EXHIBIT 10.26
SURRENDER AGREEMENT
AGREEMENT made as of this 23rd day of January, 2001 between
CFG/AGSCB 75 NINTH AVENUE, LLC., having an office c/o ATC Management, LLC, 88
Tenth Avenue, New York, New York 10011 ("Lessor") and DreamLife, Inc. (formerly
known as GHS, INC.) having an office at 75 Ninth Avenue, New York, New York
10011 ("Lessee").
W I T N E S S E T H :
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WHEREAS, Lessor's predecessor in interest, CFG/AGSCB CHELSEA NINTH
L.L.C, and Lessee executed that certain lease, dated as of May 21, 1999,
(hereinafter called the: "Lease"), covering a portion of the third (3rd) floor
as more particularly described in the Lease (the "Premises") in the building
known by the street address 75 Ninth Avenue, New York, New York (a/k/a Chelsea
Market) (hereinafter called the "Building"), for a term to expire on August 31,
2004;
and WHEREAS, Lessor and Lessee desire Lessee surrender the Premises
to Lessor as of the Surrender Date (as hereinafter defined) or earlier if Lessor
exercises its option to accelerate the Surrender Date as hereinafter provided,
and Lessor is willing to accept such surrender upon all of the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the mutual receipt and
legal sufficiency of which is hereby acknowledged, Lessor and Lessee, for
themselves, their legal representatives, successors and assigns, hereby agree as
follows:
1. Effective as of the surrender date which shall be six (6) months
from the date hereof ("Surrender Date"), Lessee shall vacate and surrender to
Lessor all of Lessee's right, title and interest in and to the Lease and the
Premises, to the intent and purpose that the estate of Lessee in and to the
Lease and the Premises shall be wholly extinguished as if the Surrender Date as
if the Surrender Date were the Expiration Date under the Lease, and Lessor shall
return the Security Deposit, if any, to Lessee as provided in the Lease.
2. During said six (6) month period from the date hereof, Lessor
shall have option to accelerate the termination of the Lease upon two (2)
month's notice given to Lessee in accordance with Article 28 of the Lease (the
"Termination Notice"), and upon the giving of the Termination Notice, the Lease
shall terminate on the accelerated surrender date (the "Accelerated Surrender
Date") in the same manner as if the Accelerated Surrender Date was the Surrender
Date.
3. In consideration of the granting to Lessor of the option to
terminate this Lease as of the Accelerated Surrender Date, Lessor shall pay to
Lessee on execution of this Agreement the sum of Seventy Five Thousand and
00/100 ($75,000.00) Dollars.
4. On the Surrender Date or the Accelerated Surrender Date, as the
case may be, the Premises shall be delivered to Lessor vacant and free and clear
of all occupancies and tenancies in accordance with the terms of Lease. Lessee
may also remove all of Lessee's movable trade fixtures, movable furniture and
movable
equipment from the Premises prior to the Surrender Date or the Accelerated
Surrender Date, as the case may be, and shall leave all property and fixtures
required to be left in the Premises pursuant to terms of Lease.
5. If Lessor shall exercise its option to terminate the Lease as of
the Accelerated Surrender Date Lessor shall, on the next business day following
the Accelerated Surrender Date, return the Security Deposit, if any, as provided
in the Lease and shall pay to Lessee a termination payment in the sum of
$340,000.00 provided that no such amount shall be due unless Lessee has vacated
the Premises on or before the Accelerated Surrender Date and Lessor shall. If
Lessor shall not exercise such option, then there shall be no such payment on
the Surrender Date.
6. This Agreement may not be changed orally, but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought. This Agreement shall not be binding
upon Lessor unless and until it has been executed by Lessor and delivered to
Lessee.
7. The covenants, conditions, provisions and agreements contained in
this Agreement shall bind and inure to the benefit of the parties hereto and
their respective legal representatives, successors and assigns.
8. Time is of the essence with respect to the surrender of the Lease
and Premises in accordance with this Agreement.
IN WITNESS WHEREOF, the parties hereto have respectively executed
this Agreement as of the day and year first above written.
CFG/AGSCB 75 NINTH AVENUE,
LLC., LANDLORD
By: ATC Management, LLC., As Agent
/s/ Cindy Mulraney By: /s/ Irwin B. Cohen
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Witness for Lessor Name: Irwin B. Cohen
Title: Manager
DREAMLIFE, INC. formerly known as
GHS, INC.,
/s/ [ILLEGIBLE] By: /s/ Philicia G. Levinson
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Witness for Lessee Name: Philicia G. Levinson
Title: Senior VP, Chief Financial
Officer