Coach 2013 Annual Report Download - page 448

WHEREAS, subject to the terms hereof, Coach hereby grants to Tower C SPV, and Tower C SPV hereby accepts, an irrevocable right of first
negotiation to purchase the Coach Premises or any portion thereof on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the sum of Ten and 00/100 Dollars ($10.00) and for other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
1. Grant of Right. Coach hereby grants to Tower C SPV, and Tower C SPV hereby accepts, a one-time right of first negotiation on the terms
and subject to the conditions set forth in this Agreement (the “ ROFN Right”), with respect to the purchase of any ROFN Interest (as hereinafter defined).
During the ROFN Period (as hereinafter defined), Coach shall not directly or indirectly transfer any ROFN Interest without first complying with the provisions
of Section 2 below.
2. Right Term. If, at any time during the ROFN Period, Coach or any Affiliate of Coach, Inc. (each a “Coach Party” and collectively, the
“Coach Parties”) to which the Coach Premises or, to the extent the Coach Premises now or hereafter consists of more than one condominium unit (each a
“Unit”), any Unit is hereafter conveyed or otherwise transferred, elects to sell, transfer or otherwise convey (a) fee title to the Coach Premises or any Unit or
(b) ownership of all or substantially all of the equity ownership interests in a Coach Party, all or substantially all of the assets of which Coach Party consists
of the Coach Premises or any Unit, in order to convey to any Person other than a Coach Party effective ownership of the Coach Premises or such Unit (the
“ROFN Interest”), then prior to marketing or otherwise soliciting from any Person any offer to purchase, acquire or assume, the ROFN Interest, Coach or
such Coach Party shall deliver to Tower C SPV written notice thereof (a “ ROFN Sale Notice”). Notwithstanding anything to the contrary contained herein, the
ROFN Right shall not apply to (i) any bona fide lease, sublease, license or other occupancy agreement with respect to all or any portion of the Coach Premises,
(ii) any “sale-leaseback” transaction, or (iii) any sale, transfer or other conveyance of a ROFN Interest (A) to the holder (other than a Coach Party) of any
mortgage loan, mezzanine loan, or other financing secured by direct or indirect interests in the Coach Premises or a Coach Party (including, but not limited to,
financing structured as “preferred equity” in a Coach Party or in any direct or indirect owner of a Coach Party), or to such lender, lender’s designee,
purchaser or other acquirer in connection with a foreclosure or deed or assignment in lieu of foreclosure of any such mortgage, pledge or other security
interests, (B) as part of a portfolio of real estate or other assets of Coach or such Coach Party (of which the Coach Premises or such Unit is less than seventy-
five percent (75%) of the total value thereof) or (C) in connection with any merger, consolidation, combination, amalgamation, reorganization or restructuring
of Coach or such Coach Party to, with or into another Person as part of any corporate transaction, however structured). As used in this Agreement, the term
“ROFN Period” means, with respect to a ROFN Interest, the period of time commencing on the date hereof and ending on the earliest to occur of (x) the date on
which such ROFN Interest is sold, assigned or otherwise transferred to any Person other than a Coach Party in compliance with the terms of this Agreement,
(y) the date on which Hudson Yards Gen-Par LLC, a Delaware limited liability company (" Gen Par") shall cease to own, directly or indirectly, less than fifteen
percent (15%) of the aggregate leasable square feet contained in the of ERY and the Western Rail Yard Section of the John D. Caemmerer West Side Yard
(exclusive of the Coach Premises) or (z) the date on which any transfer, sale, conveyance, assignment or other disposition of any membership interest in Gen
Par occurs that cause a change in control of Gen Par.
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