EX-10.17: SECURED LOAN AGREEMENT




EXHIBIT 10.17



SECURED LOAN AGREEMENT



                  SECURED LOAN AGREEMENT (as amended, supplemented or otherwise modified
from time to time, the “Agreement”), dated as of July 26, 2001 (the “Effective
Date”), by and between REED KRAKOFF, a natural person residing in the State of
New York (the “Borrower”) and COACH, INC., a Maryland corporation (the
“Lender”).



W I T N E S S E T H:



                  WHEREAS, the Borrower desires that the Lender make a loan of $2,000,000 to
Borrower; and



                  WHEREAS, the Lender is willing to make such a loan, subject to the terms
and conditions set forth herein and in the other Loan Documents (as defined
below).



                  NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements herein contained and other good and valuable consideration
receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:



1. AMOUNT AND TERMS OF THE LOAN


                  1.1 The Loan. The “Loan” hereunder shall mean the loan by the Lender to
the Borrower in the principal amount of $2,000,000.



                  1.2 The Note. The Loan shall be evidenced by a promissory note in
substantially the form attached hereto as Exhibit A (the “Note”), which Note
shall be executed by the Borrower as of the Effective Date. Every term
contained in the Note shall be deemed incorporated into this Agreement. To the
extent any provision of the Note shall be deemed to be inconsistent with the
provisions of this Agreement, however, the provisions of this Agreement shall
control.



                  1.3 The Pledge Agreement. As a condition to the Loan, the Borrower shall
enter into a Pledge, Assignment and Security Agreement in substantially the
form attached hereto as Exhibit B (the “Pledge Agreement”), which Pledge
Agreement shall be dated as of the Effective Date. Pursuant to the Pledge
Agreement, the Borrower’s obligations under this Agreement shall be secured by
certain stock options and other security as set forth in the Pledge Agreement
(the “Pledged Security”).



                  1.4 Interest



                  (a) The outstanding principal balance of the Loan and any other
obligations arising under this Agreement shall bear interest at the rate of
5.12% per annum (which 5.12% per annum is equal to the annual midterm
applicable federal rate for the calendar month of July,
2001 as published by the Internal Revenue Service in Revenue Ruling
2001-34). Interest on the Loan shall be calculated on the basis of a 360-day
year and the actual number of days elapsed.



                  

 









                  (b) Interest on the Loan shall accrue with annual compounding from and
including the Effective Date but excluding the date of any repayment thereof,
and, except as otherwise provided by in this Agreement, shall be payable by the
Borrower to the Lender in one lump sum on the fifth anniversary of the
Effective Date.



                  (c) Nothing contained herein shall be deemed to require the payment of
interest at a rate in excess of the maximum rate permitted by applicable law.
In the event that the amount required to be paid hereunder for any calendar
month exceeds the maximum rate permitted by law, such amounts shall be
automatically reduced for such month to the maximum rate permitted by
applicable law.



                  (d) The Borrower shall compensate the Lender, upon the Lender’s delivery
of a written demand therefor to the Borrower (which demand shall, absent
manifest error, be final and conclusive and binding upon all of the parties
hereto) for all reasonable losses, expenses and liabilities that the Lender
sustains as a consequence of any default by the Borrower in repaying the Loan
or any other amounts owing hereunder when required by the terms of this
Agreement.



                  1.5 Repayment of Principal. Except as otherwise provided in this
Agreement, repayment of principal shall be due and payable in installments as
follows:



                  (a) $400,000 on the second anniversary of the Effective Date;



                  (b) $400,000 on the third anniversary of the Effective Date;



                  (c) $400,000 on the fourth anniversary of the Effective Date; and



                  (d) $800,000 on the fifth anniversary of the Effective Date.



                  1.6 Prepayment. The Borrower may prepay all or any part of the Loan,
including interest, without penalty or premium at any time from time to time.



                  1.7 Acceleration. Notwithstanding Section 1.5, immediately upon the
occurrence of any Event of Default (as defined in Section 7.1) and during any
continuance thereof, the Lender may declare the Loan, all interest thereon and
all other amounts and obligations payable to be forthwith due and payable to
the Lender or may take any other action as provided in Section 7.2 herein.



