Coach 2013 Annual Report Download - page 101

WHEREAS, the Company intends to develop and construct the Building, which upon substantial completion thereof will be submitted to a
condominium regime of ownership and consist of the Coach Unit and the Fund Member Units;
WHEREAS, the Members agree and intend that the Coach Member is the sole beneficial owner of the Coach Unit and the Leasehold Estate with
respect thereto, and the Fund Member is the sole beneficial owner of the Fund Member Units and the Leasehold Estate with respect thereto, but the Members
have determined that (i) having Legacy Tenant own Leasehold Estate and develop and construct the Building (rather than having each Member hold title to its
respective Unit) facilitates development and construction financing for the Building, and (ii) it is not practicable to submit the Land and Building to a
condominium regime, as herein provided, until the core and shell of the Building is completed;
WHEREAS, subject to the terms and conditions of this Agreement, (i) the Coach Member will receive all benefits, and bear all obligations,
attributable to the Coach Unit and the Leasehold Estate with respect thereto, and all items of profit and loss, tax deductions and credits, and cash flow
attributable to the Coach Unit and the Leasehold Estate with respect thereto will be fully allocated to the Coach Member, and (ii) the Fund Member will receive
all benefits, and bear all obligations, attributable to the Fund Member Units and the Leasehold Estate with respect thereto, and all items of profit and loss, tax
deductions and credits, and cash flow attributable to the Fund Member Units and the Leasehold Estate with respect thereto will be fully allocated to the Fund
Member; and
WHEREAS, (i) the Coach Member will have no beneficial interest in the Fund Member Units or the Leasehold Estate with respect thereto and (ii)
the Fund Member will have no beneficial interest in the Coach Unit or the Leasehold Estate with respect thereto.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties agree as follows:
ARTICLE 1
FORMATION AND OFFICES
1.1. Formation.
(a) The Company was formed as a limited liability company under the provisions of the Act by the filing of the Certificate of
Formation of the Company with the Delaware Secretary of State on October 16, 2012, (as the same may be amended from time to time, the “ Articles”). This
Agreement shall constitute the limited liability company agreement between the Members within the meaning of the Act.
(b) The Fund Member shall immediately, and from time to time hereafter, as may be required by law, execute or cause to be executed
all amendments of the Articles, and do all filing, recording and other acts as may be appropriate under the Act and that are necessary for the Company to
qualify to do business in New York, and shall cause a copy of each such amendment to be delivered to the other Members. The rights and obligations of the
Members shall be as set forth in the Act except as this Agreement expressly provides otherwise.
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