Exhibit 10.3
FIRST LEASE MODIFICATION AGREEMENT
THIS FIRST LEASE MODIFICATION
AGREEMENT, made this 27th
day of August, 2009 by and between 500 PLAZA DRIVE CORP. , a
New Jersey corporation, having an office at 400 Plaza Drive,
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 915 Secaucus Road, Secaucus, New Jersey (hereinafter
referred to as “Tenant”).
WITNESSETH:
WHEREAS, by Agreement of Lease dated March 12, 2009,
as amended and/or supplemented by (i) that certain Guaranty
(the “Guaranty”) of The Children’s Place Retail
Stores, Inc. (the “Guarantor”) dated
March 12, 2009, (ii) that certain Letter Agreement among
Landlord, Tenant and Guarantor dated February 19, 2009, and
(iii) that certain letter from Landlord to Tenant dated
May 5, 2009 (such agreements collectively referred to as the
“Lease”), Landlord leased to Tenant and Tenant hired
from Landlord 119,979 square feet of Floor Space (hereinafter
referred to as the “Original Demised Premises”) located
at 500 Plaza Drive in Secaucus, New Jersey (hereinafter referred to
as the “Building”); and
WHEREAS, Landlord and Tenant wish to modify the Lease to
reflect, inter alia , Tenant’s lease of additional
space in the Building, and to 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.
Same Meaning . Except as otherwise expressly
set forth herein, capitalized terms referenced in this First Lease
Modification Agreement shall have the meanings ascribed in the
Lease.
2.
Additional Premises/Rights to Install Generator :
Landlord hereby leases to Tenant, and Tenant hereby hires
from Landlord 17,544 square feet of Floor Space representing a
portion of the fifth (5 th ) floor
of the Building (hereinafter referred to as the “Additional
Premises”). The Additional Premises are outlined in bold on
the floor plan attached hereto as Exhibit A. Except as
expressly provided herein, effective upon the Additional Premises
Commencement Date (as that term is defined below), the Demised
Premises will be deemed to include (and any reference in the Lease
to the term “Demised Premises” shall be deemed to
incorporate) the Original Demised Premises and the Additional
Premises. Effective upon the Additional Premises Commencement Date,
the Demised Premises will, in the aggregate, contain 137,523 square
feet of Floor Space. Article 1.01 M. of the Lease shall be
deemed so amended. Landlord further agrees to grant Tenant the
right to use the existing generator located on the grade level of
the Building subject to and in accordance with the terms and
conditions of that certain Tri-Party Agreement (the
“Tri-Party Agreement”) among Landlord, Tenant and AXA
Equitable Life Insurance Co. (“AXA”); provided,
however, in the event the Tri-Party Agreement is not so executed
among Landlord, Tenant and AXA,
1
Tenant shall have the right to install a new
generator (the “New Generator”) under the Building at a
location mutually agreed upon by Landlord and Tenant (provided the
same shall be within the area of one or more of Tenant’s
exclusive parking spaces under the Building). The installation of
the New Generator shall be deemed an alteration requiring
Landlord’s consent under the Lease, which consent shall not
be unreasonably withheld or delayed, and Tenant shall be obligated
to deliver for Landlord’s approval complete plans and
specifications for the New Generator (as well as the related fuel
tanks, connective wiring and means and method of enclosing the New
Generator) prior to installation thereof. Tenant shall be
solely responsible for all costs associated with the installation,
maintenance and repair of the New Generator (as well as any fuel
storage tank attendant thereto) as well as all mechanical
connections related thereto. Tenant shall also be responsible
for the cost of all repairs to the areas immediately surrounding
the New Generator (and attendant fuel tank) as a result of the
installation, maintenance and operation of the New Generator and
attendant fuel tank. Tenant shall indemnify and hold Landlord
any all Superior Lessors and Superior Mortgagees harmless from all
loss, damage, cost, liability and expense arising out of or related
to the installation, maintenance and operation of the New Generator
or any fuel tank attendant thereto and for all equipment related
thereto. In no event shall Landlord be responsible for any damages
or abatements arising out of the failure or inoperability of such
systems or equipment. Tenant shall not be obligated to remove the
New Generator upon the expiration or earlier termination of the
Lease so long as the New Generator is in good working condition
upon the expiration or earlier termination of the Lease. If
the New Generator is not in good working condition upon the
expiration or earlier termination of the Lease, Tenant shall be
obligated to remove same upon the expiration or earlier termination
of the Lease at Tenant’s sole cost and expense and in
accordance with applicable Legal Requirements.
3.
Additional Premises Commencement Date: The
Term of the lease of the Additional Premises shall commence on
February 1, 2010 (said date, the “Additional Premises
Commencement Date”). Tenant’s obligation to pay Fixed
Rent, Real Estate Taxes, Operating Expenses, and all other charges
due under the Lease with respect to the Additional Premises shall
commence on the Additional Premises Commencement Date.
Article 1.01 K. of the Lease shall be deemed so
amended.
4.
Expiration Date of the Demised Premises : The
Term of the Lease of the Additional Premises shall expire on
May 31, 2024. The “Tenant’s Termination
Right,” referenced in Article 1.01 P. of the Lease,
shall not apply with respect to the Additional Premises.
Article 1.01 P. of the Lease shall be deemed so
amended.
5.
Fixed Rent: Commencing on the Additional
Premises Commencement Date, Tenant shall pay Fixed Rent with
respect to the Additional Premises as follows: For the period from
the Additional Premises Commencement Date until the day prior to
the fifth (5 th
) anniversary of the Additional
Premises Commencement Date, the Fixed Rent for the Additional
Premises shall be an amount at the annual rate of Twenty Seven and
50/100 ($27.50) Dollars multiplied by the Floor Space of the
Additional Premises; for the period from the fifth (5
th ) anniversary of the Additional Premises
Commencement Date until the day prior to the tenth (10
th ) anniversary of the Additional Premises
Commencement Date, the Fixed Rent for the Additional Premises shall
be an amount at the annual rate of Twenty Eight and 50/100 ($28.50)
Dollars multiplied by the Floor Space of the
2
Additional Premises; and for the period from the
tenth (10 th
) anniversary of the Additional
Premises Commencement Date until the Expiration Date, the Fixed
Rent for Additional Premises shall be an amount at the annual rate
of Thirty and 00/100 ($30.00) Dollars multiplied by the Floor Space
of Demised Premises. Article 1.01 Q. of the Lease shall be
deemed so amended.
6.
Base Year for the Additional Premises : The
Base Year for the Additional Premises shall be Calendar Year 2010.
Accordingly, when, in Articles 6.01 and 6.02 of the Lease, Landlord
is calculating Tenant’s Fraction of Operating Expenses and
Real Estate Taxes, a separate calculation shall be made for the
Additional Premises (as distinguished from