                  1.8 Payment Procedures. All payments made by Borrower under this
Agreement shall be made to the Lender at its office at the address indicated in
Section 9.8 and shall be made by wire transfer in U.S. dollars in immediately
available funds to the following account: The Northern Trust
Company, Chicago, Illinois, Account Number 21-229, Bank Routing Number
071000152, or such other account number as may be designated by the Lender in
writing from time to time. All payments received by the Lender shall be
applied first to fees (if any), then to unpaid principal and interest in
accordance with the terms of this Agreement. To the extent not previously
repaid, all principal and interest outstanding with respect to the Loan, plus
any accrued but unpaid fees or other obligations arising under this Agreement,
shall be due and payable in full on the fifth anniversary of the Effective
Date.



                  
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2. EFFECTIVENESS


                  2.1 Effectiveness. None of this Agreement, the Pledge Agreement or the
Note (collectively, the “Loan Documents”) shall become effective until (i) all
parties hereto have executed and delivered a counterpart hereof (including by
way of facsimile transmission) and (ii) the conditions precedent set forth in
Section 5 hereof shall have been satisfied.



3. REPRESENTATIONS AND WARRANTIES OF BORROWER


                  The Borrower represents and warrants to the Lender as follows:



                  3.1 Authority. The Borrower has the requisite legal capacity to own his
assets, to borrow money, to execute, deliver and perform each of the Loan
Documents to which he is a party and all other documents, certificates and
instruments delivered in connection therewith, and to effect and carry out the
transactions contemplated herein and therein. Each Loan Document has been duly
authorized and, when executed and delivered, will be a valid and legally
binding instrument enforceable against Borrower in accordance with its terms.
The execution and delivery of the Loan Documents and the consummation of the
transactions contemplated thereby (a) will not (immediately or with the passage
of time, or the giving of notice) violate (i) any law, order, rule or
regulation or determination of an arbitrator, a court, or other governmental
agency, applicable or binding upon the Borrower or any of the Borrower’s
property (including, without limitation, Regulations G, T, U and X of the Board
of Governors of the Federal Reserve System) or as to which the Borrower or any
of the Borrower’s property is subject (collectively, “Requirement of Law”), or
(ii) any provision of any agreement, instrument, or undertaking to which the
Borrower is a party or by which the Borrower or any of the Borrower’s property
is bound and (b) will not result in the creation or imposition of any lien upon
any of the property of the Borrower, other than those in favor of the Lender
pursuant to the Loan Documents. No consents, approvals or other authorizations
or notices, other than those which have been obtained and are in full force and
effect, are required by any state or federal regulatory authority or other
person or entity (“Person”) in connection with the execution and delivery of
the Loan Documents and the performance of any obligations contemplated thereby.



                  3.2 Pledged Security Ownership. The Borrower is the owner of, or has
contractual rights to, the Pledged Security subject to no pledge, lien,
mortgage, hypothecation, security interest, charge, option, or other
encumbrance whatsoever, except the liens and security interests created by
the Loan Documents. The pledge and grant of the Pledged Security by the
Borrower pursuant to the Pledge Agreement creates a valid and perfected first
priority security interest in the Pledged Security in favor of the Lender. The
Borrower is not subject to any contractual obligation restricting or limiting
the ability of the Borrower to pledge the Pledged Security pursuant to the
Pledge Agreement.



                  3.3 Litigation. There are no actions, suits, proceedings or governmental
investigations or inquiries pending, or to the best knowledge of the Borrower
threatened, against the Borrower or the Lender, that could, if adversely
determined, have a material adverse effect on the performance of any obligation
contemplated in or arising under the Loan Documents (a “Material Adverse
Effect”).



                  
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                  3.4 Other Debt



                  (a) Exhibit C attached hereto fully and accurately states, as of the
Effective Date, all outstanding indebtedness (other than the Loan hereunder)
and committed undrawn lines of credit of the Borrower in excess of $100,000 and
any other indebtedness and committed undrawn lines of credit under $100,000
which in the aggregate exceed $100,000 (collectively, the “Other Debt”), and



                  (b) No default or event of default is existing with respect to such Other
Debt and all representations and warranties made pursuant to the documents
relating to the Other Debt are true and correct.



