Coach 2013 Annual Report Download - page 435

Exhibit K
Form of Redemption/Amendment
REDEMPTION AGREEMENT AND AMENDMENT
TO
LIMITED LIABILITY COMPANY AGREEMENT OF LEGACY YARDS LLC
THIS REDEMPTION AGREEMENT AND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF LEGACY YARDS LLC
(this “Agreement”) is made and entered into as of __________, 20__, by and among LEGACY YARDS LLC, a Delaware limited liability company (the
“Company”), COACH LEGACY YARDS LLC, a Delaware limited liability company (“Redeemed Member”), and PODIUM FUND TOWER C SPV LLC,
a Delaware limited liability company (“Redeeming Member”).
RECITALS
A. Redeemed Member owns a Membership Interest in the Company, which Membership Interest (the “ Redeemed Interest”) is more particularly
described in that certain Limited Liability Company Agreement of Legacy Yards LLC dated as of April 10, 2013, by and between Redeeming Member and
Redeemed Member (the “LLC Agreement”). Initially capitalized terms used in this Agreement without definition have the respective meanings given such terms
in the LLC Agreement.
B. Redeeming Member has agreed to cause the Company to redeem the Redeemed Interest, and Redeemed Member has agreed to the redemption
of the Redeemed Interest and to withdraw from the Company.
C. Company, Redeeming Member and Redeemed Member desire to consent to the redemption of the Redeemed Interest and the withdrawal of
Redeemed Member from the Company, as described herein and effectuated hereby, and Redeeming Member further desires to amend the LLC Agreement to
reflect such redemption and withdrawal of Redeemed Member.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Effective immediately from and after the date hereof, in consideration of the conveyance of the Coach Unit to the Redeemed Member on the
date hereof, pursuant to the LLC Agreement, (a) Redeemed Member hereby relinquishes, without representation, warranty, covenant or recourse (except as
otherwise expressly provided in LLC Agreement) to the Company, and the Company hereby accepts and redeems, the Redeemed Interest (including all right,
title and interest of Redeemed Member in, to and against the Company), and (b) Redeemed Member hereby withdraws from the Company.
2. By operation of law and the terms of the LLC Agreement, the Percentage Interest of Redeeming Member in the Company is hereby increased
to 100% effective as of (and from and after) the date hereof, and all Capital Contributions made to the Company will be deemed to have been made, from and
after the date hereof, by Redeeming Member.
Exhibit K – Page 1