<PAGE>
EXECUTION COPY
FIRST AMENDMENT OF LEASE
THIS FIRST AMENDMENT OF LEASE ("AMENDMENT") is made as of the 1st
day
of April, 2004, by and between 345 W. 37TH
CORP., a New York corporation, having
an office at 341-345 West 37th Street, New
York, New York 10018 ("LANDLORD"),
and G-III LEATHER FASHIONS INC., a New York
corporation, having an office at 512
Seventh Avenue, New York, New York 10018
("TENANT").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Landlord and Tenant entered into a certain lease
("LEASE"),
dated as of February 1, 2003, pursuant to
which Landlord leased and demised to
Tenant, and Tenant hired and took from
Landlord, Suite 500 ("EXISTING PREMISES")
on the 5th Floor of the building
("BUILDING") known as 341-345 West 37th Street,
New York, New York; and
WHEREAS, Tenant desires to hire and take from Landlord additional
space
at the Building and to extend the Lease
term in connection therewith, and
Landlord desires to lease and demise to
Tenant such additional Building space
and to permit such Lease term extension;
and
WHEREAS, in connection with Tenant's lease of additional space at
the
Building and the parties' extension of the
Lease term, Tenant desires to modify
its rights under the Lease to reflect
Tenant's increased commitment to the
Building and Tenant's status as the tenant
occupying the most rentable square
footage thereat, and Landlord desires to
permit such Lease modification upon the
terms and conditions hereinafter set
forth;
NOW, THEREFORE, for good and valuable consideration, the receipt
and
sufficiency of which are hereby
acknowledged, Landlord and Tenant agree as
follows:
1. INCREASE SIZE OF PREMISES. Effective as
of April 1, 2004 ("NEW
PREMISES COMMENCEMENT DATE"), Landlord does
hereby lease and demise to Tenant,
and Tenant does hereby hire and take from
Landlord, subject and subordinate to
the Qualified Encumbrances (all
<PAGE>
capitalized terms used but not defined
herein shall have the respective meanings
ascribed thereto in the Lease) and upon and
subject to the provisions of the
Lease, for the term hereinafter stated,
certain first and second floor space at
the Building substantially as shown hatched
on the diagrams annexed hereto as
Exhibit A ("NEW PREMISES"). From and after
the New Premises Commencement Date,
the term "PREMISES", as that term is used
in the Lease, shall mean the Existing
Premises and the New Premises. The parties
hereto agree that as of the New
Premises Commencement Date, the Premises
will contain 10,100 rentable square
feet. Tenant hereby accepts the New
Premises in their "as is" condition as of
the date hereof.
2. LEASE TERM
EXTENSION. The Lease term shall be extended from the current
expiration date of January 31, 2006 until
January 31, 2014. Notwithstanding the
preceding sentence, from and after February
1, 2009, Tenant shall have the right
on such date and on each anniversary of
such date up to and including February
1, 2012, so long as Tenant is not then in
default beyond the expiration of any
applicable notice and cure periods set
forth in the Lease, to terminate the
Lease term by delivering written notice
("TERMINATION NOTICE") to Landlord. The
Termination Notice shall be effective not
less than one (1) year from the date
of delivery thereof to Landlord. In the
event Tenant shall deliver a Termination
Notice to Landlord in accordance with the
terms and provisions of this
paragraph, the term and estate granted
under the Lease shall expire as of the
date specified in the Termination Notice
with the same effect as if such date
were the date initially specified in the
Lease as the expiration date, and the
fixed rent and additional rent payable by
Tenant under this Lease shall be
apportioned as of such termination
date.
3. FIXED RENT
ADJUSTMENT. As of the New Premises Commencement Date, the per
annum fixed rental rate for the Premises
shall be as follows:
-2-
<PAGE>
(i) Ninety-Eight Thousand Five Hundred Dollars ($98,500) for
the
period from the
New Premises Commencement Date through January 31, 2006;
and
(ii) One Hundred Eleven Thousand One Hundred Dollars ($111,100)
for
the period
February 1, 2006 through January 31, 2014.