                  3.5 Taxes. All federal, state, local and foreign tax returns, reports and
statements (collectively, the “Tax Returns”) required to be filed by the
Borrower or any of the Borrower’s Tax Affiliates (as defined below) have been
filed with the appropriate governmental agencies in all jurisdictions in which
such Tax Returns are required to be filed (after giving effect to any
extensions obtained for the filing thereof), all such Tax Returns are true and
correct in all material respects, and all taxes, charges and other impositions
due and payable have been timely paid prior to the date on which any fine,
penalty, interest, late charge or loss may be added thereto for non-payment
thereof. Proper and accurate amounts have been withheld by the Borrower and
each of the Borrower’s Tax Affiliates, if any, from their respective employees,
as applicable, for all periods in full and complete compliance with the tax,
social security and unemployment withholding provisions of applicable federal,
state, local and foreign law and such withholdings have been timely paid to the
respective governmental authorities. “Tax Affiliate” shall mean, as to any
Person, (i) any subsidiary of such Person and (ii) any affiliate of such Person
with which such Person files or is eligible to file consolidated, combined or
unitary tax returns.



                  3.6 Full Disclosure. No written statement prepared or furnished to the
Lender in connection with the transactions contemplated hereby (including,
without limitation, financial statements) by or on
behalf of the Borrower, when all such statements are taken as a whole,
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements contained therein not misleading. All
facts known to the Borrower which are material to an understanding of the
financial condition, business, properties or prospects of the Borrower have
been disclosed to the Lender.



                  3.7 No Burdensome Restrictions; No Defaults



                  (a) The Borrower is not a party to any contractual obligation the
compliance with which would have a Material Adverse Effect or the performance
of which, either unconditionally or upon the happening of an event, will result
in the creation of a lien (other than a lien granted pursuant to a Loan
Document) on the property or assets of the Borrower.



                  (b) The Borrower is not in default under or with respect to any
contractual obligation owed by the Borrower and, to the knowledge of the
Borrower, no other party is in default under or with respect to any contractual
obligation owed to the Borrower, other than those defaults which in the
aggregate have no Material Adverse Effect.



                  
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                  (c) No Event of Default or event which, with the lapse of time and/or
notice, would become an Event of Default (such event, a “Default”) has occurred
and is continuing.



                  (d) There is no Requirement of Law the compliance with which by the
Borrower would have a Material Adverse Effect.



4. REPRESENTATIONS AND WARRANTIES OF THE LENDER


                  4.1 Contractual Obligations. The Lender is not subject to any contractual
obligation restricting or limiting the ability of the Borrower to pledge the
Pledged Security pursuant to the Pledge Agreement.



5. CONDITIONS PRECEDENT


                  The effectiveness of this Agreement is subject to the satisfaction of the
following conditions precedent:



                  5.1 Documents. The Lender shall have received the following, validly
executed to the satisfaction of the Lender:



                  (a) this Agreement;



                  (b) the Note; and



                  (c) the Pledge Agreement.



                  5.2 Approvals.



                  The Lender and the Borrower shall have received all necessary governmental
approvals (domestic and foreign) and third party approvals in connection with
the Loan and the transactions contemplated by the Loan Documents, which
approvals shall have been received and remain in effect, and all applicable
waiting periods shall have expired without any action being taken by any
competent authority which restrains, prevents or imposes materially adverse
conditions upon the making of the Loan and the transactions contemplated
thereby. Additionally, there shall not exist any judgment, order, injunction
or other restraint issued or filed or a hearing seeking injunctive relief or
other restraint pending or notified prohibiting or imposing materially adverse
conditions upon the making of the Loan or the transactions contemplated by the
Loan Documents.



                  5.3 Compliance with Covenants. The Borrower shall have complied with and
performed all of the Borrower’s covenants and obligations under the Loan
Documents.



                  5.4 No Event of Default. No Default or Event of Default exists.



                  5.5 Related Information. The Borrower shall have provided to the Lender
in form satisfactory to the Lender such other financial and personal
information relating to the Borrower as requested by the Lender.



                  5.6 Fees and Expenses. The Lender has paid all costs and expenses in
connection with the preparation, execution and delivery of the Loan Documents
including but

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not limited to the reasonable fees and out-of-pocket expenses of
Latham & Watkins, counsel to the Lender.


