Exhibit 10.1
CANCELLATION AGREEMENT
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AGREEMENT made as of the 9th day of July, 1998, between EMPIRE STATE
BUILDING COMPANY, a partnership with an office at 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (hereinafter called "LANDLORD"), and STAGE II APPAREL CORP., a
corporation having an office at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx,
hereinafter called "TENANT").
WITNESSETH:
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WHEREAS, Landlord and Tenant are respectively the landlord and tenant
under that certain lease, dated as of January 17, 1995, covering certain
premises designated as Rooms 901-913 and 931-936, in the building known as
the Empire Xxxxx Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, which lease
was modified by a certain Lease Modification Agreement, dated as of January
23, 1997 (which lease, as so modified, is hereinafter called the "LEASE"); and
WHEREAS, the parties hereto wish to cancel the Lease on the terms and
conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The term of the Lease is hereby cancelled effective as of July 15,
1998 (the "Cancellation Date"), and shall cease and come to an end on that
day with the same force and effect as though that were the original date set
forth in the Lease for the expiration of its term, and Tenant shall deliver
vacant, broom clean possession of the demised premises to Landlord, on or
before the Cancellation Date, in accordance with the terms of the Lease.
Notwithstanding the foregoing, Tenant's obligation to pay rent and escalation
additional rent under the Lease shall end as of June 30, 1998.
2. Upon such cancellation and surrender of possession, neither party
shall have any obligation to the other under the Lease, except for the
cancellation fee hereinafter described in Article 3 of this Agreement.
3. In consideration of Landlord's agreement to cancel the Lease,
Tenant shall pay Landlord a cancellation fee in the sum of $324,998.98. Such
cancellation fee shall be payable in four (4) equal installments of
$81,249.75 each, the first of which shall be due upon the execution and
delivery of this Agreement by Tenant, and the remaining three of which shall
be due on August 1, 1998, September 1, 1998 and October 1, 1998.
4. This Agreement shall not in any way bind Landlord until such time
as it has been executed by Tenant, and has been executed by Landlord and
delivered to Tenant.
5. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective legal representatives, successors and
permitted assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
WITNESS (Landlord): Landlord:
EMPIRE STATE BUILDING COMPANY
By: HELMSLEY-SPEAR, INC., AS AGENT
/s/ Illegible By: /s/ Xxxx X. Xxxxxxx, Xx.
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Name: Xxxx X. Xxxxxxx, Xx.
Title: Senior Vice President
WITNESS (Tenant) STAGE II APPAREL CORP.
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx
Controller Title: Chief Executive Officer
GUARANTY
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The undersigned Guarantor guarantees to Landlord, Landlord's successors
and assigns, the full performance and observance of all the agreements to be
performed and observed by Tenant in the aforedescribed Cancellation
Agreement, including the payment of the cancellation fee thereunder, without
requiring any notice to Guarantor of nonpayment, or nonperformance, or proof,
or notice of demand, to hold the undersigned responsible under this Guaranty,
all of which the undersigned hereby expressly waives and expressly agrees
that the legality of this Guaranty and the agreements of the Guarantor under
this Guaranty shall not be ended, or changed by reason of the claims to
Landlord against Tenant of any of the rights or remedies given to Landlord as
agreed in the aforedescribed Cancellation Agreement. The Guarantor further
agrees that this Guaranty shall remain and continue in full force and effect
as to any change or extension of said Cancellation Agreement. As a further
inducement to Landlord to make said Cancellation Agreement, Landlord and
Guarantor agree that in any action or proceeding brought by either Landlord
or the Guarantor against the other on any matters concerning said
Cancellation Agreement or of this Guaranty that Landlord and the undersigned
shall and do waive trial by jury.
Dated: /s/ Xxxxxxx Xxxxxxx
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Guarantor
Guarantor's Residence: 000 Xxxx Xxxxx
Xxxx Xxxxx, XX 00000
On this 10 day of July, 1998, before me personally came Xxxxxxx Xxxxxxx to me
know and know to be to be the individual described in, and who executed the
foregoing Guaranty and acknowledged to me that he executed the same.
/s/ Xxxxx Xxxxx Xxxxx
[SEAL OF THE NOTARY] ----------------------------------
Notary
