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0001144204-13-047469 Sample Contracts

PURCHASE AND SALE AGREEMENT Between and
Purchase and Sale Agreement • August 22nd, 2013 • Coach Inc • Leather & leather products • New York

PURCHASE AND SALE AGREEMENT (as amended, modified or restated from time to time, this “Agreement”) made as of the 10th day of April, 2013, by and among 504-514 WEST 34th STREET CORP., a Maryland corporation, and 516 WEST 34th STREET LLC, a Delaware limited liability company, both having an address c/o Coach, Inc., 516 West 34th Street, New York, New York 10001 (collectively, “Seller”), and ERY 34th Street Acquisition LLC, a Delaware limited liability company, having an address c/o The Related Companies, L.P., 60 Columbus Circle, New York, New York 10023 (“Purchaser”).

Standard Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF LEGACY YARDS LLC by and between PODIUM FUND TOWER C SPV LLC and COACH LEGACY YARDS LLC Project: Office Tower C, Eastern Rail Yard New York, New York
Limited Liability Company Agreement • August 22nd, 2013 • Coach Inc • Leather & leather products • Delaware

LEASE (this “Lease”) made as of the ____ day of ____________, ____ between LEGACY YARDS TENANT LLC, a Delaware limited liability company, having an office at c/o The Related Companies, L.P., 60 Columbus Circle, 19th Floor, New York, New York 10023, hereinafter referred to as “Landlord”, and [COACH, INC.], a _________________________, having an office at [________________________], New York, New York ________, hereinafter referred to as “Tenant”. The term “Named Tenant” shall be deemed to refer to any Tenant under this Lease that is either: (a) Coach, Inc.; and (b) any entity that, directly or indirectly, succeeds to the interests of Coach, Inc., as Tenant under this Lease under the provisions of Section 4.09(a).

AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 22nd, 2013 • Coach Inc • Leather & leather products

This Amendment to the Employment Agreement (“Amendment”) is made and entered into as of May 3, 2013 (the “Effective Date”) by and between Coach, Inc., a Maryland corporation (the “Company”) and Michael Tucci (the “Executive”) for the purpose of amending the employment agreement by and between the Company and the Executive dated as of November 8, 2005, as amended August 5, 2008, December 23, 2008, and May 7, 2012 (the “Employment Agreement”).

GUARANTY AGREEMENT COACH, INC., as Guarantor GUARANTY AGREEMENT
Guaranty Agreement • August 22nd, 2013 • Coach Inc • Leather & leather products • New York

THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of April 10, 2013, by Coach, Inc., a Maryland corporation, having an office at 516 West 34th Street, New York, New York 10001 (“Guarantor”), to and for the benefit of PODIUM FUND TOWER C SPV LLC, a Delaware limited liability company (the “Fund Member”), having an office at c/o The Related Companies, L.P., 60 Columbus Circle, New York, New York 10023 and ERY DEVELOPER LLC, a Delaware limited liability company (“Developer”), having an office at c/o The Related Companies, L.P., 60 Columbus Circle, New York, New York 10023 (the Fund Member and Developer are each, individually, a “Developer Party” and collectively, the “Developer Parties”).

DEVELOPMENT AGREEMENT between ERY DEVELOPER LLC and coach LEGACY YARDS LLC
Development Agreement • August 22nd, 2013 • Coach Inc • Leather & leather products • New York

DEVELOPMENT AGREEMENT, dated as of April 10, 2013, by and between ERY DEVELOPER LLC, a Delaware limited liability company (“Developer”), with an office at c/o The Related Companies, L.P., 60 Columbus Circle, New York, New York 10023, and coach LEGACY YARDS LLC, a Delaware limited liability company (the “Coach Member”), with an office at c/o Coach, Inc., 516 West 34th Street, New York, New York 10001.