6. COVENANTS OF THE BORROWER


                  6.1 Certain Affirmative Covenants. The Borrower covenants and agrees that
until full and complete performance by the Borrower of all obligations arising
under the Loan and the Loan Documents, the Borrower shall:



                  (a) Cooperate with the Lender and execute such further instruments and
documents as the Lender shall reasonably request to carry out to its
satisfaction the transactions contemplated by the Loan Documents; provided,
however, that the Borrower shall be under no obligation to provide any
collateral other than the Pledged Security;



                  (b) As soon as possible and in any event within two business days after
acquiring knowledge thereof notify the Lender in writing of the occurrence of
any Default or Event of Default;



                  (c) Cause to be promptly delivered to the Lender copies of all written
notices, and notice of any oral notices, received by the Borrower with respect
to any part of the Pledged Security;



                  (d) Promptly give notice to the Lender of any challenge to the title of
the Pledged Security and defend the Lender’s right, title and security interest
in and to the Pledged Security and the proceeds thereof against the claims and
demands of all persons (the Borrower also agrees that it will have like title
to and right to pledge any other property at any time hereafter pledged to the
Lender as collateral and will likewise defend the Lender’s right thereto and
security interest therein);



                  (e) Promptly provide the Lender with such other information respecting
condition or operations, financial or otherwise, of the Borrower as the lender
may from time to time reasonably request; and



                  (f) At the request of the Lender, provide the Lender with duly authorized
certificates evidencing any Pledged Security, together with stock powers
executed in blank to the Lender.



                  6.2 Negative Covenants. The Borrower covenants and agrees that until full
and complete performance by the Borrower of all obligations arising under the
Loan and the Loan Documents, the Borrower shall not:



                  (a) Sell, assign, transfer, exchange or otherwise dispose of, or grant any
option with respect to the Pledged Security, nor create, incur, or permit to
exist any pledge, lien, mortgage, hypothecation, security interest, charge,
option or any other encumbrances with respect to any of the Pledged Security or
interest therein, or any proceeds thereof, except for the liens and security
interests provided or permitted hereby;



                  
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                  (b) Without the prior written consent of the Lender, grant proxies, assign
or otherwise transfer voting interests in the Pledged Security, or vote as a
stockholder of the Lender to issue any stock or other securities of any nature
in addition to or in exchange or substitution for the Pledged Security or
engage in any other transaction that could have an adverse effect on the value
of the Pledged Security or the rights and remedies of the Lender in respect
thereof;



                  (c) Sell any shares of Coach, Inc. common stock in a manner that would
adversely effect the Lender’s ability to sell the Pledged Security; or



                  (d) Use the proceeds of the Loan to purchase or carry (i) “securities”
within the meaning of Regulation T of the Board of Governors of the Federal
Reserve System, or (ii) “Margin Stock” within the meaning of Regulation G, U,
or X of the Board of Governors of the Federal Reserve System.



                  6.3 Compliance with Laws, etc. The Borrower shall comply in all material
respects with all Requirements of Law, contractual obligations, commitments, instruments,
licenses, permits and franchises; provided, however, that there shall not be
deemed a default under this Section if all such non-compliances in the
aggregate have no Material Adverse Effect.



                  6.4 Payment of Taxes. The Borrower shall pay and discharge, before the
same shall become delinquent, all lawful governmental claims, taxes,
assessments, charges and levies; provided, however, that there shall not be
deemed a default under this Section if all such non-payments in the aggregate
have no Material Adverse Effect.



                  6.5 Reporting Requirements. The Borrower shall furnish to the Lender:



                  (a) Promptly after the commencement thereof, notice of all actions, suits
and proceedings before any domestic or foreign governmental authority or
arbitrator, affecting the Borrower, except those which in the aggregate, if
adversely determined, would have no Material Adverse Effect;



                  (b) Promptly (and in any event within two business days) after Borrower
becomes aware of the existence of (i) any breach or non-performance of, or any
default under, any contractual obligation which is material to the financial
condition of the Borrower, or (ii) any event, development or other
circumstances which has any reasonable likelihood of causing of resulting in a
Material Adverse Effect, written notice in reasonable detail specifying the
nature of the breach, non-performance, default, event, development or
circumstance, including without limitation, the anticipated effect thereof,
which notice shall be promptly confirmed in writing within five days;



                  (c) Upon the request of the Lender, copies of all federal, state and local
tax returns and reports filed by the Borrower or any of the Borrower’s
affiliates in respect of taxes measured by income (excluding sales, use and
like taxes); and



                  (d) Such other information respecting the financial condition of the
Borrower as the Lender may from time to time reasonably request.



