EXHIBIT 10.68


 


GUARANTY


 


THIS GUARANTY is made
this 12th day of March, 2009, by The Children’s Place Retail Stores, Inc.,
a Delaware corporation, with an address of 915 Secaucus Road, Secaucus, New
Jersey 07094 (“Guarantor”)


 


WHEREAS, 500 Plaza Drive
Corp., a New Jersey corporation with an office at 400 Plaza Drive, P.O. Box
1515, Secaucus, New Jersey 07094-1515 (“Landlord”) has leased certain premises
located in Secaucus, New Jersey to The Children’s Place Services Company, LLC,
a Delaware limited liability company (“Tenant”) pursuant to a Lease Agreement (“Lease”)
of even date herewith, to which this Guaranty is attached; and


 


WHEREAS, Landlord has
refused to enter into the Lease unless the Guarantor executes and delivers this
Guaranty; and


 


WHEREAS, in order to
induce Landlord to enter into the Lease, the Guarantor has agreed to guarantee
the payment of Rent and any other charges provided for in the Lease and the
performance by Tenant of all the covenants to be performed and observed on its
part pursuant to the Lease.


 


NOW THEREFORE, in
consideration of the premises and of the sum of Ten Dollars ($10.00) paid to
Guarantor, the receipt and sufficiency of which are hereby acknowledged, the
terms of the Guaranty are as follows:


 


1.                                       The
Guarantor agrees that the obligation of the Guarantor is a primary and
unconditional obligation, and the Guarantor unconditionally and absolutely
guarantees the due and punctual payment of the Rent, the Additional Charges and
any other moneys due or which may become due pursuant to the terms of the
Lease, and the due and punctual performance and observance by the Tenant of all
the terms, covenants and conditions of the Lease whether according to the
present terms thereof, or pursuant to any extension of time or any change or
changes in the terms, covenants and conditions thereof now or at any time
hereafter made or granted.  The liability
of the Guarantor hereunder shall be enforceable against the Guarantor without
the necessity for any suit or proceedings on the Landlord’s part of any kind or
nature whatsoever against the Tenant.


 


2.                                       The
Guarantor, without affecting the Guarantor’s obligations hereunder in any
respect, hereby waives notice of the acceptance of this Guaranty by the
Landlord; notice of presentment, diligence, demand for payment, nonpayment,
protest, notice of dishonor, extension of time of payment, and indulgences and
notices of every kind.


 


3.                                       The
Guarantor, without affecting the Guarantor’s obligations hereunder in any
respect, hereby consents to the acceptance or release of security, the release
or addition of parties liable under the Lease, any and all forbearances and
extensions of the time of payment of Rent, and any and all changes in the
terms, covenants and conditions of the Lease, and any extension or renewal of
the 


 

















 


Term of the Lease, any
assignment or transfer of the Lease by Tenant and any consents given by
Landlord hereafter made or granted; it being the intention hereof that the
Guarantor shall remain liable in principal until the full amount of the Rent
and any other sums due or to become due under the Lease shall have been fully
paid and the terms, covenants and conditions shall have been fully performed
and observed by the Tenant, notwithstanding any act, omission or thing which
might otherwise operate as a legal or equitable discharge of the Guarantor.


 


4.                                       The
Guarantor hereby waives all defenses, offsets or counterclaims which the
Guarantor or the Tenant may at any time have in connection with the Lease.


 


5.                                       Until
all the covenants and conditions in said Lease on the Tenant’s part to be
performed and observed are fully performed and observed, the Guarantor: (a) shall
have no right of subrogation against the Tenant by reasons of any payments or
acts of performance by the Guarantor hereunder; (b) waives any right to
enforce any remedy which the Guarantor now or hereafter shall have against the
Tenant by reason of any one or more payment or acts of performance in
compliance with the obligations of the Guarantor hereunder; and (c) subordinates
any liability or indebtedness of the Tenant arising out of the Lease or this
Guaranty now or hereafter held by the Guarantor to the obligations of the
Tenant to the Landlord under said Lease.


 


6.                                       The
Guarantor agrees that this Guaranty may be enforced by Landlord without first
resorting to or exhausting any other remedy.


 


7.                                       The
Guarantor agrees that the Guarantor’s obligation to make payment in accordance
with the terms of this Guaranty shall not be limited, modified, changed,
released or impaired in any manner whatsoever by any impairment, modification,
change, release or limitation of the liability of Tenant or its estate in
bankruptcy or the rejection or disaffirmance of the Lease resulting from the
operation of any present or future provision of the United States Bankruptcy
Code or other similar statute, or from the decision of any court or from the
cessation from any cause whatsoever of the liability of Tenant.


 


8.                                       The
Guarantor agrees that in the event this Guaranty is placed in the hands of an
attorney for enforcement, the Guarantor will reimburse Landlord for all
expenses incurred in enforcing this Guaranty, including reasonable attorney’s
fees and court costs.


 


9.                                       The
Guarantor agrees that this Guaranty shall inure to the benefit of the Landlord
and shall be binding upon and enforceable by Landlord and any successor to
Landlord against the Guarantor and the Guarantor’s successors and assigns.  The Landlord shall have the right to assign
and transfer this Guaranty to any assignee of Landlord’s interest under this
Lease.


 


10.                                 This
Guaranty shall be governed by and construed and interpreted in accordance with
the laws of the State of New Jersey. 
Guarantor hereby irrevocably agrees that any legal action or proceeding
arising out of or relating to this Guaranty may be brought in the Courts of the
State of New Jersey, or the Federal District Court for the District of New
Jersey, as Landlord may elect.  By
execution and delivery of this Guaranty, Guarantor hereby irrevocably accepts
and submits generally 


 


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and unconditionally for
itself and with respect to its properties, to the jurisdiction of any such
court in any such action or proceeding, and hereby waives in the case of any
such action or proceeding brought in the courts of the State of New Jersey, or
Federal District Court for the District of New Jersey, any defenses based on
jurisdiction, venue or forum non conveniens.


 


11.                                 If
any provision or portion thereof of this Guaranty is declared or found by a
court of competent jurisdiction to be unenforceable or null and void, such
provision or portion thereof shall be deemed stricken and severed from this
Guaranty and the remaining provisions and portions thereof shall continue in
full force and effect.


 


12.                                 Capitalized
terms not defined herein shall be construed as defined in the Lease.


 


13.                                 Attached
hereto is a certified copy of Guarantor’s corporate resolution authorizing the
execution and delivery of this Guaranty.


 


IN WITNESS WHEREOF, the
Guarantor has executed this instrument the day and year first above written.


 


 


	
  ATTEST/WITNESS

  	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE CHILDREN’S PLACE
  RETAIL STORES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  /s/ Charles Crovitz

  
	
   

  	
   

  	
   

  	
  Name: Charles Crovitz

  
	
   

  	
   

  	
   

  	
  Title: Interim Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  /s/ Susan J. Riley

  
	
   

  	
   

  	
   

  	
  Name: Susan J. Riley

  
	
   

  	
   

  	
   

  	
  Title: Executive Vice
  President

  



 


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