Coach 2013 Annual Report Download - page 447

EXECUTION VERSION
RIGHT OF FIRST NEGOTIATION AGREEMENT
This RIGHT OF FIRST NEGOTIATION AGREEMENT (as amended or modified from time to time, this “ Agreement”) is made as of the [____]
day of [__________], 20[__], by and between PODIUM FUND TOWER C SPV LLC, a Delaware limited liability company having an address at c/o The
Related Companies, L.P., 60 Columbus Circle, New York, New York 10023 (together with its successors and assigns, “Tower C SPV”), and COACH
LEGACY YARDS LLC, a Delaware limited liability company having an address c/o Coach, Inc., [516 West 34th Street, New York, New York 10001]
(together with its successors and assigns, “ Coach”; Tower C SPV and Coach are each referred to herein as a “Party” and collectively as the “Parties”).
WITNESSETH:
WHEREAS, Coach and Tower C SPV entered into that certain Limited Liability Company Agreement of Legacy Yards LLC, dated as of
[__________], 2013 (as amended from time to time, the “ Operating Agreement”), as the members of Legacy Yards LLC, a Delaware limited liability
company (“Legacy Yards”);
WHEREAS, Legacy Yards Tenant, LLC, a Delaware limited liability company (“Legacy Tenant”), an indirect subsidiary of the Legacy Yards,
entered into that certain Agreement of Severed Parcel Lease (Eastern Rail Yard Section of the John D. Caemmerer West Side Yard), dated as of [__________],
2013 (as amended, modified, supplemented, severed or restated from time to time, the “ Building C Lease”), as ground lessee, with the Metropolitan
Transportation Authority, a body corporate and politic constituting a public benefit corporation of the State of New York (the “MTA”), pursuant to which
Legacy Tenant leased that certain portion of the Eastern Rail Yard Section (the “ERY”) of the John D. Caemmerer West Side Yard in the City, County and State
of New York located on terra firma on the northwest corner of West 30th Street and 10th Avenue, New York, New York, as more particularly described on
Exhibit A attached hereto (the “Land”);
WHEREAS, pursuant to the Operating Agreement, Coach and Tower C SPV have developed and constructed a building and other improvements on
the Land (collectively, as the same exist from time to time, the “ Building”), and, upon substantial completion thereof, have caused the MTA to submit the
Building to a condominium regime of ownership pursuant to that certain Declaration Establishing a Plan for Condominium Ownership of Premises located at
501 West 30th Street, New York, New York 10001, Pursuant to Article 9-B of the Real Property Law of the State of New York, dated as of [__________,
20__] (as amended, modified, supplemented or restated from time to time, the “Condominium Declaration”);
WHEREAS, pursuant to the terms of the Operating Agreement, fee title to Office Unit 1 (as defined in the Condominium Declaration), consisting of
the [6th] through the [20th] floors of the Building and related improvements (“ Coach Unit”), has been conveyed to Coach, and Legacy Tenant has granted to
Coach, pursuant to that certain Option Agreement, dated as of the date hereof (the “ Option Agreement”), by and among Legacy Tenant and the Tower C SPV,
as optionor, and Coach, as optionee, the option to purchase or lease the Coach Expansion Premises (as defined in the Option Agreement). The Coach Unit and
any portion of the Coach Expansion Premises which is purchased in fee by Coach in accordance with the terms of the Option Agreement are referred to herein
collectively as the “Coach Premises”;1 and
1 Definition of Premises to be updated prior to execution of this Agreement to reflect the addition of Office Unit 2A or Office Unit 2B to the Coach Unit
pursuant to the Operating Agreement, if applicable.