                  
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                  6.6 Indebtedness. The Borrower shall not create or suffer to exist any
indebtedness except:



                  (a) The Loan;



                  (b) Current liabilities in respect of taxes, assessments and governmental
charges or levies incurred; and



                  (c) Indebtedness existing on the Effective Date and set forth on Exhibit
C, or refinancings thereof which do not increase the principal amount thereof
or provide for any
payment of principal prior to the dates and in the amounts required under
the terms of the indebtedness being refinanced.



                  (d) Indebtedness secured by a purchase money mortgage.



                  (e) Indebtedness (other than as set forth in subparagraphs (a) through
(d), above) not exceeding $5,000,000 in the aggregate.



7. EVENTS OF DEFAULT; ACCELERATION


                  7.1 Events of Default. Each of the following shall constitute an “Event
of Default”:



                  (a) The Borrower shall fail to make any payment of principal or interest
on the Loan or other amounts due under the Loan Documents on the date which
such payment is due;



                  (b) The Borrower shall fail to perform any term, covenant or agreement
contained in Sections 6.1(b) or 6.2 herein; or (ii) the Borrower shall fail to
perform any other term, covenant or agreement contained herein or in any Loan
Document and such failure shall continue for fifteen (15) days after the
earlier of the date on which (x) the Borrower becomes aware of such failure or
(y) written notice of such failure has been given to the Borrower by the
Lender;



                  (c) Any representation or warranty of the Borrower in any Loan Document
shall prove to have been false in any material respect upon the date when made;



                  (d) The Borrower’s employment with the Lender shall be terminated for any
reason or the Borrower shall materially breach any provision of any employment
agreement that may be entered into between the Borrower and the Lender prior to
the time the Borrower repays the Loan in full;



                  (e) The Borrower shall default in the payment when due (whether by
scheduled maturity, by required prepayment, by acceleration, by demand, or
otherwise) of any indebtedness for borrowed money owing to any other person, or
any interest or premium thereon of any amount owing in respect of such
indebtedness, in excess of $100,000; or the Borrower shall default in the
performance or observance of any obligation or condition with respect to such
indebtedness or any other event shall occur or condition exist, if the effect
of such default, event

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or condition is to accelerate the maturity of any such
indebtedness or to permit (without regard to any required notice or lapse of
time) the holder or holders thereof, or any trustee or agent for such holders,
to accelerate the maturity of any such indebtedness, or any such indebtedness
shall become or be declared to be due and payable prior to its stated maturity
other than as a result of a regularly scheduled payment date;


                  (f) The Borrower shall (i) apply for or consent to the appointment of, or
the taking of possession by, a receiver, custodian, trustee or liquidator; (ii)
be generally unable to pay the Borrower’s debts as such debts become due; (iii)
make a general assignment for the
benefit of the Borrower creditors; (iv) commence a voluntary case under
the United States Bankruptcy Code (as now or hereafter in effect); (v) file a
petition seeking to take advantage of any other law of any jurisdiction
relating to bankruptcy, insolvency, or composition or readjustment of debts;
(vi) fail to controvert in a timely and appropriate manner, or acquiesce in
writing to, any petition filed against the Borrower in an involuntary case
under the United States Bankruptcy Code, or (vii) take any action for the
purpose of effecting any of the foregoing;



                  (g) A proceeding or case shall be commenced, without the application or
consent of the Borrower, in any court of competent jurisdiction, seeking (i)
the liquidation of the Borrower’s assets, or the composition or readjustment of
the Borrower’s debts, (ii) the appointment of a trustee, receiver, custodian,
liquidator or the like of any substantial part of the Borrower’s assets, or
(iii) similar relief in respect of the Borrower under any law of any
jurisdiction relating to bankruptcy, insolvency, or the composition or
readjustment of debts, and such proceedings or case shall continue undismissed,
or an order, judgment or decree approving or ordering any of the foregoing
shall be entered and continue unstayed and in effect for a period of sixty (60)
days; or an order for relief against the Borrower shall be entered in an
involuntary case under any bankruptcy, insolvency, composition, readjustment of
debt, liquidation of assets or similar law of any jurisdiction;



