignment, subletting or encumbrance pursuant to Article 11 of the Lease.


 


6.                                       In
consideration of Landlord’s consent to the termination of the Lease prior to
its stated Expiration Date, Tenant shall pay to Landlord, in good funds, as an
Additional Charge, a “Termination Fee” in the amount of Two Million Two Hundred
Fifty Thousand and No/100 Dollars ($2,250,000.00) as follows:


 


(i) The sum of One
Million Two Hundred Fifty Thousand and No/100 Dollars ($1,250,000.00) shall be
paid to Landlord on or before February 28, 2009; and


 


(ii)  The sum of One
Million and No/100 Dollars ($1,000,000.00) shall be paid to Landlord on or
before January 10, 2010.


 


As security for
the payment of the installment due under subparagraph (ii) above, Tenant
shall, upon execution of this Agreement, deliver to Landlord a Letter of
Credit, in the form and subject to the conditions and requirements set forth in
Article 8 of the Lease, in the amount of $1,000,000.00 to be held by
Landlord pending Tenant’s payment of the installment due under subparagraph (ii) above.
The Letter of Credit so posted in accordance with this provision shall not
expire prior to February 10, 2010. In the event Tenant fails to make the
payment of the installment due under subparagraph (ii) above by January 10,
2010, Landlord shall have the right, upon five (5) days notice to Tenant,
to draw upon the Letter of Credit and to retain the proceeds there from in
satisfaction of Tenant’s obligations hereunder. In the event Tenant timely
makes the payment of the installment due under subparagraph (ii) above,
Landlord shall forthwith return the Letter of Credit to Tenant.


 


7.                                       Tenant
represents that its North American Industrial Classification System (“NAICS
Code”) [as that term is referred to in the Environmental Clean-Up
Responsibility Act (“ISRA”), N.J.S.A. 13:1K-1] is 5651.  Tenant further represents that the Demised
Premises do not constitute an “Industrial Establishment” pursuant to ISRA.  In the event Tenant is subject to ISRA,
Tenant will comply with all statutes, regulations, rules, ordinances, or other
directives governing the termination of Tenant’s Lease.


 


8.                                       The
performance by Tenant of its obligations under this Agreement shall not be
deemed conditions to the termination of the Lease as set forth in
Paragraph 1. hereof.


 


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9.                                       The
Landlord and Tenant represent and warrant to each other that the signatories
hereto are duly authorized to act on their respective behalf in the entering
into this Agreement.


 


10.                                 Tenant
certifies that:  (i) It is not
acting, directly or indirectly, for or on behalf of any person, group, entity,
or nation named by any Executive Order or the United States Treasury Department
as a terrorist, “Specially Designated National and Blocked Person,” or other
banned or blocked person, entity, nation, or transaction pursuant to any law,
order, rule, or regulation that is enforced or administered by the Office of
Foreign Assets Control; and (ii)  it is not engaged in this transaction,
directly or indirectly on behalf of, or instigating or facilitating this
transaction, directly or indirectly on behalf of, any such person, group,
entity, or nation. Tenant hereby agrees to defend, indemnify, and hold harmless
Landlord from and against any and all claims, damages, losses, risks,
liabilities, and expenses (including attorney’s fees and costs) arising from or
related to any breach of the foregoing certification.


 


11.                                 Capitalized
terms referenced herein shall have the meaning ascribed to such terms in the
Lease unless otherwise set forth herein.


 


12.                                 Tenant
hereby acknowledges and agrees that that certain License Agreement by and between
Tenant and LCI Holdings, Inc. dated January 1, 2008 (which was the
subject of Landlord’s Consent to License dated January 1, 2008), shall
terminate, expire and be of no further force and effect as of May 31,
2009, and Licensee shall be required to fully vacate the Demised Premises on or
prior to May 31, 2009.


 


13.                                 This
Agreement, and the rights and obligations of the parties hereto, is/are
expressly conditioned and contingent upon the execution of that certain Lease
Agreement by and between 500 Plaza Drive Corp., an affiliate of Landlord, and Tenant
for premises located at 500 Plaza Drive, Secaucus, New Jersey (the “500 Plaza
Drive Lease”). In the event the 500 Plaza Drive Lease is not executed and
delivered by the parties thereto, then this Agreement shall be deemed
terminated, and the rights and obligations of the parties hereunder shall be
rendered null and void a and without further force and effect.


 


IN WITNESS WHEREOF, the
parties have caused this Lease Termination Agreement to be signed by their duly
authorized officers, and their corporate seals to be affixed hereto, the day
and year first above written.


 


 


	
   

  	
   

  	
  HARTZ MOUNTAIN
  ASSOCIATES

  
	
   

  	
  By:

  	
  Hartz Mountain
  Industries, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irwin A. Horowitz

  
	
   

  	
   

  	
  Irwin A. Horowitz,
  Executive Vice President

  



 


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  THE CHILDREN’S PLACE
  SERVICES COMPANY, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Crovitz

  	
   

  	
  By:

  	
  /s/ Susan J. Riley

  
	
   

  	
  Name:

  	
  Charles Crovitz

  	
   

  	
   

  	
  Name:

  	
  Susan J. Riley

  
	
   

  	
  Title: 

  	
  Interim Chief Executive
  Officer

  	
   

  	
   

  	
  Title: 

  	
  Executive Vice
  President

  
									



 


Copyright © Hartz
Mountain Industries, Inc. 2003. All Rights Reserved. No portion of this
document may be reproduced without the express written consent of Hartz
Mountain Industries, Inc.


 


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