Exhibit 10.2


LEASE TERMINATION
AGREEMENT


THIS LEASE TERMINATION
AGREEMENT made as of this 3rd day of May, 2006
between HARTZ MOUNTAIN ASSOCIATES, a New Jersey general partnership, having an
office at 400 Plaza Drive, Secaucus, New Jersey 07094 (“Landlord”) and THE
CHILDREN’S PLACE SERVICES COMPANY, LLC., a limited liability corporation,
having an office at 915 Secaucus Road, Secaucus, New Jersey (“Tenant”);


WHEREAS, by Agreement of
Lease dated June 30, 1998, as amended by Letter Agreement dated June 30, 1998,
Lease Modification Agreement dated November 20, 1998 and Second Lease
Modification Agreement dated November 19, 2004 (collectively “the Lease”),
Landlord leased certain demised premises at 915 Secaucus Road, Secaucus, New
Jersey (the “Demised Premises”) to The Children’s Place Retail Stores, Inc.;
and


WHEREAS, pursuant to that
certain Assignment and Assumption of Lease Agreement dated as of October 30,
2004, the tenant’s interest under the Lease was assigned 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 1.01N
(“Expiration Date”), the Lease shall terminate on the date which is the later
of (i) March 1, 2007 or (ii) the date Tenant actually vacates and surrenders
the Demised Premises to Landlord by notice to that effect (said date, the
“Termination Date”). Tenant shall vacate and surrender the Premises on the
Termination 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 otherwise required pursuant to the terms and conditions of
the Lease. It is agreed that all adjustments for charges detailed hereunder
shall be made as of the Termination Date.


3.             Tenant warrants that in consideration of Landlord’s
early 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 paragraph 2 hereof, Landlord shall thereafter return
to Tenant the Letter of Credit held as and for its security deposit in the
amount of $175,000.00 as provided for in Article 8 of the Lease.



 1
 









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.             Tenant represents that its North American Industrial
Classification System Code (“NAICS Code”) [as that term is referred to in the
Industrial Site Recovery 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.


7.             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.


8.             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.


9.             (a) Certification. 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.


(b) Indemnification.
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.


10.           Reference
is made to that certain Lease to be entered into contemporaneously with this
Lease Termination Agreement by and between Hartz Mountain Metropolitan, an
affiliate of Landlord, and Tenant, for premises located at 2 Emerson Lane,
Secaucus, New Jersey (the “2 Emerson Lane Lease”). The parties hereto
acknowledge that the 2 Emerson Lane lease contains two (2) contingencies which
afford the Tenant the right to terminate the 2 Emerson Lane Lease, to wit, a
“Site Plan Contingency” and a “SNDA Contingency” (collectively, the
“Contingencies”). The parties hereto agree that to the extent Tenant exercises
its right to terminate the 2 Emerson Lane Lease pursuant to either of the
Contingencies, then this Lease Termination Agreement shall immediately be
rendered null and void and without force and effect, and the Lease of Demised
Premises referenced in this Lease Termination Agreement shall be deemed
reinstated and shall continue in full force and effect consistent with its
terms and conditions. In such event, Tenant shall provide Landlord with the
security deposit (in the form of a Letter of Credit) stated in the amount in
paragraph 3 above,



 2
 









immediately upon reinstatement of this Lease as
provided herein. The parties agree that no documentation shall be necessary to
memorialize the continued validity of the Lease consistent with the terms of
this provision, however, at the election of either party, the other shall
execute such documentation as is reasonably requested to memorialize same.


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

  
	
   

  	
   

  	
   

  	
   

  	
  (“Landlord”)

  
	
   

  	
   

  	
   

  	
  BY: 

  	
  HARTZ MOUNTAIN INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
  (“general partner”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BY: 

  	
  /s/ Irwin A. Horowitz

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Irwin A. Horowitz, Executive Vice President

  



 


	
   

  	
   

  	
   

  	
   

  	
  CHILDREN’S PLACE SERVICES

  COMPANY, LLC

  
	
   

  	
   

  	
   

  	
   

  	
  (“Tenant”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BY: 

  	
  /s/ Steven Balasiano

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
           STEVEN
  BALASIANO

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Sr. Vice President &
  General Counsel

  
							



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.



 3