                  (h) There shall remain in force, undischarged, unbonded, or unstayed, for
more than thirty (30) days, any final judgment against the Borrower that, with
other outstanding final judgments, undischarged, against the Borrower exceeds
in the aggregate $100,000;



                  (i) The Borrower shall die or become incapacitated;



                  (j) Any provision of the Pledge Agreement shall for any reason cease to be
valid and binding on the Borrower or the Borrower shall so state in writing; or
the Pledge Agreement shall for any reason cease to create a valid lien on the
Pledged Security purported to be covered thereby, or such lien shall cease to
be a perfected and first priority lien with respect to the Pledged Security, or
the Borrower shall so state in writing; or



                  (k) Any necessary approval, qualification or license of any governmental
entity required in connection with any Loan Document or the transactions
contemplated thereby shall be revoked, terminated, withdrawn, suspended,
modified, withheld, or not renewed, which in the Lender’s judgment, would
individually or in the aggregate have a Material Adverse Effect.



                  7.2 Remedies Upon Default. Immediately upon the occurrence of any Event
of Default and during the continuance thereof, the Lender may declare the Loan,
all interest

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thereon and all other amounts and obligations payable under any
Loan Document to be forthwith due and payable, without presentment, demand,
protest or further notice of any kind, all of which are expressly waived by the
Borrower; provided that, upon the occurrence of an Event of Default specified
in subparagraphs (g) and (h) above, the Loan, all such interest and all such
amounts and obligations payable under any Loan Document shall automatically
become due and payable, without presentment, demand, protest or any notice of
any kind, all of which are hereby expressly waived by the Borrower. In
addition to the remedies set forth above, the Lender shall have the rights and
remedies (a) set forth in the Pledge Agreement, (b) in any other
instrument or agreement securing, evidencing, or relating to any of the
obligations of the Borrower hereunder, (c) all the rights and remedies of a
secured party under the Uniform Commercial Code and (d) the Lender shall also
have the right to offset any amounts otherwise payable from the Lender to the
Executive (including, without limitation, any salary, bonus or severance
payments) by the amount of such unpaid principal and/or interest. The Borrower
further waives and agrees not to assert any rights or privileges it may acquire
under Section 9-112 of the Uniform Commercial Code and the Borrower shall be
liable for the deficiency if the proceeds of any sale or other disposition of
the Pledged Security are insufficient to pay all amounts to which the Lender is
entitled, and the fees of any attorneys employed by the Lender to collect such
deficiency.


                  7.3 Regulatory Approval. To the extent necessary, the Borrower agrees to
use Borrower’s best efforts to obtain all approvals, authorizations, consents
and licenses or to provide any regulatory notices required by, any federal,
state, or local regulatory agency or governmental body with jurisdiction
thereof in connection with any foreclosure with respect to the Pledged Security
or subsequent sale or other disposition of any or all of the Pledged Security,
or any change in the voting rights or control of the voting rights relating
thereto upon the occurrence and continuance of an Event of Default, and, to the
extent not otherwise unlawful, to deal with the Pledged Security in a manner
consistent with the best interests of the Lender, including selling the Pledged
Security at the request of the Lender to any Person authorized to purchase
Pledged Security.



8. ARBITRATION


                  8.1 AGREEMENT TO BINDING ARBITRATION. THE PARTIES AGREE THAT ANY
CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR THE BREACH THEREOF, SHALL AT EITHER PARTIES, ELECTION, BE
SUBMITTED TO ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION IN
ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION
ASSOCIATION, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE
ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. EITHER PARTY MAY OBTAIN
PROVISIONAL OR ANCILLARY REMEDIES SUCH AS INJUNCTIVE RELIEF OR THE APPOINTMENT
OF A RECEIVER, OR EXERCISE SELF-HELP, AT ANY TIME WITHOUT WAIVING ITS RIGHT TO
ARBITRATION.