Notwithstanding the preceding sentence, so
long as Tenant is not then in default
beyond the expiration of any applicable
notice and cure periods set forth in the
Lease, Tenant shall be entitled to an
abatement of fixed rent, in the amount of
Ten Thousand Dollars ($10,000), to be
applied against fixed rent due for the
period commencing on the New Premises
Commencement Date and ending when such
rent abatement amount has been fully
applied ("FIXED RENT ABATEMENT PERIOD").
During the Fixed Rent Abatement Period,
Tenant shall be liable to perform all of
its other obligations under the Lease,
including, without limitation, the
payment of additional rent.
4. SECURITY AND
MAINTENANCE PERSONNEL CONTRIBUTION. In light of Tenant's
particular need for assistance from the
Building's security and maintenance
personnel, Tenant shall, from and after
April 1, 2004, pay to Landlord as
additional rent the sum of Two Thousand
Eighty-Three and 33/100 Dollars
($2,083.33) per month as Tenant's
contribution to the salaries of the Building's
security and maintenance personnel. Such
sums shall be paid at such time and
place as fixed rent shall be paid to
Landlord pursuant to Article One of the
Lease. In consideration of Tenant's
payments of such additional rent, Tenant, as
among the other Building tenants, shall be
entitled to priority service from the
Building's security and maintenance
personnel.
-3-
<PAGE>
5. ADJUSTMENT IN
TENANT'S SHARE. From and after the New Premises
Commencement Date, Tenant's Share (as that
term is defined in Section 24.1 of
the Lease) shall be twenty-eight percent
(28%).
6. BUILD-OUT.
Landlord hereby consents to Tenant's build-out of the
Premises as described in Exhibit B annexed
hereto and made a part hereof
("TENANT'S WORK"). Tenant's Work shall be
performed by Tenant at Tenant's sole
cost and expense, in accordance with
applicable laws and in a good and
workmanlike manner. Tenant shall obtain, at
Tenant's sole cost and expense, all
permits necessary to perform Tenant's Work.
Tenant shall not be obligated to
remove any of Tenant's Work at the
expiration or earlier termination of the
Lease term. Notwithstanding the foregoing
or any term or provision of the Lease
to the contrary, Tenant may remove any or
all of Tenant's Work from the Premises
provided the cost of repairing any damage
to the Premises or the Building
arising therefrom is paid for by
Tenant.
7. COMMON AREAS.
Section 1.1 of the Lease is hereby amended by adding the
following to the last sentence thereof:
, together with rights of ingress and egress over the common areas
of
the Building.
8. REMOVAL OF
FIXTURES. Section 4.1 of the Lease is hereby amended by
adding the following as the last sentence
thereof:
Notwithstanding anything contained in this Section 4.1 to the
contrary, (i) Tenant shall be permitted to remove its trade
fixtures
at or prior to the expiration or termination of the term of this
Lease
subject to restoration and repair obligations set forth above,
and
(ii) Tenant shall not be required to remove any Fixture identified
in
any plans approved by Landlord unless Landlord shall have
notified
Tenant at the time such plans were approved by Landlord that
Tenant
will be required to remove any such Fixture.
9. RULES AND
REGULATIONS. Section 6.1(b) of the Lease is hereby deleted in
its entirety and replaced by the
following:
-4-
<PAGE>
(b) observe and comply with the rules and regulations annexed
to,
and made a part of, this Lease, which rules shall be enforced
against
the Tenant in a non-discriminatory manner, and such other and
further
reasonable rules and regulations as the Landlord hereafter at any
time
may make and communicate to the Tenant and which, in the judgment
of
the Landlord, shall be necessary or desirable for the
reputation,
safety, care or appearance of the Building, or the preservation
of
good order therein, or the operation or maintenance of the
Building,
or the equipment thereof, or the comfort of tenants or others in
the
Building; provided, how
