GENERAL RELEASE
TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT in
consideration of the mutual releases contained herein and other good and
valuable consideration, receipt whereof is hereby acknowledged, CYGNE DESIGNS,
INC. ("Cygne") and XXXX, XXXXXX AND XXXXXX, INCORPORATED ("FWM"; Cygne and FWM
are hereinafter collectively referred to as "Tenant") and X.X. XXXXX OPERATING
PARTNERSHIP, L.P., a limited partnership ("Owner") hereby mutually release and
discharge the other parties hereto and such other parties' respective partners,
shareholders, officers, members, employees, representatives, agents, successors
and assigns (other than AnnTaylor, Inc. and AnnTaylor, Inc.'s successors and
assigns, hereinafter collectively referred to as the "AnnTaylor Entities") from
all actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims and demands whatsoever, in law, admiralty or equity, which
Tenant or Owner or their respective partners, shareholders, officers, members,
employees, representatives, agents, successors and assigns (other than the
AnnTaylor Entities) ever had, now have or hereafter can, shall or may have
against the other for, upon, or by reason of any matter, cause or thing arising
under or in connection with the lease, demise, license, possession, use and/or
occupancy of any space in the building located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx and/or any guaranty by Cygne or FWM in connection with any of the
foregoing, including, without limitation (a) that certain agreement of lease
dated as of August 16,1991 between Nineteen New York Properties Limited
Partnership ("19NY") as landlord, and Cygne, as tenant (such lease, as amended,
severed and .assigned is hereinafter referred collectively to as the "Cygne
Lease"); (b) that certain agreement of lease dated as of June 24,1994 between
19NY and FWM (such lease, as same has been amended, split and severed is
hereinafter referred to as the "FWM Lease"; the Cygne Lease and the FWM Lease
are hereinafter collectively referred to as the "Leases"); (c) that certain
guaranty of the FWM Lease dated as of June 24,1994 given by Cygne to 19NY; and
(d) that certain Sixth Amendment and Severance of Lease dated as of September
1996 between 1372 Broadway LLC and Cygne; from the beginning of the world to the
date of this Release. In further consideration of the foregoing releases, Xxxxxx
agrees that Tenant shall pay Owner, simultaneously with its execution of this
Release, $175,000.00 (the "Release Payment"), which Release Payment shall be
deemed earned in full by Owner on receipt thereof.
Whenever the text hereof requires, the use of singular number shall include
the appropriate plural number as the text of the within instrument may require.
The provisions and conditions set forth in this Release shall be binding
upon and inure to the benefit of Tenant and Owner and their respective partners
owners directors, shareholders, officers, members, affiliates, legal
representatives employees, representatives, agents, successors and assigns.
This Release may not be changed orally.
IN WITNESS WHEREOF, Xxxxx, FWM and Owner have cause this Release to be
executed on this 1st day of March, 1999.
CYGNE DESIGNS, INC.
By: /s/ Xxx X. Xxxxx
---------------------------------
Xxx X. Xxxxx
Vice President
XXXX, XXXXXX AND XXXXXX INCORPORATED
By: /s/ Xxx X. Xxxxx
--------------------------------
Name: Xxx X. Xxxxx
Title: Vice President
X.X. XXXXX OPERATING PARTNERSHIP, L.P.
By: X.X. Xxxxx Realty Corp., its general partner
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: EVP
2
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 1st day of March, 1999 before me personally came Xxx X. Xxxxx, to me
known, who being by me duly sworn, did depose and say that he resides at 0000
Xxxxxxxx XX; that he is the Vice President of Cygne Designs, Inc. the
corporation described in and which executed the above instrument; and that he
signed his name thereto by order of the Board of Directors of said corporation.
[NOTARY STAMP]
X. XXXXXX XXXXXXX, XX.
Notary Public, State of New York
No. 02MA5047468 /s/ X. Xxxxxx Xxxxxxx, Xx.
Qualified in New York County ------------------------------
Commission Expires Aug. 7, 1999 Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 1st day of March, 1999 before me personally came Xxx X. Xxxxx, to me
known, who being by me duly sworn, did depose and say that he resides at 0000
Xxxxxxxx XX; that he is the Vice President of Xxxx, Xxxxxx and Xxxxxx
Incorporated, the corporation described in and which executed the above
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
[NOTARY STAMP]
X. XXXXXX XXXXXXX, XX.
Notary Public, State of New York
No. 02MA5047468 /s/ X. Xxxxxx Xxxxxxx, Xx.
Qualified in New York County ------------------------------
Commission Expires Aug. 7, 1999 Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On 2nd day of March, 1999, personally appeared before me Xxxxxxxx X Xxxxxxx, to
me known, who being duly sworn, did depose and say that he resides at 000 X.
00xx Xx. XXX, that he is the Exec. Vice President of XX Xxxxx Realty, Corp. the
corporation described in and which executed the foregoing instrument; which
corporation is the general partner of the partnership which executed the
foregoing instrument; that the execution of the instrument by Xxxxxxxx X Xxxxxxx
was duly authorized according to the Articles of Partnership; that the general
partner, executed the instrument on behalf of the said partnership pursuant to
said authorization and that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the board of directors of said corporation, and that he signed his name
thereto by like order.
/s/ Xxxxx Xxx Xxxx
------------------------------
Notary Public
[NOTARY STAMP]
Xxxxx Xxx Xxxx
Notary Public, State of New York
No. 00-0000000
Qualified in New York County
Commission Expires May 31, 2000