9. MISCELLANEOUS


                  9.1 Expenses. Whether or not any advances are made pursuant to the Loan,
the Lender agrees to pay all costs and expenses in connection with the
preparation, execution,

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delivery, administration, and enforcement of the Loan
and the Loan Documents and the perfection and continuation of the security
interest in the Pledged Security


                  9.2 Governing Law; Submission to Jurisdiction. This Agreement, the Pledge
Agreement and the Note are contracts under the laws of the State of New York
and shall for all purposes be governed by and construed in accordance with the
laws of the State of New York, without regard to its principals of conflicts of
laws. The Borrower and the Lender hereby submit to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York state court sitting in New York City for the
purposes of all legal proceedings arising out of or relating to this Agreement
or the transactions contemplated hereby. The Borrower and the Lender
irrevocably waive, to the fullest extent permitted by applicable law, any
objection that the Borrower or the Lender may now or hereafter have to laying
of the venue of any such proceedings brought in such a court and any claim that
any such proceeding brought in such a court has been brought in an inconvenient
forum.



                  9.3 Waiver of Jury Trial. THE BORROWER AND THE LENDER HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



                  9.4 Further Assurances. Subject to Section 6.1(a), the Borrower shall, at
any time, and from time to time, upon the written request of the Lender,
execute and deliver such further documents and do such further acts and things
as the Lender may reasonably request to effect the purposes of this Agreement,
including, in the case of the Borrower, delivering to the Lender at the request
of the Lender a proxy with respect to the Pledged Security, and this Agreement
shall constitute a proxy with respect to the Pledged Security.



                  9.5 Waivers. No course of dealing between any of the Borrower and the
Lender, nor any failure to exercise, nor any delay in exercising, any right,
power or privilege of the Lender hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, power, or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.



                  9.6 Rights Cumulative. The rights and remedies provided herein, in the
Pledge Agreement, in the Note, and in all other agreements, instruments, and
documents delivered pursuant to or in connection with this Agreement, and by
applicable law are cumulative and are in addition to and not exclusive of any
other rights or remedies provided by law.



                  9.7 Severability. The provisions of this Agreement are severable. If any clause or
provision hereof shall be held invalid or unenforceable in whole or in part in
any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision or part thereof in such jurisdiction and shall not in
any manner affect such clause or provision in any other jurisdiction or any
other clause or provision in this Agreement in any jurisdiction.



                  
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                  9.8 Notices. All notices and other communications made or required to be
given pursuant to the Loan Documents shall be in writing and shall be deemed
given if delivered personally or by facsimile transmission (if receipt is
confirmed by the facsimile operator of the recipient), or delivered by
overnight courier service, or mailed by registered or certified mail (return
receipt requested), postage prepaid, to the parties at the following addresses
(or at such other address for a party as shall be specified by like notice;
provided that notices of a change of address shall be effective only upon
receipt thereof):




	 	(a)	 	To the Borrower:
	 
	 	 	 	Reed Krakoff

162 East 70th Street

New York, NY 10021
	 
	 	 	 	With a copy to:
	 
	 	 	 	Reed Krakoff

516 West 34th Street

New York, NY 10001
	 
	 	(b)	 	To the Lender:
	 
	 	 	 	Coach, Inc.

516 West 34th Street

New York, NY 10001

Attention: Carole P. Sadler, Esq.

Facsimile No: (212) 629-2398
	 
	 	 	 	With a copy to:
	 
	 	 	 	Latham & Watkins

885 Third Avenue

New York, NY 10022

Attention: Bradd L. Williamson, Esq.

Facsimile No.: (212) 751-4864



                  9.9 Successors and Assign. This Agreement shall inure to the benefit of
and shall be binding upon the successors and assigns of the parties hereto;
provided, however, that the Borrower may not assign any rights or obligations
hereunder without the written consent of the Lender.



                  9.10 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original and all of which shall
constitute one document.



                  9.11 Termination. This Agreement shall terminate upon irrevocable payment
in cash in full of all obligations secured hereby, at which time the Lender
will deliver all of the Pledged Security being held hereunder to the Borrower
or as otherwise instructed by the Borrower.



[signature page follows]



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                  IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
duly executed and delivered as of the day and year first above written.




		
	 	BORROWER

        /s/  Reed Krakoff

        

        Reed Krakoff

        LENDER

        By:/s/  Keith Monda

        

        Name:  Keith Monda

        Title:  Chief Operating Officer



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