Exhibit 10.16


LEASE MODIFICATION
AGREEMENT


THIS LEASE MODIFICATION AGREEMENT, made this 27th day of November, 2006 by and 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 (hereinafter referred to as “Landlord”) and THE CHILDREN’S PLACE SERVICES  COMPANY, LLC,  a
Delaware limited liability company, having an office at 2 Emerson Lane,
Secaucus, New Jersey (hereinafter referred to as “Tenant”).


WITNESSETH:


WHEREAS, by Lease dated May 3, 2006, Landlord leased to Tenant and Tenant hired
from Landlord 245,200 square feet of Floor Space located at 2 Emerson Lane,
Secaucus, New Jersey (hereinafter the “Original Demised Premises”); and


WHEREAS, Landlord and Tenant wish to modify the Lease to, inter  alia,
increase the Floor Space leased by Tenant at 2 Emerson Lane, Secaucus, New
Jersey, and amend the Lease accordingly;


NOW, THEREFORE, for and in consideration of the Lease, the
mutual covenants herein contained and the consideration set forth herein, the
parties agree as follows:


1.         Preamble. The
foregoing preambles are hereby incorporated by reference herein and made a part
hereof.


2.         Additional Premises:
Landlord agrees to lease to Tenant and Tenant agrees to hire from Landlord the
Additional Premises, which Additional Premises constitute 37,974 square feet of
Floor Space, and which Additional Premises are outlined in red on Exhibit A
annexed hereto and made apart hereof. Effective upon the Commencement Date of
the Additional Premises (defined below), the “Demised Premises,” as that term
is used throughout the Lease, shall be deemed to include both the Original
Demised Premises and the Additional Premises and shall constitute a total of
283,174 square feet of Floor Space.


3.         Term of Lease of
Additional Premises: The Term of the Lease of the Additional Premises shall
commence on January 1, 2008 (the “Additional Premises Commencement Date”) and
shall expire on the Expiration Date set forth in Article 1.01 M. of the Lease.


4.         Fixed Rent for the Additional
Premises. The Fixed Rent for the Additional Premises shall be an amount at
the annual rate set forth below; each multiplied by the Floor Space of the
Additional Premises.




	
  Year 1

  	
   

  	
  $

  	
  12.00 per square
  foot

  	
   

  
	
  Year 2

  	
   

  	
  $

  	
  12.36 per square
  foot

  	
   

  
	
  Year 3

  	
   

  	
  $

  	
  12.73 per square
  foot

  	
   

  
	
  Year 4

  	
   

  	
  $

  	
  13.11 per square foot

  	
   

  






 



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  Year 5

  	
   

  	
  $

  	
  13.51 per square
  foot

  	
   

  
	
  Year 6

  	
   

  	
  $

  	
  13.85 per square
  foot

  	
   

  
	
  Year 7

  	
   

  	
  $

  	
  14.19 per square
  foot

  	
   

  
	
  Year 8

  	
   

  	
  $

  	
  14.55 per square
  foot

  	
   

  
	
  Year 9

  	
   

  	
  $

  	
  14.91 per square
  foot

  	
   

  
	
  Year 10

  	
   

  	
  $

  	
  15.29 per square
  foot

  	
   

  
	
  Year 11

  	
   

  	
  $

  	
  15.67 per square
  foot

  	
   

  
	
  Year 12

  	
   

  	
  $

  	
  16.06 per square
  foot

  	
   

  
	
  Year 13

  	
   

  	
  $

  	
  16.46 per square
  foot

  	
   

  
	
  Year 14

  	
   

  	
  $

  	
  16.87 per square
  foot

  	
   

  
	
  Year 15

  	
   

  	
  $

  	
  17.30 per square foot

  	
   

  






 


5.         Permitted Uses: The Additional
Premises shall be used for the Permitted Uses set forth in Article 1.01 Y of
the Lease. So long as permitted by applicable Legal Requirements, all or a
portion of the Additional Premises may also be used for the retail sale of
infant’s, children’s and pre-teen clothing and footwear and related
accessories, including toys.


6.         Tenant’s Fraction: Effective
upon the Commencement Date of the Additional Premises, Tenant’s Fraction shall
be deemed to be 100%; Article 1.01 KK. of the Lease shall be deemed so amended.


7.         Building Fraction: Effective
upon the Commencement Date of the Additional Premises, the Building square
footage referenced in Article 1.01 F. of the Lease shall be amended from “282,499”
square feet to “283,174” square feet.


8.         AS IS Condition: Landlord shall
deliver and Tenant agrees to accept the Additional Premises in “AS IS”
condition. Landlord shall not be required to perform any work in and to the
Additional Premises.


9.         Security: On or prior to the Commencement
Date of the Additional Premises, Tenant shall deliver to Landlord an additional
Letter of Credit, or an amendment to the existing Letter of Credit, increasing
the Security to be held by Landlord pursuant to the Lease by the amount of
$39,265.00 such that the total Security to be held by Landlord (in the form of
a Letter or Letters of Credit) is $292,842.00.


