Coach 2013 Annual Report Download - page 463

EXECUTION VERSION
OPTION AGREEMENT
This OPTION AGREEMENT (as amended or modified from time to time, this “ Agreement”) is made as of the [____] day of [__________],
20[__], by and among LEGACY YARDS TENANT LLC, a Delaware limited liability company (“Legacy Tenant”), and PODIUM FUND TOWER C SPV
LLC, a Delaware limited liability company (“ Fund Member”), each having an address c/o The Related Companies, L.P., 60 Columbus Circle, New York,
New York 10023 (individually and collectively, together with their respective successors and assigns, “ Optionor”), and COACH LEGACY YARDS LLC, a
Delaware limited liability company having an address c/o Coach, Inc., [______________________], New York, New York [_________] (together with its
successors and assigns, “Optionee”; Optionor and Optionee are each referred to herein as a “ Party” and collectively as the “Parties”).
WITNESSETH:
WHEREAS, Fund Member and Optionee entered into that certain Limited Liability Company Agreement dated as of April ___, 2013 (as amended
from time to time, the “Operating Agreement”), of Legacy Yards LLC, a Delaware limited liability company (“Legacy Yards”), as the members thereof;
WHEREAS, Legacy Tenant, an indirect subsidiary of 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 April ___, 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, Fund Member and Optionee 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”);