EXHIBIT 10.1
SUBLEASE TERMINATION AGREEMENT
This Sublease Termination Agreement (the "Agreement") is made as of March 27,
2001 by and between SK Telecom International, Inc., a Delaware corporation (the
"Sublandlord") and Vizacom Inc., a Delaware corporation (the "Subtenant"), with
reference to the following Recitals:
R E C I T A L S
WHEREAS, Sublandlord and Subtenant are parties to that certain Sublease
dated as of July, 1999 (the "Sublease"), pursuant to which Sublandlord subleases
to Subtenant certain premises at Glenpointe Centre East, Teaneck, New Jersey,
more fully described on Exhibit B to the Sublease (the "Premises"); and
WHEREAS, although the term of the Sublease is through February 28, 2003,
Subtenant desires to vacate the premises on March 31, 2001 (the "Sublease
Termination Date"); and
WHEREAS, Systematic Financial Management, L.P. ("Systematic") desires to
sublease the Premises, effective April 1, 2001 (the "New Sublease Commencement
Date").
NOW, THEREFORE, in consideration of the foregoing Recitals, and for the
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sublandlord and Subtenant hereby agree as follows:
1. Sublandlord and Subtenant hereby agree that the Sublease and all rights
and obligations of Sublandlord and Subtenant thereunder shall terminate as of
11:59 p.m., New York time, on the date immediately preceding the New Sublease
Commencement Date, provided that Sublandlord and Systematic have (a) executed a
Sublease Agreement for the Premises (the "New Sublease") on such terms and
conditions as are acceptable to Sublandlord and that Sublandlord's landlord has
consented to the New Sublease, (b) Systematic has deposited such security as is
required by the New Sublease, (c) Systematic has paid the first month's rent
under the New Sublease and (d) Systematic is not in default under the New
Sublease.
2. Subtenant expressly understands and agrees that it shall be obligated to
fully comply with all terms and conditions of, and to perform all of its
obligations under the Sublease, through the Sublease Termination Date.
3. Subtenant acknowledges that the execution by Sublandlord of the New
Sublease shall not be construed as a waiver by Sublandlord of any of its rights
or remedies accruing with respect to the Sublease prior to the New Sublease
Commencement Date. Further, Subtenant acknowledges and agrees that Sublandlord's
obligations under the New Sublease are conditioned upon Subtenant's full
satisfaction of all obligations arising under the Sublease through the Sublease
Termination Date.
EXHIBIT 10.1
4. On or before the Sublease Termination Date, Subtenant shall vacate the
Premises, causing all other persons and entities in occupancy or claiming any
right of occupancy or possession in the Premises, if any, to remove therefrom
and shall remove all of Subtenant's furniture, furnishings, office equipment and
other articles of moveable property from the Premises. Subtenant shall
immediately, at its expense, repair any damage to the Premises or the Building
caused by such removal. Subtenant shall deliver possession of the Premises to
Sublandlord broom clean, free of damage and free of any tenancies or other
occupancies, free of all liens, encumbrances, rights and privileges of any kind
or nature whatsoever. In the event Subtenant fails to vacate the Premises and
deliver the Premises to Sublandlord in the condition required by this Agreement,
Sublandlord shall have all remedies available under the Sublease, at law or in
equity.
5. Subtenant confirms that, as of the date of its execution of this
Agreement, there exist no breaches or defaults under the Sublease, and Subtenant
has no outstanding claim against Sublandlord or any other party with respect
thereto. Effective as of the Sublease Termination Date, Subtenant hereby
releases Sublandlord and its successors and assigns from all claims, obligations
and liabilities of every kind and nature whatsoever arising out of or in
connection with, the Premises or the Sublease.
6. Subtenant warrants and represents to the Sublandlord that no person or
entity other than Subtenant has any right, title or interest in, or lien upon,
the Subtenant's interest under the Sublease. Subtenant has full right, power and
authority to execute this Agreement.
7. Subtenant warrants that it is solvent and that Subtenant has not filed
or made an application for a consent to the appointment of a receiver for itself
or its assets.
8. Subtenant represents and warrants to Sublandlord that it has not dealt
with any broker other than Xxxxxxx and Xxxxxxxxx in connection with this
Agreement. Subtenant shall pay Xxxxxxx and Wakefield all commissions and other
fees due it on account of this Agreement and hereby agrees to indemnify and hold
Sublandlord harmless from and against any and all loss, costs, damage and
expense, including, without limitation, reasonable attorneys fees and
disbursements, incurred by Sublandlord by reason of any claims of, or liability
to, any broker who shall claim to have dealt with it in connection with this
Agreement. The provisions of this paragraph 8 shall survive the surrender of the
Premises and the termination of the Sublease.
9. Subtenant warrants that it has not caused to be performed on the
Premises any work or improvement for which it has not paid in full.
10. Upon satisfaction of the conditions of this Agreement, Sublandord shall
deliver to Subtenant a letter unconditionally releasing the Letter of Credit
that Subtenant provided to Sublandlord as Security for the Sublease.
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EXHIBIT 10.1
11. This Agreement contains the entire agreement and understanding of the
parties with respect to the subject matter hereof. This Agreement may not be
amended or modified except by a writing signed by the Sublandlord and Subtenant.
12. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which when taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed, or caused their duly
authorized representatives to execute, this Agreement as of the date first
written above.
SK TELECOM INTERNATIONAL, INC.
By: /s/ Moon Xxx Xxx
Name: Moon Xxx Xxx
Title: Vice President
VIZACOM INC.
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxx X.Xxxxxxxxxx
Title: CFO
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