10.       Renewal Option: Reference is made
to Article R.2.of the Lease. Tenant shall have comparable rights to extend the
term of its lease of the Additional Premises as are set forth in Article R.2.
of the Lease with respect to the Original Demised Premises, provided, however,
the Fixed Rent for all Extended Periods as it relates to the Additional
Premises shall be at Fair Market Value [as that term is defined in Article R.2
(3)(d)] and shall take into account the considerations set forth in Article R.2
(3)(e) [i.e. the highest and best use for the Additional Premises]; in no event
shall any Fixed Rent with respect to the Additional Premises during the
Extended Period(s) be less than the Fixed Rent paid by Tenant for the
Additional Premises during the last year of the Term (and any extension
thereof) immediately preceding any such Extended Period.



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11.       Broker:
Notwithstanding anything contained in the Lease or this Lease Modification
Agreement to the contrary, Tenant shall be responsible for any all brokerage
fees, commissions or other expenses in any way related to or arising out of
this Lease Modification Agreement or the transaction memorialized hereby.
Tenant agrees to indemnify and hold harmless Landlord against and from any
claims for any brokerage commissions and all costs, expenses and liabilities in
connection therewith, including, without limitation, attorneys’ fees and
expenses, arising out of or in any way related to this Lease Modification
Agreement. Article 1.01 D. of the Lease and the last sentence of Article 31 of
the Lease shall not apply with respect to this Lease Modification Agreement.


12.       Deletion of Lease
Provisions: Effective upon execution of this Lease Modification Agreement,
Articles R.3 and R.5. of the Lease shall be deemed deleted and of no further
force and effect.


13.       Binding Effect.
Except as modified herein, the terms, conditions and covenants of the Lease
shall remain in full force and effect and shall be binding upon and inure to
the benefit of Landlord, Tenant and their respective successors and permitted
assigns. The paragraph headings herein contained are for convenience and shall
not be deemed to govern or control the substance hereof.


14.       Governing Law.
This Agreement shall be governed and construed under the laws of the State of
New Jersey.


15.       Inconsistency.
Except as modified herein, the terms, conditions and covenants of the Lease
shall remain unchanged and otherwise in full force and effect, and are hereby
ratified and reaffirmed. In the event of an inconsistency between this Lease
Modification Agreement and the Lease, the terms herein shall control.


16.       Fixed Rent for the
Original Demised Premises: Effective upon execution of this Lease
Modification Agreement, the annual Fixed Rent for the Original Demised Premises
shall be as set forth below (and Article 1.10 N. of the Lease shall be deemed
so amended); in each instance the annual Fixed Rent set forth below shall be
multiplied by the square footage of Floor Space of the Original Demised
Premises:




	
  Year l

  	
   

  	
  $

  	
  5.00 per square
  foot

  	
   

  
	
  Year 2

  	
   

  	
  $

  	
  5.15 per square
  foot

  	
   

  
	
  Year 3

  	
   

  	
  $

  	
  5.30 per square
  foot

  	
   

  
	
  Year 4

  	
   

  	
  $

  	
  5.46 per square
  foot

  	
   

  
	
  Year 5

  	
   

  	
  $

  	
  5.63 per square
  foot

  	
   

  
	
  Year 6

  	
   

  	
  $

  	
  5.77 per square
  foot

  	
   

  
	
  Year 7

  	
   

  	
  $

  	
  5.91 per square
  foot

  	
   

  
	
  Year 8

  	
   

  	
  $

  	
  6.06 per square
  foot

  	
   

  
	
  Year 9

  	
   

  	
  $

  	
  6.21 per square
  foot

  	
   

  
	
  Year 10

  	
   

  	
  $

  	
  6.37 per square
  foot

  	
   

  






 



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  Year 11

  	
   

  	
  $

  	
  6.56 per square
  foot

  	
   

  
	
  Year 12

  	
   

  	
  $

  	
  6.75 per square
  foot

  	
   

  
	
  Year 13

  	
   

  	
  $

  	
  6.96 per square
  foot

  	
   

  
	
  Year 14

  	
   

  	
  $

  	
  7.17 per square
  foot

  	
   

  
	
  Year 15

  	
   

  	
  $

  	
  7.38 per square
  foot

  	
   

  






 


IN
WITNESS WHEREOF, the parties hereto have caused this Lease
Modification Agreement to be duly executed as of the day and year first above
written.


	
  

  	
   

  	
  HARTZ MOUNTAIN METROPOLITAN

  
	
   

  	
  By:

  	
  HARTZ MOUNTAIN INDUSTRIES, INC.

  
	
   

  	
   

  	
  (“Landlord”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irwin A. Horowitz

  
	
   

  	
   

  	
  Irwin A. Horowitz

  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE CHILDREN’S PLACE SERVICES

  COMPANY , LLC

  
	
   

  	
   

  	
  (“Tenant”)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neal Goldberg

  
	
   

  	
   

  	
  Neal Goldberg

  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Balasiano

  
	
   

  	
   

  	
  Steven Balasiano

  Senior 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.



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