Coach 2007 Annual Report Download - page 141

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Exhibit I
Via Hand Delivery
504-514 West 34th Street Corp.
c/o Coach, Inc.
516 West 34th Street
New York, NY 10001
Attention: Todd Kahn, General Counsel
July __, 2008
Re: Net Lease Agreement by and between Goldberg 34th Street LLC (“Goldberg”) and 504-514 West 34th Street Corp. (“504-514 Corp.”) as Tenants-in-
Common and 504-514 West 34th Street Corp. as Tenant (the “Net Lease”)
Ladies and Gentlemen:
Reference is made to the Net Lease. The parties to this letter agreement (the “Letter Agreement”) hereby agree that:
1. Upon the effective date of the Net Lease, 504-514 Corp. shall have and may exercise all powers and rights necessary, proper, convenient or advisable to act
with respect to any and all matters associated with the current debt obligation due and owing to Bear Stearns Commercial Mortgage, Inc., or any subsequent
holder of such debt obligation (the “First Mortgagee”) by 504-514 Corp. (the “Debt Obligation”). The foregoing authorization shall include without limitation
the authority to negotiate, finalize, execute and deliver any amendment, restatement, restructuring, waiver or any other matter associated with the Debt
Obligation and the applicable agreements and other documentation relating thereto; provided, however, that 504-514 Corp. shall not be entitled to perform any
of the following actions without obtaining the prior consent of Goldberg: (i) any modification of the Debt Obligation which would result in an increase in the
aggregate costs and expenses to be paid by Goldberg with respect to the Debt Obligation; or (ii) any action which would constitute an event of default under the
existing agreements and other documentation associated with the Debt Obligation.
2. In the event that 504-514 Corp. shall take any action which would trigger or otherwise result in an obligation to prepay the Debt Obligation, then 504-514
Corp. shall be responsible for the prepayment of the Debt Obligation. If the Debt Obligation is so accelerated or if 504-514 Corp. elects to defease or otherwise
acquire or prepay the Debt Obligation pursuant to the terms of the loan documents relating to the Debt Obligation, then 504-514 Corp. shall pay all costs in
connection with such defeasance or prepayment, and 50% of the Debt Obligation shall be modified to constitute a mortgage debt (which 504-514 Corp. may,
but is not required to, record) from Goldberg to 504-514 Corp. in an amount equal to 50% of the Debt Obligation, on similar and no less favorable terms to the
Debt Obligation (the “Mortgage Debt”), which Mortgage Debt shall be prepayable at any time without premium or penalty.